TCR_Public/120724.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 24, 2012, Vol. 16, No. 204

                            Headlines

415 WEST 150: Files for Bankruptcy Protection in Manhattan
ADAMS PRODUCE: Creditors Have Until Aug. 6 to File Proofs of Claim
ADVANCED DISPOSAL: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
AFA FOODS: Wants Until Oct. 29 to Propose Chapter 11 Plan
ALASKA AIR: S&P Keeps 'BB-' Corp. Credit Rating; Outlook Positive

AMERICAN WEST: Fisher & Phillips Approved as Labor Counsel
AMERICAN WEST: Plan Confirmation Hearing Set for Sept. 25
ARLIN GEOPHYSICAL: Prefers Case Dismissal Over Liquidation
ATLANTIC BROADBAND: S&P Puts 'B+' Corp. Credit Rating on Watch Pos
BANESCO USA: Fitch Assigns 'B+' Issuer Default Rating

BEHRINGER HARVARD: BHFS Files Schedules of Assets and Liabilities
BEHRINGER HARVARD: Hearing Thursday on Continued Cash Use
BOOZ ALLEN: Moody's Cuts CFR to 'Ba3'; Rates Proposed Debt 'Ba3'
BTA BANK: Chapter 15 Hearing Set for Aug. 16
CABLEVISION SYSTEMS: Fitch Affirms 'BB-' IDR; Outlook Stable

CANYONS AT DEBEQUE: To Employ Kutner Miller as Chapter 11 Counsel
CFG HOLDINGS: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable
CHEYENNE HOTEL: Has Access to Colorado East Bank's Cash Collateral
CIP INVESTMENT: Sec. 341 Creditors' Meeting Set for Aug. 13
COMMUNITY HOME FIN'L: Court Approves Derek Henderson as Counsel

CORPORATE EXECUTIVE: Moody's Assigns 'Ba3' CFR; Outlook Stable
DDR CORP: Fitch Rates on $200MM Cl. J Preferred Stock 'BB-'
DDR CORP: S&P Gives 'B' Rating on $200MM Series J Preferred Shares
DEEP PHOTONICS: Files for Chapter 11, Has Claims vs. Ex-CEO
DEEP PHOTONICS: Case Summary & 20 Largest Unsecured Creditors

DELTA PETROLEUM: Court Appoints Stuart Maue as Fee Examiner
DELTA PETROLEUM: Committee Taps Pepper Hamilton as Del. Counsel
DELTA PETROLEUM: Committee Retains Akin Gump as Co-Counsel
DELTA PETROLEUM: Panel Taps FTI Consulting as Financial Advisor
DETROIT PUBLIC SCHOOLS: Moody's Affirms 'B1' Issuer Rating

DEWEY & LEBOEUF: Former Leaders Want Suit Moved to Bankr. Court
DISH DBS: Fitch Rates $1 Billion Senior Offer Notes at 'BB-'
DOLLAR GENERAL: Moody's Corrects Debt List on April 13 Release
FELIX'S INC: Restaurant in New Orleans Files Pro Se Chapter 11
FIBERTOWER CORP: Hiring Andrews Kurth as Bankruptcy Counsel

FIBERTOWER CORP: Asks Court to Approve FTI as Financial Advisor
FIBERTOWER CORP: Wants to Reject Service Orders & Site Leases
FR 160: U.S. Trustee Unable to Form Committee
GALP HIGHCROSS: Wins Confirmation of Reorganization Plan
GALP WATERS: Wins Confirmation of Reorganization Plan

GATZ PROPERTIES: Golf Course Owner Files for Chapter 11
GATZ PROPERTIES: Case Summary & 7 Unsecured Creditors
GEORGIA GULF: Moody's Reviews 'Ba3' CFR/PDR for Upgrade
GUN LAKE: S&P Withdraws 'B+' Issuer Credit Rating
HASCO MEDICAL: Restates 2011 Form 10-Q to Correct Errors

HAWKER BEECHCRAFT: Textron Expresses Interest to Acquire Assets
HAWKER BEECHCRAFT: Court OKs Martin, Pringle as General Counsel
HEARTHSTONE HOMES: Deadline to Fight Panel Disbandment Moved Again
HEMCON MEDICAL: Seeks to Employ Moss Adams as Accountants
IDEAL CONCRETE: Housing Crisis, Foreclosure Force Bankruptcy

INT'L ENVIRONMENTAL: Case Trustee Taps Marshack as Lead Counsel
INT'L ENVIRONMENTAL: Case Trustee Taps Stetina as Patent Counsel
INT'L ENVIRONMENTAL: Case Trustee to Employ Dzida Carey as Counsel
INT'L ENVIRONMENTAL: Case Trustee Taps Crowe Horwath as Accountant
JER/JAMESON: Has Until Oct. 20 to File Chapter 11 Plan

KGB: S&P Raises Rating on Senior Secured First-Lien Debt to 'B+'
KT SPEARS: Court Enters Final Decree Closing Case
LEE COUNTY, FL: S&P Lowers Rating on Series 2007A Bonds to 'BB'
LEE'S FORD: July 25 Final Hearing on Bid to Use Cash Collateral
LEE'S FORD: Section 341(a) Meeting Scheduled for Aug. 7

LEE'S FORD: Lexington, Ky. Division Judge Takes Over Case
MARINA DISTRICT FINANCE: Fitch Affirms 'B' IDR; Outlook Negative
MF GLOBAL: Koch Asks Court to Declare Trustee's $20M Claim Dead
MOORE SORRENTO: Can Continue Using Wells Fargo Cash Through Aug. 5
MORGAN INDUSTRIES: Debtors Select GA Keen Realty to Sell Sites

MORGAN INDUSTRIES: Court Approves Sale of Hunter Marine to Marlow
MSJ LAS CROABAS: Ocean at Seven Seas Files in Puerto Rico
MSJ LAS CROABAS: Case Summary & 20 Largest Unsecured Creditors
MTS GOLF: Mountain Shadows Club Files for Chapter 11 in Phoenix
MTS GOLF: Case Summary & 20 Largest Unsecured Creditors

PALISADES 6300: Owners Retain Apartments, Loan Extended to 10 Yrs
PATRIOT COAL: Labor Union Wants Ch. 11 Case Moved to W.Va.
PETER DEHAAN: Has Interim Access to Farm Credit Cash Collateral
PETER DEHAAN: Sec. 341 Creditors' Meeting Set for July 31
PILOT TRAVEL: Moody's Affirms 'Ba2' Corp. Family Rating

PEREGRINE FIN'L: Receiver Can Hire Pilot, Restaurant Manager
PINAFORE HOLDINGS: S&P Raises Rating on 2nd Lien Notes to 'BB-'
PRINCE SPORTS: FTI Consulting Approved to Provide CRO and CFO
RENO-SPARKS: Fitch Affirms 'BB' Longterm Issuer Default Rating
RIVER-BLUFF ENTERPRISES: Files for Chapter 11 in Modesto

RIVER-BLUFF ENTERPRISES: Voluntary Chapter 11 Case Summary
ROVI CORP: Moody's Says Lowered Earnings Guidance Credit Negative
RUDEN MCCLOSKY: Judge Allows Alzheimer's Group Suit
SANKO STEAMSHIP: Says Asafui Named Trustee
SAPPHIRE VP: Modified Plan of Liquidation Wins Court Approval

SEA TRAIL CORP: Plan Confirmation Hearing Rescheduled to Sept. 20
SL6 LLC: Plan Held Up as Property Conveyed to Bank or Purchaser
SP NEWSPRINT: Seeks Court Nod on Lenders' $145M Stalking Horse Bid
STOCKTON, CA: Reveals Mediation Offers Before Court Filing
TASANN TING: Reorganization Case Converted to Chapter 7

TAWK DEVELOPMENT: Plan Effective; Court Closes Chapter 11 Case
TRIDENT MICROSYSTEMS: Court Approves Wind-Down Retention Plan
TRILLIUM CIRCLE: Court Fixes Nov. 5 as Claims Bar Date
TRIMURTI INVESTMENTS: Files Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Looks to Revive; Hires Blackstone as Adviser

XZERES CORP: Posts $1.8-Mil. Net Loss in May 31 Quarter

* White House Backs Bankruptcy Option for Some Student Debt

* Great American Group Enters Partnership with Rig Planet
* Morrison & Foerster Elects Larren Nashelsky as Chairman

* Large Companies With Insolvent Balance Sheets

                            *********

415 WEST 150: Files for Bankruptcy Protection in Manhattan
----------------------------------------------------------
415 West 150 LLC, a single-asset real estate company in Manhattan,
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
12- 13141), on July 19, 2012.

The Debtor, which filed the case Pro Se, estimated assets of more
than $1 million and debts exceeding $10 million.

Carla Main, substituting for Bloomberg News bankruptcy columnist
Bill Rochelle, reports that 415 West 150 listed in a filing that
it owns real property at 415 West 150th Street, New York, that it
valued at $3 million, and said it had creditors holding claims of
$12.5 million.

Hamilton Heights Funding holds a first mortgage on the property in
the amount of $9.2 million, MJM Construction Services and
Magnusson Architecture and Planning have liens of $3 million and
$250,000, respectively, on the property.

The Chapter 11 Plan and Disclosure Statement are due Nov. 16,
2012, according to the case docket.


ADAMS PRODUCE: Creditors Have Until Aug. 6 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
established Aug. 6, 2012, as the deadline for any individual or
entity to file proofs of claim against Adams Produce Company, LLC
and Adams Clinton Business Park, LLC.  The Court also set the same
date as the governmental unit claims bar date.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

The U.S. Bankruptcy Administrator notified the court that it is
not feasible to form a committee of unsecured creditors because of
an insufficient number of unsecured creditors were willing to
serve.


ADVANCED DISPOSAL: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including its 'B+' corporate credit rating, on Jacksonville, Fla.-
based Advanced Disposal Services Inc. (ADS) on CreditWatch with
negative implications.

Star Atlantic Waste Holdings LP (not rated), an affiliate of
investment manager Highstar, will acquire Veolia ES Solid Waste
Inc. (not rated) from Veolia Environmental Services North America
Corp. (not rated), a unit of VeoliaEnvironnement S.A.
(BBB+/Stable/A-2).

"The CreditWatch placement reflects our view that if Highstar's
acquisition of Veolia's solid waste business is executed as
proposed, ADS will become part of a new solid waste services
company that is likely to carry higher debt leverage and weaker
credit measures than ADS as a stand-alone company," said Standard
& Poor's credit analyst James Siahaan. Star Atlantic has obtained
committed financing from multiple banks and intends to purchase
the U.S. solid waste businesses for $1.9 billion. Although we
believe the new $1.4 billion revenue company is likely to benefit
from its larger scale of operations and wider geographic
diversity, the new entity's financial risk profile could be weak
enough to justify a modest downgrade," S&P said.

"We placed the ratings on CreditWatch with negative implications.
We will monitor developments relating to this transaction and will
resolve the CreditWatch listing once further details related to
the transaction become available. We intend to meet with
management to discuss a variety of topics related to the
transaction, such as integration risks, the pro forma capital
structure, and management's strategic and financial policies. We
could lower the ratings on ADS if the company's financial risk
profile weakens as we expect following the transaction," S&P said.


AFA FOODS: Wants Until Oct. 29 to Propose Chapter 11 Plan
---------------------------------------------------------
AFA Investment Inc., 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
Oct. 29, 2012; and Dec. 27, respectively.

The Debtors explain that they continue to market the assets of the
New York Facility for sale.

The Debtors relate that they commenced these chapter 11 cases to
pursue an expeditious sale of substantially all of their assets to
maximize value for their estates and stakeholders.

A hearing on July 25 at 11:30 a.m. has been set.

As reported in the Troubled Company Reporter on July 18, 2012, the
Debtors won court approval to sell processing plants in Texas and
Pennsylvania to separate bidders for approximately $57 million.

The TCR also reported that Judge Mary F. Walrath signed off on the
sale of AFA's Fort Worth, Texas, plant to Cargill Meat Solutions
Corp. for about $38.1 million and its King of Prussia, Pa., plant
to CTI Foods Holding Co. LLC for about $18.8 million.

                         About AFA Foods

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

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

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

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

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

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


ALASKA AIR: S&P Keeps 'BB-' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
on Seattle, Wash.-based Alaska Air Group Inc. and its Alaska
Airlines Inc. subsidiary, from stable. "At the same time, we
affirmed our 'BB-' corporate credit ratings on the two companies,"
S&P said.

"We based the outlook revision on our expectation that Alaska Air
Group's recent strong cash flow generation and debt reduction will
continue, resulting in improved credit metrics," said Standard &
Poor's credit analyst Betsy Snyder.

"We would likely raise the rating within the next year if the
company's credit metrics improved on a sustainable basis," she
added.

Alaska Air is the holding company for Alaska Airlines Inc. and
Horizon Air Industries Inc., a regional airline. Alaska Airlines,
which accounts for about 80% of consolidated passenger revenues,
operates hubs at Anchorage, Alaska; Los Angeles; Seattle (its main
hub); and Portland, Ore. It primarily serves destinations along
the West Coast of the U.S., Canada, Mexico, and routes to Alaska
from the lower 48 states. Horizon Air is a regional airline
operating out of hubs at Seattle and Portland. It primarily flies
domestically, mostly along the West Coast.

"The ratings reflect the company's position as a relatively small
participant in the cyclical and price-competitive U.S. airline
industry; its improved financial profile; and our believe that
liquidity will remain comfortably sufficient for operating needs
and debt service. Standard & Poor's views the company's business
risk profile as 'weak,' its financial risk profile as
'significant,' and its liquidity as 'strong' under our criteria,"
S&P said.


AMERICAN WEST: Fisher & Phillips Approved as Labor Counsel
----------------------------------------------------------
The Hon. Lloyd King of the U.S. Bankruptcy Court for the District
of Nevada authorized American West Development, Inc., to employ
Fisher & Phillips LLP as special labor and employment counsel,
effective as of the Petition Date.

As reported in the Troubled Company Reporter on June 21, 2012,
Fisher & Phillips will be paid at these hourly rates:

           Mark J. Ricciardi, Partner            $430
           Scott M. Mahoney, Partner             $425
           Anthony B. Golden, Associate          $325
           Dana B. Krulewitz, Associate          $260
           Denise M. Karpa, Paralegal            $180
           Ilene J. Hasforth, Paralegal          $180

To the best of Mr. Ricciardi's knowledge, Fisher & Phillips is a
"disinterested person" as that term is defined Section 101(14) of
the Bankruptcy Code.

                        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 $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMERICAN WEST: Plan Confirmation Hearing Set for Sept. 25
---------------------------------------------------------
The Hon. Llyod King of the U.S. Bankruptcy Court for the District
of Nevada will convene a hearing on Sept. 25, 2012, at 10 a.m., to
consider the confirmation of American West Development, Inc.'s
Chapter 11 Plan.  Objections, if any, are due Sept. 11.

The Court approved (a) the adequacy of the Master Disclosure
Statement prepared in connection with the Debtor's Plan of
Reorganization dated May 29, 2012, (b) the adequacy of the Short
Form Home Owner Disclosure Statement prepared in connection with
Debtor's Plan dated May 29, 2012.

As reported in the TCR on June 7, 2012, the Debtor's plan was
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.

                        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 $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


ARLIN GEOPHYSICAL: Prefers Case Dismissal Over Liquidation
----------------------------------------------------------
Arlin Geophysical Company, Inc., through its counsel, Perry A.
Bsharah, objects to the conversion of its bankruptcy case to
Chapter 7.  However, it consents to the dismissal of the
bankruptcy case.

As reported in the Troubled Company Reporter on July 4, 2012, the
U.S. Trustee filed a motion asking the Bankruptcy Court to dismiss
the Debtor's Chapter 11 case, or in alternative convert the case
to one under Chapter 7.

On June 1, 2012, the Court entered an order to (1) disclose single
asset real estate; (2) file status report; (3) attend preliminary
status conference on July 2, 2012; and (4) file monthly operating
reports.

The U.S. Trustee asserts that the Debtor has defaulted under the
requirements of the Order by failing to file any of the documents,
as ordered by the Court.  The U.S. Trustee said that based on the
Debtor's failure to comply with the requirements of the Bankruptcy
Rules and Code, the Debtor's failure to comply with the Order of
the Court and the existence of potential assets, the circumstances
of the Chapter 11 case strongly favors conversion, rather than
dismissal.

                  About Arlin Geophysical Company

Arlin Geophysical Company, Inc., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in Salt Lake
City, Utah.  The Debtor estimated assets and debts of $10 million
to $50 million.  Judge William T. Thurman oversees the case.
Perry Alan Bsharah, Esq., at Bsharah Law Group serves as the
Debtor's bankruptcy counsel.  This is the second time Arlin filed
for Chapter 11 protection.  It previously sought creditor relief
(Case No. 09-3391) on Dec. 9, 2009.

An unsecured creditors' committee has not been appointed in the
Debtor's bankruptcy case.


ATLANTIC BROADBAND: S&P Puts 'B+' Corp. Credit Rating on Watch Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Quincy, Mass.-based cable-TV operator Atlantic
Broadband Finance LLC on CreditWatch with positive implications
following the company's announcement that it signed a definitive
agreement to be acquired by Montreal-based Cogeco Cable Inc.
(BB+/Stable/--) in a transaction valued at $1.36 billion.

"The CreditWatch placement on Atlantic Broadband reflects the
likelihood that we could raise our ratings on the company
following the proposed acquisition by higher rated Cogeco," said
Standard & Poor's credit analyst Allyn Arden.

Cogeco is fourth-largest cable operator in Canada, with about 2.7
million revenue-generating units. The transaction is subject to
regulatory approvals in both Canada and the U.S. and the companies
expect it to close by the end of 2012.

"Cogeco said it will fund the acquisition with a combination of
cash, $550 million from an existing credit facility at Cogeco, and
a proposed $660 million credit facility at Atlantic Broadband for
which it has received a financing commitment from its banks. The
proposed facility would be used to replace the existing $660
million senior secured first-lien term loan at Atlantic Broadband
and would not be guaranteed by Cogeco," S&P said.

"We expect Atlantic Broadband's other debt, which consists of a
$350 million senior secured second-lien term loan due 2017, to be
repaid at the close of the transaction," said Mr. Arden.

Atlantic Broadband is a midsized cable system operator serving
roughly 193,000 equivalent basic subscribers. About 60% of the
customers are in mature, smaller markets in western Pennsylvania,
and the rest were in Miami Beach, Delaware-Maryland (DelMar), and
South Carolina. Private-equity sponsor ABRY Partners LLC currently
controls Atlantic Broadband.

"As part of our review, we will analyze Atlantic Broadband's
overall creditworthiness on a stand-alone basis, which will
incorporate our current 'fair' business risk profile, as well as
the new capital structure and ultimate financial risk profile.
Additionally, we will factor in the extent and likelihood of
financial support from Cogeco. As a result, we could raise the
corporate credit rating on Atlantic Broadband as high as 'BB+',
three notches above the current corporate credit rating. We expect
to withdraw the issue-level ratings on Atlantic Broadband's
existing senior secured first- and second-lien debt when the
transaction closes, as that debt will be repaid," S&P said.


BANESCO USA: Fitch Assigns 'B+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has assigned a 'B+' long-term Issuer Default Rating
(IDR) and a 'B' short-term IDR to Banesco USA (BNSC).  The Rating
Outlook is Stable.

BNSC's strong brand affiliation, solid capital ratios given risk
profile, and good liquidity and earnings measures support the
current rating levels.  Offsetting these factors are the bank's
geographic and product concentration, modest franchise value and
limited ability to access capital markets.  Further, although
credit measures to-date are sound, given significant growth rates,
the loan portfolio is unseasoned.

The ratings are indicative of its good earnings measures offset by
its limited history and track record.  Although results have
benefited from the company's strong loan growth, while maintaining
low levels of net-charge offs (NCOs), Fitch believes that current
NCOs and provision levels are not a good proxy for future
performance.  Furthermore, the company's profitability is mainly
spread driven and revenue diversity is limited, although improving
in most recent periods.

Fitch believes successful execution of its bank's strategic growth
should improve profitability measures.  BNSC is focused on growing
its balance sheet organically and/or through acquisitions.  Given
the company's real estate concentration, BNSC is targeting growth
in commercial & industrial, correspondent banking and trade
finance lending.  In May 2012, the company completed an FDIC-
assisted acquisition of Security Bank, which added $101 million in
assets and $99.1 million in deposits.  BNSC also acquired one
branch from Great Florida Bank located in Weston and assumed the
deposits of $17 million.  Given growth plans, capital is expected
to be leveraged moderately over the intermediate term.

Despite being a start-up in 2006, the company turned profitable in
2010. Return on assets (ROA) and net interest margin (NIM) metrics
reflect a positive trend.  For the first quarter of 2012 (1Q12),
ROA was 0.53% and NIM was 3.77% compared to 0.21% and 3.59% the
same period a year ago.  Core earnings also continue to improve
demonstrated by pre-provision net revenue (PPNR) increasing to
$18.75 million for 2011 compared to $12.78 million for 2010.

Overall, the loan portfolio exhibits sound asset quality, however
given rapid growth, credit measures may be understated.
Nonetheless, asset quality ratios are much better than the
similarly-sized peers in the local market.  Despite operating in a
challenging real estate market, NCOs have remained manageable.
Although reserve levels have declined in most recent periods, it
remains sufficient to support its present loan portfolio mix.
Fitch notes that BNSC's loan book is concentrated in CRE,
similarly to peers in the local market.  Offsetting, the portfolio
itself is diversified by collateral type.

BNSC's primary funding source is its core deposits, particularly
foreign depositors.  These deposits tend to be stickier compared
to domestic clients, which are more sensitive to interest rates.
Although not anticipated, a slowdown in deposit inflows from
international customers to the U.S. may impact the company's
strategic plans and increase future funding costs.

Although capital is considered appropriate given its asset mix on
the balance sheet, the company's ability to access the capital
markets (if needed) is considered limited.  The principal owners
have demonstrated continued support of the bank as evidenced by
additional capital contributions since the bank's inception,
however, this is not incorporated into the rating nor is it relied
upon.  Given the company's good earnings performance, it has been
successful in generating internal capital and on a risk-adjusted
basis capital position is strong.  Although Tier 1 RBC has come
down, it remains high at 14.08% as of 1Q12.

Established in 2006, Banesco USA (previously named BBU Bank and
renamed in June 2011) is a state-chartered bank that is regulated
by the FDIC and Florida state banking regulators (Office of
Financial Regulations State of Florida).  It operates mainly in
Miami-Dade county (with six branches) and one branch in Puerto
Rico. The bank offers banking services to corporate and individual
customers located in its operating markets.  Similarly to local
peers, real estate financing is the main lending activity.  At
March 31, 2012, BNSC reported $513.5 million in total assets,
$44.1 million in total equity and $443.6 million in deposits.

The U.S.-based bank is affiliated with the 'Banesco' group, which
has strong brand recognition in Latin America and is a market
leader in Venezuela. Banesco Banco Universal is Venezuela's
largest privately-held bank in terms of deposits and assets.  The
group also includes Banesco, S.A. y Subsidiaria based in Panama
and Banesco Banco Multiple, S.A., in the Dominican Republic.  BNSC
leverages the Banesco brand to gather deposits in its local
market. Further, given its ties to the Banesco, BNSC's
infrastructure and organization are reflective of a larger
institution.  As in the other banks in the Banesco group, the
management team is made up of individuals with many years of
experience in the local markets.

Ratings Sensitivity:

BNSC's financial measures are in-line with current ratings and at
the high-end of its potential range.  Positive rating drivers
would be successful execution on strategic growth initiatives
while BNSC delivers improving and sustainable financial measures
that are above similarly rated peer averages.

Although not expected, negative credit trends could potentially
pressure ratings, particularly if PPNR is not sufficient to absorb
potential net losses and capital position weakens.

Reputational risk is also a concern given the bank's ties to
Banseco Group domiciled in Venezuela.  To date, the bank has
actually benefited from the Banesco brand, despite turmoil in
Venezuela, demonstrated by its stable deposit base.

Fitch assigns the following ratings to Banesco USA:

  -- Long-term Issuer Default Rating (IDR) 'B+';
  -- Short-term Issuer Default Rating (IDR) 'B';
  -- Long-term Deposit Ratings 'BB-';
  -- Short-term Deposit Ratings 'B';
  -- Viability Rating 'b+';
  -- Support '5';
  -- Support 'NF'.

The Rating Outlook is Stable


BEHRINGER HARVARD: BHFS Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
BHFS I LLC, an affiliate of Behringer Harvard Frisco Square LP,
filed with the Bankruptcy Court for the Eastern District of Texas
its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,609,000
  B. Personal Property              $338,198
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,727,479
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $14,869
                                 -----------      -----------
        TOTAL                    $28,947,198      $13,742,348

A full text copy of the schedules of assets and liabilities is
available free at http://bankrupt.com/misc/BHFS_I_sal.pdf

                            About BHFS

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

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

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

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

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


BEHRINGER HARVARD: Hearing Thursday on Continued Cash Use
---------------------------------------------------------
Behringer Harvard Frisco Square LP and its affiliated debtors,
BHFS I LLC, BHFS II LLC, BHFS III LLC, BHFS IV LLC, BHFS Theater
LLC, obtained interim permission to use through the end of July
2012, cash securing their obligations to their prepetition
lenders.

The Court will hold a final interim hearing on the cash collateral
motion on July 26, 2012, at 11:00 a.m.

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

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

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

                           About BHFS

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

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

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

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

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


BOOZ ALLEN: Moody's Cuts CFR to 'Ba3'; Rates Proposed Debt 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded Booz Allen Hamilton Inc.'s
corporate family and probability of default ratings to Ba3 from
Ba2. In addition, Moody's assigned Ba3 ratings to Booz Allen's
proposed $2.25 billion senior secured credit facilities. Moody's
notes that the transaction is subject to continuing management
review and ultimate approval by the company's Board of Directors.
The SGL-1 rating remains unchanged denoting a very good liquidity
profile. The ratings outlook is stable. This concludes Moody's
review for possible downgrade that was initiated on July 11, 2012.

Net proceeds from the proposed credit facilities are expected to
be used to refinance roughly $970 million of debt outstanding
under the Company's existing senior secured debt facilities and
pay a dividend of approximately $1 billion to existing
shareholders. The downgrade is based on the meaningful increase in
leverage that is likely to result from the proposed dividend recap
transaction with pro forma debt/EBITDA, on a Moody's adjusted
basis, increasing to roughly 4.3x from 2.9x as of April 1, 2012.
In Moody's opinion, the transaction indicates a shift towards an
aggressive financial policy by Booz Allen given the large size of
the proposed dividend during a period of uncertainty as to future
government spending, particularly in the defense sector.

The following ratings were downgraded:

Corporate family rating, to Ba3 from Ba2

Probability of default rating, to Ba3 from Ba2

Ratings assigned:

Proposed $500 million revolving credit facility due 2017, Ba3
(LGD-3, 42%)

Proposed $500 million term loan A due 2017, Ba3 (LGD-3, 42%)

Proposed $1.25 billion term loan B due 2019, Ba3 (LGD-3, 42%)

The assigned instrument ratings are based on a proposed
refinancing for Booz Allen and are subject to Moody's review of
final terms and conditions. The ratings on the existing bank
credit facilities remain unchanged and will be withdrawn upon
closing of the proposed transaction.

Ratings Rationale

Booz Allen's Ba3 CFR incorporates an aggressive financial policy
characterized by shareholder-friendly related activities and a
willingness to increase financial leverage. The increase in debt
being used to finance the $1 billion dividend to existing
shareholders would result in credit metrics that initially are
weak for the Ba3 rating category, but Moody's expects the
company's credit metrics to come in line with a Ba3 rating within
a reasonable timeframe. The rating also reflects the high
likelihood that the company would not be averse to using any
remaining excess cash flow and increasing total debt to make
acquisitions, declare additional dividends and repurchase shares.
The risk of future aggressive financial policies as the company
continues to be roughly 65% owned by the private equity firm, The
Carlyle Group, will likely constrain the ratings over the long
term.

The rating continues to be supported by Booz Allen's strong
operational performance, well-established business position,
healthy funded backlog and anticipated continued positive cash
flow generation. The competitive advantages derived from its
diverse government contract base and long-term relationships with
U.S. government departments are also be supportive of the ratings.

Booz Allen's SGL-1 rating reflects a very good liquidity profile
characterized by expected healthy cash flow generation and the
company's anticipated ability to comfortably cover required
amortization payments and capital expenditures. In addition, the
proposed transaction would extend the company's debt maturity
profile. The SGL rating incorporates Moody's expectation that the
company will remain well within compliance of covenants.

The stable outlook is supported by the revenue visibility provided
by the company's sizable backlog and very good liquidity profile.

The ratings could be lowered if there were to be a deterioration
in Booz Allen's operating performance or a weakening of the
company's liquidity profile. Specifically, the ratings could be
negatively impacted if debt/EBITDA increases beyond 4.5 times or
EBIT coverage of interest falls below 3.0 times.

Given pro forma credit metrics following the proposed largely
debt-financed dividend recapitalization, a higher rating over the
intermediate term is unlikely. However, an improvement in
debt/EBITDA to below 3.0 times and a more moderate financial
policy combined with a stronger liquidity profile could lead to an
upgrade in the future.

The principal methodology used in rating Booz Allen Hamilton Inc.
was the Global Aerospace and Defense Methodology, published June
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and had revenue of approximately $5.9 billion
for the fiscal year ended March 31, 2012.


BTA BANK: Chapter 15 Hearing Set for Aug. 16
--------------------------------------------
BTA Bank JSC is slated to appear before the U.S. Bankruptcy Court
in Manhattan on Aug. 16, 2012, at 10:00 a.m. at Courtroom 601 on
its petition for Chapter 15 creditor protection, its second in
almost three years.

BTA Bank JSC, a Kazakhstan-based financial institution, again
filed for creditor protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-12-13081) on July 16,
2012, in U.S. Bankruptcy Court in Manhattan.  BTA Bank is asking
the U.S. court to recognize the proceeding in the Specialized
Financial Court of Almaty City in the Republic of Kazakhstan as a
"foreign main proceeding."

BTA Bank estimated both debt and assets of more than $1 billion.

BTA Group -- comprised of BTA Bank and its subsidiaries and
affiliated companies -- is one of the leading banking groups in
the Commonwealth of Independent States and has affiliated banks in
Russia, Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan and Turkey.

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

In 2009, investigations and proceedings were launched in the
Republic of Kazakhstan, the United Kingdom, and elsewhere in
relation to fraudulent and unlawful transactions entered into by
the Bank's former management prior to February 2009 which, it
transpires, caused the Bank very significant losses.

On Oct. 7, 2009 the Bank applied to the Financial Court for an
order to commence a restructuring.  The foreign representative in
2010 filed a petition (Bankr. S.D.N.Y. Case No. 10-10638) in
Manhattan and the judge granted a petition for recognition of the
Kazakhstan proceeding as "foreign main proceeding.

The Kazakhstan proceedings were closed in August 2010 after all
distributions were made.  The Chapter 15 case was closed in
January 2011.  Creditors whose claims were restructured received a
mixture of cash, senior debt, subordinated debt, other forms of
debt, equity and so-called recovery units  in consideration for
the restructuring of their claims.

Since the beginning of 2011 the Bank's financial situation,
however, has deteriorated despite measures undertaken by
management.  A high cost of funding and fierce competition among
Kazakhstan banks for business led to a steep deterioration in the
Bank's net interest margin, the measure of the difference between
the interest income generated by the Bank and the amount of
interest paid out to its lenders, relative to the amount of its
(interest-earning) assets.  Due to the subdued business
environment and cumbersome legal procedures, recoveries on non-
performing loans were considerably lower than expected. As a
result, the Bank showed a total negative equity under
International Financial Reporting Standards of KZT 216 billion
(US$1.5 billion) by June 30, 2011, which worsened to an estimated
IFRS consolidated equity deficit of KZT 367 billion (US$2.5
billion) at year end and has continued to worsen in 2012.

Considering the Bank's financial situation and the need to restore
the IFRS Tier 1 capital position, the Bank commenced discussions
with its creditors in order to effect a second restructuring of
all or part of its financial indebtedness under Kazakhstan laws.

The Bank on April 5, 2012 formally agreed to the creation of a
steering committee of creditors  to coordinate further discussions
in relation to the Restructuring.  The Steering Committee selected
Houlihan Lokey and Deloitte as joint financial advisers and Baker
& McKenzie as legal adviser.

On April 25, 2012 the Bank's board of directors resolved to
initiate the Restructuring.  On April 28, the Bank entered into an
agreement on restructuring with the National Bank of Kazakhstan
pursuant to Article 59-3(3) of the Kazakhstan Banking Law.  On
April 28, after obtaining a review and comments from the Steering
Committee's advisers, the Bank submitted a draft restructuring
plan to the National Bank of Kazakhstan. After the National Bank
of Kazakhstan completed its review, the way was clear for the Bank
to seek a Financial Court order opening a restructuring proceeding
under Kazakhstan law.

The Bank made an application for restructuring under the Banking
Law, the Civil Procedural Code and the Amending Law on May 2,
2012.

The second restructuring will be effected through the
restructuring of the existing claims arising from the financial
instruments issued during the first restructuring.  The
Restructuring is expected to be completed by Sept. 27, 2012.

The Chapter 15 petition was filed to prevent creditors from
seeking to take action against the Bank or its assets in the
United States.  The Bank's principal assets in the United States
are balances in accounts of correspondent banks located in New
York City.  Its major American creditors are financial
institutions, such as Deere Credit Inc, Goldman Sachs Lending
Partners LLC, LM Moore, L.P., PNC Bank N.A. (formerly National
City Bank Cleveland).

The Steering Committee of Creditors comprises Ashmore Investment
Management Limited (as agent for and on behalf of certain funds
and accounts for which it acts as investment adviser), the Asian
Development Bank, D.E. Shaw Oculus International, Inc. and D.E.
Shaw Laminar International, Inc., Gramercy Funds Management LLC,
J.P. Morgan Securities Ltd., Nomura International plc, The Royal
Bank of Scotland plc, SAM Salute Advisors Ltd., Swedish Export
Credits Guarantee Board - EKN and VR Capital Group Ltd. in its
capacity as General Partner of VR Global Partners, L.P

BTA Bank is represented in the U.S. by Evan C. Hollander, Esq., at
White & Case LLP.

Judge James M. Peck oversees the Chapter 11 case.


CABLEVISION SYSTEMS: Fitch Affirms 'BB-' IDR; Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to Cablevision Systems Corporation (CVC) and its wholly
owned subsidiary CSC Holdings LLC (CSCH).  In addition, Fitch has
affirmed specific issue ratings assigned to CVC and CSCH as
outlined below.  The Rating Outlook is Stable.  As of March 31,
2012 CVC had approximately $11.1 billion of debt outstanding on a
consolidated basis.

Fitch believes that CVC has sufficient capacity within the current
ratings to accommodate management's decision to increase capital
expenditures and to refrain from increasing prices during 2012.
These decisions are viewed within the context of the company's
capital allocation strategy that continues to favor shareholders.

The increased level of investment, while prudent from a
competitive standpoint, will constrain free cash flow generation,
pressure EBITDA margin and limit overall financial flexibility
resulting in a weaker credit profile.  However, Fitch anticipates
that capital spending and operating margin will revert to levels
closer to historic performance during 2013 and 2014, which will
drive free cash flow generation and position the company's credit
profile more in line with the current ratings.

Fitch expects a modest increase of CVC's leverage metric during
2012.  The decision not to increase pricing coupled with ongoing
programming expense inflation will depress EBITDA margin during
2012.  During the first quarter of 2012 CVC's telecommunication
segment margin declined over 300 basis points to 36.3%.  Fitch
anticipates similar margin performance during the remainder of
2012 before margins rebound somewhat during 2013.  Leverage is
expected to increase to 5.3x as of the end of 2012 and strengthen
below 4.9x by year-end 2013.  CVC's leverage was 4.9x as of the
LTM period ended March 31, 2012 which was in line with leverage as
of year-end 2011.  Fitch expects CVC management will maintain the
company's leverage between its target of 4x to 5x.  The target is
somewhat more aggressive than CVC's investment grade rated cable
multiple system operator peers.  Fitch does not anticipate CVC
will increase leverage beyond its target to support its share
repurchase program.

From Fitch's perspective, the focus on shareholder returns will
continue during the ratings horizon as CVC is well positioned to
continue generating material amounts of free cash flow (albeit
lower during 2012) and considering the company is currently
operating within a reasonable range of management's leverage
target.  CVC's board of directors authorized the repurchase of an
additional $500 million of its Class A common in May 2012.  Fitch
believes that CVC will maintain an appropriate balance between
investing in its business during 2012 and repurchasing shares.
Fitch acknowledges that CVC's share repurchase authorization
represents a significant potential use of cash, however Fitch
believes that the company would reduce the level of share
repurchases should the operating environment materially change to
maximize flexibility.

Free cash flow generation (defined as cash flow from operations
less capital expenditures and dividends) amounted to approximately
$150 million during the LTM period ended March 31, 2012.  FCF was
negative $28.1 million during the first quarter of 2012.  After
considering increased capital expenditures and EBITDA margin
pressure Fitch estimates CVC's FCF generation will range between
$200 and $250 million during 2012. Going forward Fitch believes
FCF generation will approximate 7% of consolidated revenues.

Fitch considers CVC's liquidity position and overall financial
flexibility to be adequate within the current ratings.  The
company's liquidity position is supported by cash on hand and
available borrowing capacity from CSCH's $1.2 billion revolver
(expiring March 2015).  Nearly $1.2 billion of borrowing capacity
was available from the revolver as of March 31, 2012.  CVC
executed several capital market transactions during 2011 that
extended its maturity profile.  Going forward, Fitch expects that
scheduled credit facility amortization will be repaid with
existing cash while maturities of senior notes are expected to be
refinanced.  Scheduled maturities (excluding monetization
transactions) total approximately $170 million the remainder of
2012 and nearly $810 million during 2013.

Overall Fitch's affirmation of CVC's ratings incorporates the
solid operating profile and competitive strength of CVC's core
cable business. In Fitch's opinion the operating profile of CVC's
cable segment is an industry leader and has proven to be resilient
to persistent competitive pressures and weak housing and
employment markets.  CVC's cable business consistently produces
industry leading service penetration levels, average revenue per
unit (ARPU), ARPU growth rates, and operating margins in an
increasingly competitive operating environment.

Outside of the company adopting a more aggressive financial or
acquisition strategy which is expected to remain a key rating
consideration, the weakening of CVC's competitive position
presents the greatest concern within the company's credit profile.
The competitive pressure associated with the service overlap among
the different telecommunications service providers, while intense,
is not expected to materially change during the ratings horizon.
Innovative service offerings such as the company's deployment of a
WI-FI broadband wireless network, the introduction of a remote
storage digital video recorder service, and the emergence of video
over IP applications enhance the company's competitive position.
These factors have translated into sustainable strong operating
performance and free cash flow growth.

The Stable Outlook reflects Fitch's expectation that the company's
operating profile will strengthen during 2013 and 2014 producing
revenue growth rates, EBITDA margins and free cash flow more in
line with historical performance. Further, the Stable Outlook
considers the company accommodating non-core acquisitions, and
investments in a credit neutral manner and the absence of other
leveraging transactions.

Rating Triggers

Key considerations that can lead to positive rating actions
include further strengthening of the company's credit profile and
reduction of leverage to levels approaching 4x while demonstrating
that its operating profile will not materially decline in the face
of competition and the poor housing and employment environment.

Negative ratings actions would likely coincide with the company's
inability to strengthen its operating profile following its
decision to increase capital expenditures and not take any price
increase during 2012.  Specifically Fitch will be looking for mid-
single digit ARPU growth, operating margins returning to the high
30% range and free cash flow generation in excess of $400 million.

A management decision to increase leverage greater than 6x to
repurchase shares, fund a large dividend or fund a non-core
investment or acquisition in the absence of a clear path to de-
lever the company to within its current leverage target will
likely spur a negative rating action.

Fitch has affirmed the following ratings with a Stable Outlook:

Cablevision Systems Corporation

  -- IDR at 'BB-';
  -- Senior Unsecured Debt at 'B-'

CSC Holdings LLC

  -- IDR at 'BB-'
  -- Senior Secured Credit Facility at 'BB+'
  -- Senior Unsecured Debt at 'BB'


CANYONS AT DEBEQUE: To Employ Kutner Miller as Chapter 11 Counsel
-----------------------------------------------------------------
Canyons at DeBeque Ranch LLC filed formal papers seeking approval
from the Bankruptcy Court in Denver to employ Kutner Miller Brinen
P.C. as Chapter 11 counsel.

The firm holds a prepetition retainer for payment of postpetition
fees and costs in the amount of $8,613.  The firm's hourly rates
are:

          Lee M. Kutner                         $440
          Jeffrey S. Brinen                     $380
          David M. Miller                       $340
          Aaron A. Garber                       $340
          Jenny M.F. Fujii                      $290
          Benjamin H. Shloss                    $240
          Leigh A. Flanagan                     $290

To the best of the Debtor's knowledge, the firm has no connection
or relationship with creditors and is disinterested as defined in
the Bankruptcy Code.

                  About Canyons at DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18,
2012, estimating assets of at least $10 million and debts of up to
$10 million.  Judge Elizabeth E. Brown oversees the case.  The
Debtor is represented by Jeffrey S. Brinen, Esq., at Kutner Miller
Brinen, P.C., serves as counsel to the Debtor.

Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge
Ranch PUD, based in Butte, Montana, filed a separate Chapter 11
petition (Bankr. D. Colo. Case No. 12-24994) on the same day.
Bluestone estimated up to $10 million in both assets and debts.  A
motion seeking joint administration of the cases has been filed.


CFG HOLDINGS: Fitch Affirms 'B-' Long-Term IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) for CFG Holdings Ltd. at 'B-'.  The Rating Outlook is
Stable.

CFG's IDRs are limited by heightened refinancing risk due to the
concentrated and short-term nature of its funding (CFG's largest
weakness), and the burden of intangibles on its overall
profitability.  However, CFG has healthy earnings and controlled
risks on the right hand of the balance sheet due to adequate asset
quality, sound recurring core profitability (excluding the
amortization of intangibles), adequate leverage, and diversified
target markets: Aruba, Curacao, Bonaire, Trinidad & Tobago, Saint
Maarten and Panama.

The Stable Outlook reflects the expectation that asset quality and
recurring profitability will remain in line with current trends,
while CFG's capital levels will benefit from its conservative
growth strategy and dividend retention policies.  A failure to
refinance the current bank facility and reduce the encumbered
levels of its assets, and/or a sudden deterioration on its asset
quality metrics will negatively affect the ratings.  More
specifically, if credit costs suddenly increase to levels above
30% of revenues and or operating expenses consume more than 75% of
revenues, CFG rating may be downgraded; a costly refinancing of
its sole funding source may also trigger a rating review if the
company's ROAA falls below 1%.

Funding is a structural weakness of CFG, despite its cash flow
generation.  The current funding structure, a one-year secured
bank facility up for renewal in March 2013, is not aligned with
the average tenor of its assets (around three years) and encumbers
a significant portion of productive assets (around 70% of total
gross receivables).

A recent renewal of such financing implied a moderate increase of
the funding cost which in turn was just partially compensated by
the slight increase on the average yield of the receivable's
portfolio.

Considering its niche market, unsecured consumer loans, CFG's
lending policies are deemed adequate and have allowed the entity
to preserve and even improve its asset quality in the last five
years, despite the changes on the operating environment.  Even
when the average level of impaired loans is relevant (around 11%
for 60 days overdue and 4.6% for 90 days overdue as of December
2011); net charge off have posted a sustained declining trend
since 2009, aided by increasing recoveries and lower gross charge-
off (average Net Charge off ratio of 5% since 2008; and 3.9%
during FY11).  CFG's asset quality metrics are supported by its
efficient collection process (payroll deduction and automatic
charges in bank accounts, as opposed to regular cash payments on
branches) and significant fine tuning completed on the credit risk
and collections department in Panama, their largest individual
market.  Asset quality trends should mirror recent historic
averages based on CFG's conservative lending approach and
excluding any significant deterioration on the operating
environment.

Recurring profitability has increased in the last two years, after
the amortization charges of the goodwill and intangibles from
previous acquisition eased the burden.  CFG's profitability levels
have also benefited from a slight increase on the average yield of
its receivables portfolio and lower loan loss provisions.
However, they are still limited by the initial costs derived from
the moderate expansion of the company's branch network in some of
the key countries where it operates and a recent increase on the
funding cost after the renewal of its sole bank line in 2011.
With an ROAA slightly above 4% for FY11, CFG's profitability ratio
is considered sound although, it still compares below the average
of other unsecured lenders in Latin America.  Given the stability
of its asset quality ratios, prudent growth strategy and
controlled overhead, CFG's recurring profitability should remain
adequate, although overall profitability may be affected if
further impairments of the intangibles should be required.

Despite the ability to reduce its financial debt by 15% during the
2008-2010 period, CFG's current cash flow is considered weak given
the short-term nature of the current bank facility that funds its
operations.  In addition, the current funding limitations may
limit potential expansion of the company in markets where
unsecured financing may still be vigorous; the current business
plan is mostly based on the ability of the company to use the
excess cash flow from its operations in order to expand its
receivables portfolio.

CFG's capital levels are sound compared to the inherent risk of
its business model, even considering the significant weight of the
goodwill and intangibles (37% of total equity as of December
2011), with a tangible equity to managed assets ratio of 24%.
Financial Leverage (adjusted by intangibles) stands at 1.98 times
(decreasing from its peak in 2008 due earnings retention and the
amortization of such intangibles), in line with other entities of
similar profile, although the concentrated nature of the financial
debt negatively affect this measure.

CFG is a leading non-bank consumer finance company with
established business in Trinidad & Tobago, Curacao, Aruba,
Bonaire, Saint Maarten and Panama.  CFG was incorporated in 2006,
as a result of the acquisition of Wells Fargo Financial's Latin
American Consumer Finance Operations by Irving Place Capital, a
private equity company.

Fitch affirmed the following ratings on CFG:

  -- Long-term Foreign Currency IDR at 'B-'; Outlook Stable;
  -- Short-term Foreign Currency IDR at 'B'.


CHEYENNE HOTEL: Has Access to Colorado East Bank's Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation that grants
Cheyenne Hotel Investments LLC interim access to cash collateral
of Colorado East Bank & Trust.  The Debtor said it needed
uninterrupted access to funds to continue operating the business.
As adequate protection, Colorado East Bank is granted a lien upon
the Debtor's postpetition cash collateral.

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn PC, serves as the
Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CIP INVESTMENT: Sec. 341 Creditors' Meeting Set for Aug. 13
-----------------------------------------------------------
The U.S. Trustee in Kansas will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of CIP
Investment Properties, LLC, on Aug. 13, 2012, at 10:00 a.m. at KC
Room 173.

Based in Wichita, Kansas, CIP Investment Properties, LLC, filed a
Chapter 11 petition (Bankr. D. Kan. Case No. 12-21952) in Kansas
City on July 17, 2012.  The Debtor, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated assets and debts of
$10 million to $50 million.

Mark G. Stingley, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  The petition was signed by David F. Hoff, president.


COMMUNITY HOME FIN'L: Court Approves Derek Henderson as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Community Home Financial Services, Inc., to employ the
law offices of Derek A. Henderson, Esq., as attorney and legal
counsel.  Mr. Henderson is to be compensated at the rate of $275
per hour plus costs.

Derek A. Henderson, Esq., assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

               About Community Home Financial Services

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor estimated
assets and debts of $10 million to $50 million.  Judge Edward
Ellington presides over the case.


CORPORATE EXECUTIVE: Moody's Assigns 'Ba3' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned to The Corporate Executive
Board Company ("CEB") a Ba3 Corporate Family Rating ("CFR") and a
Ba3 rating on a new senior secured credit facility that will be
used to finance the $660 million acquisition of SHL. Moody's
concurrently assigned a B1 Probability of Default Rating and an
SGL-2 Speculative Grade Liquidity Rating. This is a first time
rating for CEB. The ratings outlook is stable.

Moody's assigned the following ratings (and Loss Given Default
assessments):

- Corporate Family Rating, Ba3

- Probability of Default Rating, B1

- Proposed $50 million first lien revolver due 2017, Ba3 (LGD3,
   32%)

- Proposed $200 million first lien Term Loan A due 2017, Ba3
   (LGD3, 32%)

- Proposed $375 million first lien Term Loan B due 2019, Ba3
   (LGD3, 32%)

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

Ratings Rationale

"We view the SHL acquisition favorably, as it broadens CEB's
capabilities in talent measurement and management", stated Moody's
analyst Suzanne Wingo. "The two businesses target a common
customer base, which should provide meaningful opportunities for
cross-selling".

CEB's Ba3 CFR reflects pro forma financial leverage (debt /
EBITDA) of 3.8 times at March 31, 2012, using Moody's standard
adjustments. Moody's expects leverage to improve modestly over the
next 12-18 months from organic revenue and earnings growth and
from required debt amortization. The subscription-based revenue
model provides some visibility into future revenues. Nonetheless,
like other consulting firms, CEB's business is cyclical and highly
vulnerable to macroeconomic factors that impact customer spending,
such as weak GDP and a reduction in hiring. While the geographic
diversity of revenues partly mitigates CEB's exposure to a
particular region, weakness in Europe is expected to temper
consolidated revenue growth in the near-term.

Moody's expects CEB to maintain a good liquidity profile over the
next twelve months, as indicated by the SGL-2 rating. CEB realizes
fairly high profitability margins which, along with low working
capital and capital spending needs, converts into strong free cash
flow generation. Liquidity is further supplemented by a somewhat
modest $50 million revolver (expected to be undrawn) and cash on
hand of at least $100 million post-close.

The stable outlook anticipates that CEB will successfully
integrate the SHL acquisition and grow pro forma revenues by 8-10%
in 2012. The ratings could be upgraded if CEB materially reduces
debt, such that financial leverage (debt / EBITDA) could be
sustained below 3.5 times in a downturn while also maintaining a
good liquidity profile. Conversely, the ratings could be
downgraded if CEB experiences a material decline in revenue or
liquidity, or if the company makes additional debt-financed
acquisitions that result in financial leverage sustained above 4.5
times or interest coverage falling below 2.5 times.

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

Based in Arlington, Virginia, CEB (ticker: EXBD) is a global
provider of advisory services. Pro forma for the SHL acquisition,
2011 revenues were approximately $700 million.


DDR CORP: Fitch Rates on $200MM Cl. J Preferred Stock 'BB-'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to the $200 million 6.5%
Class J cumulative redeemable preferred stock issued by DDR Corp.
(NYSE: DDR).  DDR expects to use the net proceeds from the
offering to redeem its 7.5% Class I cumulative redeemable
preferred stock and for other general corporate purposes, which
may include payment of the redemption price of a portion of DDR's
7.375% Class H cumulative redeemable preferred shares.

Fitch currently rates DDR as follows:

  -- Issuer Default Rating (IDR) 'BB+';
  -- $815 million unsecured revolving credit facilities 'BB+';
  -- $250 million unsecured term loans 'BB+';
  -- $1.6 billion senior unsecured notes 'BB+';
  -- $310.2 million senior unsecured convertible notes 'BB+';
  -- $375 million preferred stock 'BB-'.

The Rating Outlook is Stable.

The 'BB+' IDR reflects:

  -- Sustained improving fundamentals across DDR's retail property
     portfolio;
  -- A largely prime asset base that exhibits a manageable lease
     expiration schedule and a granular tenant roster;
  -- An established joint venture platform that provides earnings
     diversification;
  -- Solid liquidity position; and
  -- Strong management team.

The rating is balanced by leverage and unencumbered asset coverage
ratios consistent with a 'BB+' IDR.

Fundamentals are solid. During first-quarter 2012 (1Q'12), leasing
spreads including new leases and renewals increased by 5.5% on a
blended basis, after increasing by 6.1% for full-year 2011.  DDR's
same-store net operating income (NOI) increased by 2.9% in 1Q'12
and 3.5% for full-year 2011.  These figures are reflective of
strong locations and tenant demand.  Fitch anticipates that demand
will remain strong and drive low-single-digit same-store NOI
growth over the next 12-to-24 months.

DDR's fixed charge coverage ratio was 1.8 times (x) in 1Q'12 pro
forma for the forward equity offering to fund DDR's interest in
the EDT Retail Portfolio, the offering of 4.625% senior unsecured
notes due 2022, and the issuance of Class J cumulative redeemable
preferred stock.  Fixed-charge coverage was 1.7x in 2011 and 1.6x
in 2010.  Fixed charge coverage is defined as recurring operating
EBITDA including Fitch's estimate of recurring cash distributions
from unconsolidated entities less recurring capital expenditures
and straight-line rent adjustments divided by interest incurred
and preferred dividends.

Fitch anticipates coverage to approach 2.0x over the next 12-to-24
months due to positive leasing spreads and earnings from the lease
up of construction-in-progress.  This would be solid for a 'BB+'
rating.  If same-store NOI declines are consistent with DDR's
performance in 2009 (a scenario Fitch deems unlikely), fixed
charge coverage could approach 1.5x. This would be weak for a 'BB'
rating.

In 1Q'12, 89% of the company's NOI was generated from prime assets
compared with 70% in 1Q'09.  These prime properties are largely in
market-dominant locations within areas that have strong household
income profiles and dense populations.  Across the entire
portfolio, DDR has a manageable lease expiration schedule as of
March 31, 2012. 9.2% of leases are expiring during the remainder
of 2012 and 11.9% expiring in 2013. In addition, DDR's top five
tenants contribute modestly toward revenues and include:

  -- Walmart (IDR of 'AA' with a Stable Outlook by Fitch) at 3.2%;
  -- TJX Companies at 2.1%;
  -- PetSmart at 1.9%;
  -- Bed Bath & Beyond at 1.9%; and
  -- Kohl's (IDR of 'BBB+' with a Stable Outlook by Fitch) at
     1.8%.

DDR has a deep JV franchise that provides supplementary revenue
via common and preferred equity returns along with fee income.  In
January 2012, affiliates of DDR and The Blackstone Group L.P. (IDR
of 'A+' with a Stable Outlook) formed a JV to acquire 46 shopping
centers known as the EDT Retail Portfolio for $1.4 billion,
including assumed debt of $640 million.  DDR raised approximately
$246 million of common equity through a forward offering and used
the net proceeds to purchase a 5% common equity stake and $150
million 10% dividend preferred equity stake in the Blackstone JV.

The June 2012 offering of 4.625% senior notes due 2022 improved
DDR's liquidity profile.  As of March 31, 2012, pro forma for the
forward equity offering and unsecured bond issuance, base case
liquidity coverage (calculated as sources of liquidity divided by
uses of liquidity) is 1.3x for the period April 1, 2012 through
Dec. 31, 2013.  Sources of liquidity include unrestricted cash and
availability under DDR's revolving credit facilities pro forma for
the forward equity offering.  Other sources include unsecured bond
issuance along with projected retained cash flows from operating
activities. Uses of liquidity include pro rata debt maturities and
projected recurring capital expenditures.

DDR has a staggered debt maturity schedule.  As of March 31, 2012
pro forma for the June 2012 unsecured bond issuance, 6.4%, 9.8%
and 7.4% of pro rata debt matures during the remainder of 2012,
full-year 2013 and full-year 2014, respectively.

Leverage is consistent with a 'BB+' rating. Net debt to 1Q'12
annualized recurring operating EBITDA including Fitch's estimate
of recurring cash distributions from unconsolidated entities was
8.3x.  This compares with 8.2x at Dec. 31, 2011 and 8.6x at Dec.
31, 2010. Retained cash flow used to repay debt has modestly
contributed towards leverage reductions.

Pro forma for the forward equity offering and June 2012 unsecured
bond issuance, leverage would be 8.1x and improving fundamentals
should sustain leverage between 7.0x and 8.0x over the next 12-24
months.  If same-store NOI declines are consistent with DDR's
performance in 2009 (a scenario Fitch deems unlikely), leverage
could increase to approximately 8.5x. This would be appropriate
for a 'BB' rating.

DDR has solid access to capital and contingent liquidity is
appropriate for the 'BB+' IDR. Unencumbered assets (unencumbered
NOI for the trailing 12 months ended March 31, 2012 divided by a
stressed capitalization rate of 8%) to unsecured debt was 1.6x.
Retained cash flow as well as new unsecured debt used to repay
secured debt should result in improving unencumbered asset
coverage.  In addition, the covenants under DDR's credit
agreements do not restrict financial flexibility.

The two-notch differential between DDR's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'.  As per Fitch's report, 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis',these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Outlook reflects Fitch's view that fixed charge
coverage will approach 2.0x and leverage will decline just below
8.0x.  Base case liquidity coverage will remain above 1.0x as DDR
maintains strong borrowing capacity under its revolving credit
facility.

The following factors may have a positive impact on DDR's Outlook:

  -- Fixed charge coverage sustaining above 2.0x (1Q'12 pro forma
     fixed charge coverage was 1.8x);

  -- Net debt to recurring operating EBITDA sustaining below 7.5x
     (pro forma leverage was 8.1x);

  -- A sustained base case liquidity coverage ratio of above 1.0x
     (pro forma base case liquidity coverage was 1.3x for April 1,
     2012 to Dec. 31, 2013).

The following factors may have a positive impact on DDR's rating:

  -- Fixed charge coverage sustaining above 2.0x as noted above;
  -- Leverage sustaining below 7.0x;
  -- Unencumbered asset coverage of unsecured debt sustaining
     above 2.0x (unencumbered assets - valued as unencumbered NOI
     for the trailing 12 months ended March 31, 2012 divided by a
     stressed capitalization rate of 8% - to unsecured debt was
     1.6x).

The following factors may have a negative impact on DDR's ratings
and/or Outlook:

  -- Fixed charge coverage sustaining below 1.8x;
  -- Net debt to recurring operating EBITDA sustaining above 8.5x;
  -- Reductions in liquidity coverage.


DDR CORP: S&P Gives 'B' Rating on $200MM Series J Preferred Shares
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to DDR
Corp.'s $200 million series J 6.5% cumulative preferred shares.

"The company indicated it will use proceeds from the offering to
redeem its outstanding $170 million series I 7.5% cumulative
preferred shares and for general corporate purposes, which may
include redemption of a portion of the company's outstanding
series H 7.375% preferred shares. The transaction will reduce
interest expense by close to $2 million a year (assuming DDR uses
excess proceeds to redeem a portion of the series H shares) and
marginally improve fixed-charge coverage (FCC)," S&P said.

"Beachwood, Ohio-based DDR is a large community shopping center
owner, manager, developer, and acquirer, with $8.3 billion of real
estate at cost on balance sheet as of March 31, 2012. Top tenants
include value-oriented retailers, such as Wal-Mart Stores Inc.
(AA/Stable/A-1+) at 3.2% of base rents, TJX Cos. Inc. (A/Stable/A-
1) at 2.1%, PetSmart Inc. (BB+/Stable/--) at 1.9%, and Kohl's
Corp. (BBB+/Stable/--) at 1.8%. No other tenants contribute more
than 1.7% of DDR's base rent, and the top 20 tenants contribute
28.5% of DDR's annual base rent. DDR owns and manages 469 retail
operating and development properties in 39 states, Puerto Rico,
and Brazil, totaling approximately 119 million sq. ft.," S&P said.

"Our positive ratings outlook on DDR reflects our belief that FCC
will begin to improve in the next 12 months, as new lease
commencements accelerate in the second half of 2012. We would
consider raising our corporate credit rating if S&P-calculated FCC
strengthens to 1.8x, the common dividend remains adequately
covered, and debt-to-EBITDA (including the company's pro rata
share of joint-venture debt) falls to the company's stated low 7x
target range. Although we currently believe it is unlikely in the
near term, we would consider lowering the corporate credit rating
if leverage or liquidity materially weakens," S&P said.


DEEP PHOTONICS: Files for Chapter 11, Has Claims vs. Ex-CEO
-----------------------------------------------------------
Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.

Deep Photonics designs and manufactures innovative solid-state
fiber lasers.

According to a court filing, the strong, customer-driven pull for
DPC's laser technology addresses an existing $500 million market
that is under-served by today's laser systems.  The Debtor claims
that with rapid growth in LED manufacturing, semiconductor wafer
processing, and solar panel production -- all of which heavily
rely on laser processing -- the markets are expected to expand
with a 30%1 CAGR over the next five years.

The Debtor also said it has asserted significant claims against
its former CEO, Mr. Joseph LaChapelle, and others for breach of
fiduciary duty, breach of contract, conversion, interference with
economic opportunity, unlawful use of trade secrets, fraud, and
other claims related to Mr. LaChapelle's departure from the
company.

The Debtor estimated assets of $50 million to $100 million and
debts of up to $10 million.

The Debtor's exclusive period to propose a Chapter 11 plan runs
through Nov. 19, 2012.


DEEP PHOTONICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deep Photonics Corporation
        36025 O B Riley Road, #10
        Bend, OR 97701

Bankruptcy Case No.: 12-35626

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

About the Debtor: Deep Photonics designs and manufactures
                  innovative solid-state fiber lasers.

Debtor's Counsel: Timothy J. Conway, Esq.
                  TONKON TORP LLP
                  888 SW 5th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  E-mail: tim.conway@tonkon.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Theodore Alekel, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Raytex Corp.                       Unsecured Debt         $850,000
Attn: Jun Takamura
1-33-3 Ochiai, Tama City
Tokyo 206-0033
Japan

Michigan Aerospace Corp.           Unsecured Debt         $216,000
Attn: Robert Sampson
1777 Highland Drive, #B
Ann Arbor, MI 48108

Kilpatrick Townsend & Stockton LLP Legal Expenses          $93,238
Attn: Craig Largent
1080 Marsh Road
Menlo Park, CA 94025

MPB COmmunications, Inc.                 Trade Debt        $37,800

James L. Field                           Expenses          $20,426

Laboratories ITF Inc.                    Trade Debt        $14,550

King Machine                             Trade Debt        $11,542

Liekki                                   Trade Debt        $10,965

Joseph G. LaChapelle                     Expenses          $10,079

Kevin Hansen                             Expenses           $9,785

RLA Engineering LLC                      Trade Debt         $5,000

Cozen O?Connor                           Legal Expenses     $4,890

Richard A. King                          Expenses           $4,585

RoseRyan                                 Trade Debt         $3,300

OptoSigma Corp.                          Trade Debt         $1,026

TE Technology                            Trade Debt           $769

Daehong Technew Corp.                    Note              Unknown

Yazbeck, Cloran & Bowser, PC             Legal Exp.   Undetermined

Enterprise Law Group                     Legal Exp.   Undetermined

Bend Broadband                           Utilities         Unknown


DELTA PETROLEUM: Court Appoints Stuart Maue as Fee Examiner
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
Stuart Maue as fee examiner to act as special consultant to the
Court for the professional fee and expense analysis and review in
the Chapter 11 cases of Delta Petroleum Corporation, et al.

The fee examiner will be available for deposition and cross
examination by the Debtors, the U.S. Trustee, the Official
Committee of Unsecured Creditors, and other parties-in-interest.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DELTA PETROLEUM: Committee Taps Pepper Hamilton as Del. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Delta Petroleum Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Pepper Hamilton LLP as its Delaware counsel.

Pepper Hamilton will, among other things:

   a. assist Akin Gump Strauss Hauer & Feld LLP as requested in
      representing the Committee;

   b. advise the Committee with respect to its rights, duties and
      powers in these cases; and

   c. assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases.

Pepper Hamilton intends to work closely with Akin Gump to ensure
that there is no unnecessary duplication of services performed or
charged to the Debtors' estates.

The hourly rates of Pepper Hamilton are:

         Partners, Special Counsel and
           Counsel                          $415 - $725
         Associates                         $245 - $375
         Paraprofessionals                  $175 - $240

To the best of the Committee's knowledge, Pepper Hamilton does not
represent and does not hold any interest adverse to the Debtors'
estates or their creditors in the matters upon which Pepper
Hamilton is to be engaged.

A hearing on July 26, 2012, at 3 p.m. (ET) has been set.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DELTA PETROLEUM: Committee Retains Akin Gump as Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Delta Petroleum Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Akin Gump Strauss Hauer & Feld LLP as its co-counsel.

The Committee is also seeking to retain Pepper Hamilton LLP as its
co-counsel in the chapter 11 cases.

The hourly rates of Akin Gump's personnel are:

         Partners                             $570 - $1,200
         Senior Counsel and Counsel           $425 - $865
         Associates                           $350 - $625
         Paraprofessionals                    $130 - $315

Akin Gump attorneys expected to have primary responsibility for
providing services to the Committee are:

         Daniel H. Golden, partner            $1,050
         James R. Savin, partner                $825
         Joanna F. Newdeck, counsel             $650
         Kristen M. Howard, associate           $450

Akin Gump relates that in addition to the financial restructuring
lawyers, it will be necessary, during the course of the chapter 11
cases, for other Akin Gump professionals in other legal
disciplines to provide services to the Committee.

To the best of the Committee's knowledge, Akin Gump does not
represent and does not hold any interest adverse to the Debtors'
estates.

A hearing on July 26, 2012, at 3 p.m. (ET) has been set.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DELTA PETROLEUM: Panel Taps FTI Consulting as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Delta Petroleum Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain FTI Consulting, Inc. as its financial advisor.

FTI will provide financial advisory services, including but not
limited to:

   -- assistance in the review and monitoring of the asset sale
      process, including, but not limited to an assessment of the
      adequacy of the marketing process, completeness of any buyer
      lists, review and quantifications of any bids;

   -- assistance in the review of financial information prepared
      by the Debtors, including, but not limited to, cash flow
      projections and budgets, business plans, cash receipts and
      disbursement analysis, asset and liability analysis, and the
      economic analysis of proposed transactions for which Court
      approval is sought;

   -- assistance with the review of the Debtors' analysis of core
      business assets and the potential disposition or liquidation
      of non-core assets.

The hourly rates charged by FTI professionals anticipated to be
assigned to the case are:

         Senior Managing Directors            $780 - $895
         Directors/Managing Directors         $560 - $745
         Consultants/Senior Consultants       $280 - $530
         Administrative/Paraprofessionals     $115 - $230

To the best of the Debtors' knowledge, FTI does not hold or
represent any interest adverse to the estate.

A hearing on July 26, 2012, at 3:00 p.m. (ET) has been set.

                       About Delta Petroleum

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

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

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

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

Delta Petroleum has won approval for its disclosure statement
explaining the Chapter 11 reorganization plan.  There's a hearing
to consider confirmation of the Plan on Aug. 15.


DETROIT PUBLIC SCHOOLS: Moody's Affirms 'B1' Issuer Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the B1 issuer rating and
negative outlook of Detroit Public Schools. The district currently
has $2.1 billion of long-term debt outstanding.

Summary Rating Rationale

Debt service on outstanding general obligation debt is secured by
the district's unlimited tax pledge. Affirmation of the B1 issuer
rating reflects the district's persistent deficit General Fund
position that resulted from years of operating shortfalls. While
operating results were favorable in fiscal 2011 and are estimated
to be so in fiscal 2012 as well, the district's position remains
pressured by steady revenue loss associated with enrollment
declines. Furthermore, the district's debt burden has become more
elevated following the sale of deficit bonds in 2011. Though the
bonds enabled a significant improvement in the General Fund
balance, the overall financial position remains stressed and the
district's ability to maintain positive operating results going
forward is uncertain. The rating also incorporates ongoing
economic challenges within the City of Detroit (general obligation
rated B3/rating under review for downgrade).

Affirmation of the negative outlook is based upon the district's
narrow operating margins and the possibility that the financial
position could weaken in the future. Further enrollment declines
are likely to occur, which will result in direct losses of
revenue. The district's ongoing capacity to fully offset these
revenue declines with additional expenditure reductions could be
challenged.

Strengths

- Positive operating results in fiscal 2011 and estimated for
   fiscal 2012

- Use of zero-based budgeting in fiscal 2013 to prioritize
   expenditures and identify additional cuts

- State oversight of district operations

Challenges

- Sustained deficit position in the General Fund

- Growing debt burden tied to issuance of deficit reduction
   bonds

- Ongoing declines in district enrollment and operating revenue

- Challenged economic conditions evidenced by elevated
   unemployment and significant tax base depreciation

- Weak socioeconomic profile and steady population decline

Outlook

Affirmation of the negative outlook reflects Moody's opinion that
the district's operations will remain extremely pressured given
further expected enrollment losses and revenue declines.
Additional revenue losses will have to be fully offset with
further expenditure reductions in order to balance future budgets
and eventually restore the General Fund balance. While the
district has made strides to reduce its deficit position, apart
from the issuance of long-term deficit financing bonds, ongoing
pressures on both revenues and expenditures could hinder the
district's ability to maintain its trend of operating results.

What Could Change The Rating UP
(Or Cause Removal Of The Negative Outlook)

- Further positive operating results in the district's General
   Fund

- Ability to meet the objectives of a revised deficit
   elimination plan in a timely manner

- Considerable improvement in local economic conditions,
   including renewed tax base appreciation

What Could Change The Rating DOWN

- Further operating shortfalls that result in a weakened General
   Fund position

- Continued revenue losses that are not sufficiently offset with
   expenditure reductions

- Growth in the district's elevated debt burden

- Additional economic deterioration, such as an increase in
   unemployment or large declines in the tax base

- Filing for federal bankruptcy protection under Chapter 9 of
   the U.S. Bankruptcy Code

Principal Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


DEWEY & LEBOEUF: Former Leaders Want Suit Moved to Bankr. Court
---------------------------------------------------------------
The AM Law Daily reports three former Dewey & LeBoeuf leaders sued
by a former partner for allegedly lying about the firm's financial
situation a year and a half before its demise want to move the
lawsuit from California state court to federal bankruptcy court
and argue that the Dewey bankruptcy estate should be the defendant
in the case.

According to the report, patent litigator Henry Bunsow sued
Dewey's former chairman Steven Davis, CFO Joel Sanders, executive
director Stephen DiCarmine, and partners Jeffrey Kessler and James
Woods on June 12 in connection with their roles in recruiting Mr.
Bunsow in January 2011 from the soon-to-dissolve Howrey.  The
suit, filed in San Francisco Superior Court, argues the five
defendants knew Dewey was in a precarious financial condition but
still lured Mr. Bunsow to the firm, in part so they could collect
$1.8 million in capital contributions from him.  Mr. Bunsow is
seeking the return of that money as well as $5 million in
compensation he says was promised to him but never paid.

The report notes some 100 Dewey partners received compensation
guarantees akin to Mr. Bunsow's, a factor that contributed to
Dewey's failure.

Messrs. Davis, Sanders, and DiCarmine worked closely together for
several years, first to lead Dewey predecessor firm LeBoeuf, Lamb,
Greene & MacRae and then at the merged Dewey & LeBoeuf.

According to the report, lawyers at Hughes Hubbard & Reed,
representing Messrs. Davis, Sanders, and DiCarmine, argued in
court papers that Mr. Bunsow's allegations, including those
involving the money he claims he is owed, "are really claims
against the Dewey firm" and the suit should merged with the Dewey
bankruptcy case.  The filing also claims the three men are
protected by Dewey's insurance policies and are entitled to
indemnification from the firm.

The report, citing court documents, says Mr. Kessler, who is now
at Winston & Strawn, consents to the so-called notice of removal.
Contacted Friday, he declined to comment.  Mr. Woods, the filing
states, has yet to be served by Mr. Bunsow.  None of the
defendants have officially responded to the complaint, which was
slightly amended on June 28 to remove a claim that Mr. Bunsow lost
clients by joining Dewey.

The report notes the Dewey estate is getting former partners to
sign on to a settlement agreement that would see partners pay
money into the estate in exchange for a release from liability
that would protect them from any litigation involving Dewey and
prevent them from filing suits themselves.  The deadline for
agreeing to the settlement, initially set for July 24, was pushed
back by two weeks in the face of overwhelming questions about the
settlement in its current form.  The report notes a meeting is
scheduled for next week to update partners on the revised
proposal.

                     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.


DISH DBS: Fitch Rates $1 Billion Senior Offer Notes at 'BB-'
------------------------------------------------------------
Fitch Ratings indicates that DISH DBS Corporation's (DDBS)
$1 billion offering of senior notes will have the same 'BB-'
rating as the company's 5.875% senior notes due 2022 issued May
2012.  The notes will be issued as additional 5.875% senior notes
due 2022.  DDBS is a wholly owned subsidiary of DISH Network
Corporation (DISH; Issuer Default Rating of 'BB-').  Proceeds from
the offering are expected to be used for general corporate
purposes.  DISH had approximately $7.5 billion of debt outstanding
as of March 31, 2012.  The Rating Outlook is Negative.

The Negative Outlook encompasses the capital and execution risks
associated with DISH's wireless strategy. While DISH has yet to
fully articulate its wireless strategy, the company has committed
over $3.5 billion of capital to acquire wireless spectrum.  Fitch
believes the incremental capital and operating costs associated
with a potential wireless network build out will diminish DISH's
ability to generate free cash flow, erode operating margins
resulting in a weaker credit profile and pressuring the current
ratings.  Fitch believes the business risk inherent in launching a
wireless business limits the flexibility the company has to
increase leverage at the current ratings to accommodate the
incremental capital costs and EBITDA erosion associated with the
launch of a wireless network.  Construction of a stand alone
wireless network would have additional negative rating
implications.

Fitch believes the company's overall credit profile is relatively
strong within the current rating category considering the business
risks attributable to DISH's core operations and the current
rating has sufficient flexibility to accommodate DISH's
inconsistent operating performance.  However, DISH has one of the
weaker competitive positions within the multi-channel video
programming distributor sector, in Fitch's opinion.  DISH's market
positioning as a low cost and value service provider is not
sustainable as all market participants are aggressive with
promotional offers in an increasingly mature video service
industry.

DISH lost approximately 10,000 subscribers during the seasonally
weak second quarter of 2012 and has gained approximately 5,000
subscribers during the last 12 month period ended June 30, 2012.
DISH is in the process of re-positioning its brand away from a
value proposition to a more technology and product focus.  DISH's
challenge is to re-energize subscriber growth without sacrificing
subscriber economics (arguably already weak) or credit quality.
Key to a successful transition will be the company's ability to
reduce churn while introducing new products and services valued by
subscribers that are not easily replicated by competition.

DISH's credit profile has remained stable notwithstanding the
inconsistent operating performance.  Total debt as of March 31,
2012 was approximately $7.5 billion, relatively consistent with
the debt level as of year-end 2011. DISH's leverage was 2.16x on
an LTM basis as of March 31, 2012, which is consistent with year-
end 2011 measures and strong for the rating category.  Pro forma
for the issuance (including the May 2012 issuance), DISH's
leverage increases to 3.0x as of March 31, 2012.  Absent further
investment supporting the company's wireless strategy or
shareholder friendly initiatives, Fitch expects DISH's debt level
will remain consistent and for leverage to approximate 2.9x by
year-end 2012.

The company's liquidity position is strong and supported by cash
and marketable securities on hand and expected free cash flow
generation.  The company also benefits from a favorable maturity
schedule as the next scheduled maturity is in 2013 totaling $500
million.  As of March 31, 2012, DISH had a total of nearly $2.7
billion of cash and marketable securities (current portion) --
reflecting a 32% increase compared with liquidity measures as of
Dec. 31, 2011.

Fitch does note, however, that the company does not maintain a
revolver, which increases DISH's reliance on capital market access
to refinance current maturities, elevating the refinancing risk
within the company's credit profile.  The risk is offset by the
company's consistent access to capital markets and strong
execution.

DISH generated nearly $690 million of free cash flow (defined as
cash flow from operations less capital expenditures and dividends)
during the first quarter of 2012 following $902 million of free
cash flow during all of 2011.  Fitch expects capital intensity
will be relatively consistent over the near term and that capital
expenditures will continue to focus on subscriber retention and
capitalized subscriber premises equipment.  Absent further
investment in a wireless network or other strategic initiative,
Fitch anticipates that DISH will continue generating relatively
stable levels of free cash flow during the current ratings horizon
while incorporating higher levels of cash taxes.

Rating concerns center on DISH's ability to adapt to the evolving
competitive landscape, DISH's lack of revenue diversity and narrow
product offering relative to its cable MSO and telephone company
video competition, and an operating profile and competitive
position that continues to lag behind its peer group.  DISH's
current operating profile is focused on its maturing video service
offering and lacks growth opportunities relative to its
competition.

The ratings also incorporate Fitch's belief that DISH's satellite
based infrastructure can put the company at a competitive
disadvantage, relative to the cable MSO and telephone company's
respective technology and network positions, as video content is
expected to be increasingly consumed over alternative platforms
and devices such as wireless (4G) and higher-speed broadband
networks.

Rating Triggers

Stabilization of the Outlook at the current rating level can occur
as the company demonstrates that it can execute its wireless
strategy in a credit neutral manner.

Fitch believes negative rating action will likely coincide with
the company's decision to execute a wireless strategy or other
discretionary management decisions that weaken the company's
ability to generate free cash flow, erode operating margins and
increase leverage higher than 4x without a clear strategy to de-
lever the company's balance sheet.


DOLLAR GENERAL: Moody's Corrects Debt List on April 13 Release
--------------------------------------------------------------
Moody's Investors Service issued a correction to the April 13,
2012 rating release of Dollar General Corporation.

The revised release is as follows:

Moody's upgraded Dollar General Corporation's Corporate Family
Rating and Probability of Default Rating to Ba1 from Ba2. The
Speculative Grade Liquidity rating of SGL-1 was affirmed. The
rating outlook is positive. This rating action concludes the
review for possible upgrade initiated on March 22, 2012.

Ratings Rationale

The upgrade with a positive outlook reflects that Buck Holdings,
LP controlled by Kohlberg Kravis Robert's ("KKR") has reduced its
equity ownership in Dollar General below 50% to approximately 44%.
Thus triggering a change in the composition of the board of
directors such that KKR no longer has the majority seats on the
board.

The upgrade also acknowledges that Dollar General's operating
performance and credit metrics are expected to remain strong. As
of year ending February 3, 2012, Dollar General's debt to EBITDA
was 3.0 times and EBITA to interest expense is 4.4x. Furthermore,
the upgrade follows Dollar General's refinancing approximately
$880 million of its term loan which extended its maturity to July
2017 from July 2014.

"Dollar General continues to strengthen its capital structure
through the opportunistic refinancing of a portion of its term
loan, thus extending its maturity schedule" said Maggie Taylor, a
senior credit officer with Moody's. "The strengthening of the
capital structure coupled with the reduction of KKR's equity
ownership supports Moody's view that Dollar General continues to
apply a balanced and prudent financial policy."

The following ratings are upgraded:

Corporate Family Rating to Ba1 from Ba2

Probability of Default Rating to Ba1 from Ba2

$311 million senior secured term loan B-2 to Ba2 (LGD 4, to 68%)
from Ba3 (LGD 4, 65%)

$451 million senior subordinated notes to Ba3 (LGD 6, 97%) from
B1 (LGD 5, 86%)

The following ratings are affirmed and LGD point estimates
changed:

$779 million senior secured term loan B-1 at Ba1 (LGD 3, 43%
from 39%)

$880 million senior secured term loan C at Ba1 (LGD 3, 43% from
39%)

Speculative Grade Liquidity rating at SGL-1

Dollar General's Ba1 Corporate Family Rating is supported by its
market position as the largest dollar-store chain in the U.S.
Moody's views the dollar store sector favorably and expects that
it will continue to grow given its low price points and its
relative resistance to economic cycles. The rating also reflects
Dollar General's solid credit metrics and its very good liquidity.
The rating acknowledges that Dollar General's earnings are
expected to continue to grow at a healthy rate despite a limited
ability to pass on cost pressures to a price sensitive customer
which will limit Dollar General's gross margin.

Dollar General's ratings are constrained by its geographic
concentration. While operating over 9,900 stores in 39 states,
Dollar General is heavily concentrated in the south, which
accounts for approximately 47% of their store base. However, this
concentration risk may slowly dissipate as Dollar General
continues to grow its store count and break ground in new states,
much like their recent launch into California.

In light of the reduction in KKR's equity ownership to below 50%,
the positive outlook reflects that Moody's expects the composition
of the board to likely change over the next twelve to eighteen
months and that the revised board is likely to support balanced
and conservative financial policies.

An upgrade would require Dollar General's board of directors to
evidence support of financial policies which allow the company to
maintain credit metrics consistent with a higher rating over the
long term. An upgrade would also require continued strong
operating performance particularly in light of Dollar General's
sizable expansion into California. Quantitatively, an upgrade
would require debt to EBITDA to remain below 3.0 times and EBITA
to interest expense remain above 4.5 times.

Downward rating pressure would result should Dollar General's
financial policies become more aggressive. Ratings could also be
downgraded should Dollar General's operating performance
deteriorate or debt levels increase such that debt to EBITDA is
sustained above 4.0 times or EBITA to interest expense falls below
3.5 times.

The principal methodology used in rating Dollar General
Corporation 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.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, owns and operates over 9,900 extreme value general
merchandise stores. Revenues are over $14.5 billion.


FELIX'S INC: Restaurant in New Orleans Files Pro Se Chapter 11
--------------------------------------------------------------
Felix's Inc., owner of the namesake restaurant and oyster bar in
New Orleans's French Quarter, sought bankruptcy protection from
creditors (Bankr. E.D. La. Case No. 12-12137).  Felix's Inc. filed
the bare-bones petition on July 19, 2012, without a lawyer.

The company disclosed assets of $1.62 million and debt of
$1.57 million.  Felix's has been a New Orleans landmark since the
early 1900s and has been owned by the same family for more than
60 years, according to its Web site.


FIBERTOWER CORP: Hiring Andrews Kurth as Bankruptcy Counsel
-----------------------------------------------------------
FiberTower Network Services Corp. and FiberTower Corporation and
their affiliated debtors seek Court authority to employ Andrews
Kurth LLP as the Debtors' bankruptcy counsel.

Andrews Kurth has acted as the Debtors' counsel for many years on
myriad matters and has been representing the Debtors in connection
with their restructuring efforts since those efforts began.

Andrews Kurth, however, has never acted as the Debtors' counsel in
connection with Federal Communication Commission matters.  By
separate retention applications or motions, the Debtors will seek
to employ their existing FCC counsel, Hogan Lovells and Willkie
Farr & Gallagher.

To the best of the Debtors' knowledge and belief, Andrews Kurth is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.  Similarly, Andrews Kurth does not hold any
interest adverse to the Debtors, as debtors in possession, or
their estates in the matters upon which Andrews Kurth is to be
engaged.

The firm has been paid for all invoices for tabulated and recorded
services rendered, and expenses incurred, through July 10, 2012.
Andrews Kurth has received an advance payment of $400,000 for
services to be rendered to, and expenses, including filing fees,
to be incurred on behalf of, the Debtors from July 11, 2012
through the Petition Date, with the remainder to be held as a
retainer for post-petition services and expense reimbursement as
approved by the Court.

The firm's hourly billing rates range from $265 to $1,090 for
attorneys and from $90 to $330 for paralegals.  The professionals
at Andrews Kurth primarily responsible for this matter will be:
(i) Paul N. Silverstein, whose hourly rate is $1,090; (ii)
Jonathan I. Levine, whose hourly rate is $785; (iii) Jason S.
Brookner, whose hourly rate is $745; and (iv) Jeremy B. Reckmeyer,
whose hourly rate is $535.

Meanwhile, the Debtors also have filed a motion seeking Court
permission to employ professionals who would assist the Debtors in
carrying out their business and who would not be working on the
bankruptcy cases.  The Debtors seek authorization to employ the
so-called Ordinary Course Professionals without the need to file
individual retention applications every time they do so, citing
the relatively small amount of fees involved.

                         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 is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's 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, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 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.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by:

          Eric A. Schaffer, Esq.
          REED SMITH LLP
          Reed Smith Centre
          225 Fifth Avenue
          Pittsburgh, PA 15222
          E-mail: eschaffer@reedsmith.com

An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by:

          Kris M. Hansen, Esq.
          Sayan Bhattacharyya, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038
          E-mail: khansen@stroock.com
                  sbhattacharyya@stroock.com

The Ad Hoc Committee has hired local counsel:

          Stephen M. Pezanosky, Esq.
          Mark Elmore, Esq.
          HAYNES AND BOONE, LLP
          201 Main Street, Suite 2200
          Fort Worth, TX 76102
          E-mail: stephen.pezanosky@haynesboone.com
                  mark.elmore@haynesboone.com

Haynes and Boone also serves as local counsel to Wells Fargo.

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, owed $37 million as of
the Petition Date -- is represented by:

         Michael B. Fisco, Esq.
         FAEGRE BAKER DANIELS LLP
         2200 Wells Fargo Center
         90 S. Seventh Street
         Minneapolis, MN 55402-3901
         E-mail: michael.fisco@FaegreBD.com

U.S. Bank's local counsel is:

         J. Mark Chevallier, Esq.
         McGUIRE CRADDOCK & STROTHER PC
         2501 N. Harwood St., Suite 1800
         Dallas, TX 75201
         E-mail: mchevallier@mcslaw.com


FIBERTOWER CORP: Asks Court to Approve FTI as Financial Advisor
---------------------------------------------------------------
FiberTower Network Services Corp. and FiberTower Corporation and
their affiliated debtors are looking to FTI Consulting, Inc., to
provide financial advisory and consulting services to the Debtors
during the chapter 11 cases.  The Debtors are asking the Court to
approve the parties' engagement letter dated Jan. 10, 2012, and an
Addendum to that engagement letter dated July 10, 2012.

FiberTower engaged FTI in January to provide general restructuring
and financial advice in connection with attempts to complete a
strategic restructuring, reorganization, or recapitalization and,
if necessary, to prepare for the commencement of the chapter 11
cases.  Among others, FiberTower will look to FTI to evaluate
proposals and, upon request of the Board of Directors, solicit
offers and negotiate sale of the Debtors' business and assets; as
well as assist in formulating a bankruptcy plan.

FTI is not owed any amounts with respect to its prepetition fees
and expenses.

The Debtors propose to compensate FTI according to this fee
structure:

     1. $125,000 monthly fee for the first three months,
        starting July 10, 2012;

        $100,000 per month for the next three months; and

         $85,000 per month thereafter.

     2. A Completion Fee consisting of:

        a. a Transaction Fee in the event of a sale transaction;

        b. a Confirmation Fee upon confirmation of a Chapter 11
           plan, which will consist of a cash fee equal to:

             (i) $500,000 earned and payable upon confirmation of
                 a plan of reorganization or other chapter 11
                 plan if, at the time of confirmation, the
                 Federal Communications Commission has actually
                 or conditionally renewed or re-issued the
                 spectrum licenses to FiberTower or has agreed to
                 do so; or otherwise,

            (ii) (A) $150,000 payable upon the confirmation of a
                 plan of reorganization or other chapter 11 plan;
                 and (B) a further $200,000 payable when and in
                 the event the FCC renews or re-issues the
                 spectrum licenses, provided such renewal or
                 re-issuance has taken place before the date which
                 is 90 days after the confirmation date of the
                 plan or June 30, 2013, whichever is later

        c. A Cash Flow Fee consisting of a cash fee equal to 3% of
           the amount of cash on hand at the end of the month
           immediately prior to confirmation of a plan -- Actual
           Cash Balance -- of reorganization that is in excess of
           the amount of cash balance forecast for that month-end
           in the cash forecast dated May 17, 2012.

           For example, if a plan of reorganization confirms on
           March 10, 2013, the actual cash balance at Feb. 28,
           2013, was $12,000,000, and the forecast cash balance
           for Feb. 28, 2013, was $11,000,000, then the Cash Flow
           Fee would be $30,000.  In the event that:

              (i) The spectrum renewal has not been granted by
                  the FCC then, for the purposes of calculating
                  the Cash Flow Fee, the Actual Cash Balance will
                  be reduced by the amount of remaining cash
                  budgeted by the Company at that time to be spent
                  for building the Protection Links; or

             (ii) The spectrum renewal has been granted by the
                  FCC conditioned upon FiberTower spending monies
                  subsequent to the confirmation date for the
                  Protection Links build, and FTI has otherwise
                  earned and been paid the Spectrum Renewal Fee,
                  then, for the purposes of calculating the Cash
                  Flow Fee, the Actual Cash Balance will be
                  reduced by the amount of remaining cash budgeted
                  by the Company at that time to be spent for
                  building the Protection Links.

        If a Transaction Fee is earned and paid, then neither the
        Confirmation Fee nor the Cash Flow Fee will be applicable.

FTI will also bill for reasonable direct expenses which are likely
to be incurred on the Debtors' behalf during this engagement.

FTI has received from the Debtors total "on account" cash in the
amount of $150,000.  Since commencing this engagement, FTI has
invoiced the Debtors in the aggregate amount of $1,067,757, which
amount reflects $875,000 billed to the Debtors for professional
services, $42,757.70 for out of pocket expense reimbursement and
the $150,000 held as On-Account Cash.

To the best of the Debtors' knowledge, FTI is a "disinterested
person," as such term is defined in section 101(14) of the
Bankruptcy Code and as required under section 327(a) of the
Bankruptcy Code.

                          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 is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's 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, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 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.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

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, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FIBERTOWER CORP: Wants to Reject Service Orders & Site Leases
-------------------------------------------------------------
FiberTower Network Services Corp. and FiberTower Corporation and
their affiliated debtors filed motions seeking permission from the
Bankruptcy Court to walk away from:

     -- 11 Service Orders for Fiber Transport Services effective
        as the bankruptcy filing date; and

     -- 238 site leases.

The Debtors have customer service agreements with major U.S.
wireless carriers.  The Debtors also hold separate national-scope
service agreements with Verizon Business and CenturyLink which
allow them to provide government grade transport services to the
United States General Services Administration and other
governmental entities.

In connection with their business, the Debtors are parties to
multiple agreements with third party fiber service providers.
FSPs provide the Debtors with fiber transport services pursuant to
which the Debtors move voice and/or data traffic from their
aggregation points to other "drop" locations (such as, for
example, an AT&T mobile switching center).  Some of the agreements
are "one off" stand-alone agreements.

Others are referred to as "service orders" and are entered into
under, and are subject to the global and generally applicable
provisions of, a "master" service agreement with an FSP.  An MSA
sets forth generally applicable provisions regarding the parties'
general relationship vis-a-vis one another; however, each
individual service order entered into under an MSA contains
specific terms and conditions with respect to the specific service
in question, and makes such service order subject to the general
terms and conditions of the MSA.  Each service order is subject to
being independently assumed or rejected.

The Debtors have determined, in their business judgment, that 11
service orders, including those with CenturyLink, Level 3
Communications, Light Path, Sidera (RCN Metro), and US Signal, are
no longer necessary to their business operations, are consuming
otherwise scarce resources, and will not be required as part of
their overall restructuring.  As a result, the Debtors seek to
reject the Service Orders, with such rejection effective as of the
Petition Date.

In the aggregate, the monthly recurring charge under the Service
Orders is roughly $48,000.  The Debtors said maintaining the
Service Orders on a go-forward basis constitutes an unnecessary
cost to the Debtors and their estates, given that the Debtors have
decided that the Service Orders are not necessary to their
reorganization.

Meanwhile, the Debtors have determined, in their business
judgment, that roughly 238 leases or site license agreements are
no longer necessary to their business operations, are consuming
otherwise scarce resources, and will not be required as part of
their overall restructuring.  As a result, the Debtors seek to
reject the Leases effective as of the Petition Date.

In connection with their business, the Debtors have entered into,
and are thus parties to, many site leases, where the Debtors
install and maintain equipment to provide their backhaul services.
Some of these leases are "one off" stand-alone leases. Other
leases, often denominated as "site license agreements" or
"licenses" among other names, were entered into under, and are
subject to the global and generally applicable provisions of, one
of several MLAs, with each SLA having specific terms pertaining to
a specific location, but also being governed by the generally
applicable provisions of its MLA.  Each SLA is subject to being
independently assumed or rejected.

In the aggregate, the monthly rent payable under the Leases is
roughly $47,000.  According to the Debtors, maintaining the Leases
on a go-forward basis constitutes an unnecessary cost to the
Debtor and their estates, given that the Debtors have decided that
the Leases are not necessary to their reorganization.  Continuing
the Leases will, therefore, burden the Debtors' estates.

                          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 is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's 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, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 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.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

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, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FR 160: U.S. Trustee Unable to Form Committee
---------------------------------------------
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of FR 160 LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.  The U.S. Trustee reserves the right to
appoint a committee should interest develop among the creditors.

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed the purpose of owning 51 residential lots and Tract H at
the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  FR 160, which claims to be a Single
Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated
assets of up to $50 million and debts of up to $100 million.
Attorneys at Snell & Wilmer L.L.P. serve as counsel.


GALP HIGHCROSS: Wins Confirmation of Reorganization Plan
--------------------------------------------------------
GALP Highcross Limited Partnership at the end of June obtained an
order confirming its Third Modified Plan of Reorganization.

Judge Jeff Bohm confirmed the Plan after the remaining outstanding
objection, filed by Ballinteer LLC, was resolved and withdrawn.

According to the Plan dated June 28, 2012, Ballinteer LLC, holder
of a claim secured by a first lien on property owned by the
Debtor, would have an allowed claim of $8.97 million.  It will
receive post-confirmation fixed interest of 6.5%, with monthly
payments of $48,656 until June 30, 2014.  Default interest rate is
11.5% per annum.

Holders of general unsecured claims will receive 20% of their
allowed claims in cash on the effective date.  Unsecured creditors
each holding a claim of $1,000 or less or who opt to reduce the
claim to $1,000 will receive 70% of the claim in cash on the
effective date.

Holders of equity interests will retain their interest.  Graoch
Associates #160 Limited Partnership holds 99% interest in the
Debtor.

A copy of the confirmed Plan is available at
http://bankrupt.com/misc/Galp_Highcross_3rd_Amended_Plan.pdf

                       About the GALP Entities

Houston, Texas-based GALP Waters Limited Partnership, aka
Gallery at Champions Apartments, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate
GALP Highcross Limited Partnership filed a separate petition (Case
No. 11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices Of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GALP WATERS: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
GALP Waters Limited Partnership at the end of June obtained an
order confirming its Third Modified Plan of Reorganization.

Judge Jeff Bohm confirmed the Plan after the remaining outstanding
objection, filed by Ballinteer LLC, was resolved and withdrawn.

According to the Plan dated June 28, 2012, Ballinteer LLC, holder
of a claim secured by a first lien on property owned by the
Debtor, would have an allowed claim of $12.51 million.  It will
receive post-confirmation fixed interest of 6.5%, with monthly
payments of $67,771 until June 30, 2014.  Default interest rate is
11.5% per annum.

Holders of general unsecured claims will receive 20% of their
allowed claims in cash on the effective date.  Unsecured creditors
each holding a claim of $1,000 or less or who opt to reduce the
claim to $1,000 will receive 70% of the claim in cash on the
effective date.

Holders of equity interests will retain their interest.  Graoch
Associates #160 Limited Partnership holds 99% interest in the
Debtor.

A copy of the confirmed Plan is available at:

     http://bankrupt.com/misc/Galp_Waters_3rd_Amended_Plan.pdf

                       About the GALP Entities

Houston, Texas-based GALP Waters Limited Partnership, aka Gallery
at Champions Apartments, filed for Chapter 11 bankruptcy (Bankr.
S.D. Tex. Case No. 11-36743) on Aug. 2, 2011.  Affiliate GALP
Highcross Limited Partnership filed a separate petition (Case No.
11-36741) on the same day.  Matthew Hoffman, Esq., at the Law
Offices of Matthew Hoffman, P.C., in Houston, represents the
Debtor in its restructuring effort.

In its schedules, GALP Waters Limited Partnership disclosed
$15,933,583 in assets and $15,193,950 in liabilities.

The petitions were signed by Gary M. Gray, president of Waters-1
GP, Inc., general partner of Waters GP, L.P., general partner.


GATZ PROPERTIES: Golf Course Owner Files for Chapter 11
-------------------------------------------------------
Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York,
estimating less than $50 million in assets and less than
$10 million in liabilities.

According to the docket, the Chapter 11 plan and the disclosure
statement are due Nov. 19, 2012.

Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco, in
Wantagh, New York, serves as counsel.

In the list of largest unsecured creditors, the Debtor said it has
$1.6 million of unsecured debt to Auriga Capital Corp.

The decision in Auriga Capital Corp. v. Gatz Properties, LLC, No.
C.A. 4390-CS, 2012 WL 361677 (Del. Ch. Jan. 27, 2012), provides a
brief background of Gatz Properties.

Gatz Properties lost in the lawsuit filed by certain minority
investors of Peconic Bay LLC.  Auriga is among those minority
investors.

A copy of the decision is available at http://is.gd/9irkKZ

Gatz Properties and Auriga Capital formed Peconic Bay LLC for the
purpose of holding a long-term leasehold in a property owned by
the Gatz family.  Peconic Bay took out a note worth $6 million to
finance the construction of Long Island National Golf Course, a
first-rate Robert Trent Jones, Jr.-designed golf course.  The Gatz
family formed Gatz Properties to hold title to the property.  The
property was leased to Peconic Bay under a Ground Lease dated
Jan. 1, 1998.  The lease has an initial term for 40 years. On
March 31, 1998, Peconic Bay entered into a sublease with American
Golf Corp., which was at the time one of the largest golf course
operators in the country.

American Golf never operated the Course at a profit, later let the
Course fall into disrepair, and exercised the early termination
option in 2010.  William Gatz orchestrated an auction without a
broker, and Gatz Properties was the only bidder.  Gatz, following
the sham auction, took control of the golf course.


GATZ PROPERTIES: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Gatz Properties, LLC
        1763 Northville Turnpike
        Riverhead, NY 11903

Bankruptcy Case No.: 12-74493

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

About the Debtor: The Debtor owns the Long Island National Golf
                  Course, a first-rate Robert Trent Jones, Jr.-
                  designed golf course.

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LAMONICA HERBST AND MANISCALCO, LLP
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  E-mail: sl@lhmlawfirm.com

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

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

The petition was signed by William Gatz, managing member.

Debtor's List of Its 7 Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Flushing Savings Bank              --                   $6,900,000
144-51 Northern Boulevard
Flushing, NY 11354

Auriga Capital Corporation         --                   $1,600,000
c/o Ruskin Moscou Faltisheck, PC
East Tower, 15th Floor
1425 RXR Plaza
Uniondale, NY 11556-1425

Blank Rome LLP                     --                     $309,000
1201 Market Street
Wilmington, DE 19801

Pryor & Mandelup, LLP              --                      $15,000

MillCrest Law, LLP                 --                       $2,155

Toshiba                            --                         $740

The Hartford                       --                         $322


GEORGIA GULF: Moody's Reviews 'Ba3' CFR/PDR for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the ratings(Corporate Family
Rating of Ba3) of Georgia Gulf Corporation (GGC) on review for
upgrade following the announcement of a deal to merge the company
with PPG Industries, Inc.'s (Baa1, stable) Commodity Chemicals
Business. As a result of the transaction, PPG's shareholders will
own over half of the equity of the combined company and PPG will
receive $900 million in cash. If the transaction is completed as
planned, Moody's would likely raise Georgia Gulf's Corporate
Family Rating (CFR) by one notch to Ba2. This transaction is
subject to regulatory approvals, approval by GGC's shareholders
and receipt of an IRS tax ruling. The transaction is expected to
close in late 2012 or in early 2013.

Rating placed under review for upgrade:

Georgia Gulf Corporation

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

Sr. secured noted due 2017 at B1

"This transaction will greatly improve GGC's size, vertical back-
integration into chlor alkali and its manufacturing flexibility,"
stated John Rogers, Senior Vice President at Moody's. "Although
the increase in debt is significant, it will not adversely impact
the combined company's credit metrics."

Ratings Rationale

The rating review will continue until the company has received the
required approvals and PPG receives a favorable IRS tax ruling,
which is a precondition for the closing. The potential upgrade to
a Ba2 rating reflects the increase in the size of the combined
company, strong financial metrics (pro forma Net Debt/EBITDA of
2.9x and Retained Cash flow/Net Debt of 24% based on the four
quarters ending December 31, 2012), and its improved vertical
integration and manufacturing flexibility. The use of a Reverse
Morris Trust, although advantageous from a tax standpoint for PPG,
utilizes a large amount of equity to finance the transaction. This
clearly demonstrates management's goal of growing the company,
while maintaining a conservative balance sheet. The aforementioned
metrics include Moody's standard adjustments to financial
statements.

PPG's Commodity Chemical Business is composed of a large chlor
alkali and vinyl chloride monomer facility in Lake Charles
Louisiana, adjacent to GGC's facility, and five smaller chlor
alkali plants, including one in Taiwan. Some of PPG's smaller
facilities manufacture chlor alkali derivatives including
hydrochloric acid (HCl), calcium hypochlorite and phosgene
chemicals. However, these valued added products will account for
only 15% of chlor alkali production volumes, which will provide
limited product diversity for the combined company. Moreover,
PPG's operations further concentrate the combined company's
manufacturing presence on the US Gulf Coast.

The combined company's profitability will be concentrated in chlor
alkali and PVC resins, which are cyclical commodity products that
are exposed to significant price volatility. However, low natural
gas prices will provide a meaningful competitive advantage for
North American producers, thereby boosting exports and providing
greater stability to domestic margins. As the US housing market
improves and the profitability of GGC's Building Products business
increases on a sustainable basis, there could be upside to the
rating, providing that the company continues to maintain a
conservative balance sheet.

The principal methodology used in rating Georgia Gulf Corporation
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.

Georgia Gulf Corporation (GGC), headquartered in Atlanta, Georgia,
is a producer of commodity chemicals including chlorovinyls
(chlorine, caustic soda, vinyl chloride monomer, polyvinyl
chloride resins and vinyl compounds), PVC fabricated products
(pipe, siding, window profiles, moldings, etc.), and aromatics
(cumene, phenol and acetone). The company generated revenues of
$3.3 billion for the LTM ending March 31, 2012.

PPG Industries, headquartered in Pittsburgh, PA, is a global
supplier of paints, coatings, chemicals, optical products,
specialty materials, glass and fiberglass. The company and its
equity affiliates have more than 121 manufacturing facilities in
more than 60 countries and serves customers in construction,
consumer products, industrial and transportation markets. Revenues
for the LTM period ending March 31, 2012 were $15 billion.


GUN LAKE: S&P Withdraws 'B+' Issuer Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' issuer credit rating, on Wayland, Mich.-based Gun Lake
Tribal Gaming Authority (The Authority), at the issuer's request.
The Authority is an unincorporated instrumentality of the
Michigan-based Match-E-Be-Nash-She-Wish Band of Pottawatomi
Indians (the Tribe), created to develop, construct, and operate
Gun Lake Casino.

"The Authority repaid its previously existing $165 million senior
secured first-lien term loan due 2015 with proceeds from a new
credit facility, which we will not rate. In February 2012, we
raised our ratings on The Authority and its term loan to 'B+' from
'B' reflecting the Authority's strong operating performance and
our expectation that credit measures will remain strong for the
rating. In June 2012, the U.S. Supreme Court rejected motions by
the Tribe and the U.S. government to have a lawsuit, which
challenges the authority of the U.S. Secretary of the Interior to
acquire the casino land into trust for the Tribe, dismissed on
procedural grounds. The plaintiff alleges that the Tribe did not
qualify to have land taken into trust under the Indian
Reorganization Act. Although the lawsuit is continuing, we view an
adverse outcome from the trial as unlikely and a resolution likely
several years away," S&P said.


HASCO MEDICAL: Restates 2011 Form 10-Q to Correct Errors
--------------------------------------------------------
HASCO Medical, Inc., filed on July 19, 2012, Amendment No. 2 on
Form 10-Q/A to amend and restate in their entirety the following
items of the Company's Quarterly Report Amendment No. 1 on Form
10-Q/A for the quarter ended June 30, 2011, as filed with the
Securities and Exchange Commission on Sept. 13, 2011: (i) Item 1
of Part 1 of "Financial Information," and (ii) Item 2 of Part 1,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations", and the Company has also updated the
signature page, the certifications of its Chief Executive Officer
and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1, and
32.2, and its financial statements formatted in Extensible
Business Reporting Language (XBRL) in Exhibits 101.  No other
sections were affected.

The Company has determined that its previously reported results
erroneously treated the acquisition of its wholly owned subsidiary
Mobility Freedom, Inc., as a pooling of interests rather than as a
purchase as required by Generally Accepted Accounting Principles
("GAAP").  The Original Form 10-Q included the entire year of
operating results for Mobility Freedom for both the three and six
months ended June 30, 2011, and 2010.  Under the purchase method
of accounting, the operating results for Mobility Freedom should
only be included from the date of acquisition of May 13, 2011.
This change reduced the Consolidated Statements of Operations by
$354,971 from $161,623 to a loss of $193,348 for the six months
ended June 30, 2011, and by $192,488 from $154,797 to a loss of
$37,691 for the three months ended June 30, 2011.  This change
also reduced the Consolidated Statements of Operation by $339,010
from $68,976 to $(270,035) for the three months ended June 30,
2010; and by $155,308 from $(365,133) to $(520.441) for the six
months ended June 30, 2010. Additionally cash at the end of the
period decreased by $237,534 from $260,216 to $22,682 for the six
months ended June 30, 2010.

The accounting error was identified prior to filing the Company's
10-K for the period ended Dec. 31, 2011, and as such the 10-K
accurately reported the acquisition of Mobility Freedom.

The Company reported a net loss of $37,691 on $1.86 million of
revenues for the three months ended June 30, 2011, compared with a
net loss of $270,035 on $584,273 of revenues for the same period
in 2010.

For the six months ended June 30, 2011, the Company reported a net
loss of $193,348 on $2.35 million of revenues, compared with a net
loss of $520,441 on $1.23 million of revenues for the same period
in 2010.

The Company's balance sheet at June 30, 2011, showed $6.18 million
in total assets, $6.40 million in total liabilities, and a
stockholders' deficit of $223,756.

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

                       http://is.gd/OEsXFX

Mobile, Alabama-based HASCO Medical, Inc., through the reverse
merger of its wholly-owned subsidiary with and into Southern
Medical & Mobility, is a low cost, quality provider of a broad
range of home healthcare services that serve patients in Alabama,
Florida, and Mississippi.  It has two major service lines: home
respiratory equipment and durable/ home medical equipment.

*     *     *

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about HASCO Medical's ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company has suffered losses from
operations, has a stockholder's deficit and has a negative working
capital.


HAWKER BEECHCRAFT: Textron Expresses Interest to Acquire Assets
---------------------------------------------------------------
Molly McMillin at The Wichita Eagle reports that Textron, the
parent of Cessna Aircraft Company, remains interested in the
assets of Hawker Beechcraft and its defense business.

"We've always expressed an interest," the report quotes Scott
Donnelly, chairman and CEO of Textron, as saying.  "I think some
of the assets of the company are interesting and would be good for
our company, and we could do the right thing for their existing
customers and our customers; it would all work."

According to the report, Hawker Beechcraft has entered an
exclusivity agreement with Superior Aviation Beijing to explore
the sale of the company, except for the defense business, for
$1.79 billion.  The report relates Mr. Donnelly said the bid
process isn't closed.

The report says if Hawker Beechcraft and Superior reach a sale
agreement, the company would still go to an auction process.

If Superior buys Hawker Beechcraft, "then it means Hawker is still
in the market," the report quotes Mr. Donnelly as stating.  "We've
been competing with these guys for a very long time."

                       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 Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

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.

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: Court OKs Martin, Pringle as General Counsel
---------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Hawker Beechcraft Acquisition Company's motions to retain Martin,
Pringle, Oliver, Wallace & Bauer as general counsel with respect
to general business matters; Mercer as benefits and pension
consultant and Deloitte Tax as tax advisory services provider.

                  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.


HEARTHSTONE HOMES: Deadline to Fight Panel Disbandment Moved Again
------------------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation that extends to
July 31 from July 2 the deadline for the official committee of
unsecured creditors in the Hearthstone Homes, Inc. bankruptcy case
and the U.S. Trustee to file an objection or respond to the
request of C. Randel Lewis, the Chapter 11 trustee, to disband the
committee.

As reported in the Troubled Company Reporter on June 29, 2012, the
Chapter 7 trustee said that based on the April 17 schedules and
statement of affairs, each member of the Committee is scheduled as
holding a secured claim to the extent it claims a construction
lien on the 40 new homes which are the subject of the Chapter 11
Trustee's motion to sell assets free and clear.

The Chapter 11 Trustee said the continuation of the Committee is
no longer necessary or proper in the Chapter 11 case because,
among other things:

  (a) the Committee's role and duties in this case are duplicative
      of those of the Chapter 11 Trustee and are, thus,
      unnecessary;

  (b) the Chapter 11 Trustee is capable of adequately representing
      the interests of unsecured creditors;

  (c) the continuation of the Committee will create substantial
      unnecessary administrative expenses to be borne by the
      bankruptcy estate;

  (d) each member of the Committee, in fact, claims a security
      interest in some or all of the proceeds to be realized from
      the sale of the 40 properties containing homes in progress
      all to the detriment of the unsecured creditors of this
      estate.

The Chapter 11 Trustee added that the Committee continues to
interfere with the Trustee's orderly administration of the case.
On May 16, 2012, the Committee filed an objection to the Chapter
11 Trustee's motion to sell assets.  The Committee demands an
allocation of the purchase price of the 40 homes being sold
stating that: "Without such valid allocation and/or statement of
intention as to the disposition of the sale proceeds to provide
for payment to the construction lien creditors who may have a lien
on only one or two of the properties, it is impossible for the
lien creditor to determine whether they have a basis to challenge
the purchase price."

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that Hearthstone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

The U.S. Trustee appointed seven unsecured creditors to serve on
the Official Committee of Unsecured Creditors.


HEMCON MEDICAL: Seeks to Employ Moss Adams as Accountants
---------------------------------------------------------
HemCon Medical Technologies, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Moss Adams
LLP as accountants.

The Debtor needs Moss Adams to:

   -- prepare monthly 2015 reports;

   -- review and prepare tax returns;

   -- provide the estate with accounting, advisory and tax advice;

   -- assist the Debtor in the preparation of a plan of
      reorganization and disclosure statement; and

   -- assist the Debtor with any other tax or accounting matters
      that the Debtor may require.

The Debtor will hire Moss Adams based on its hourly rates and
reimburse its necessary out-of-pocket expenses.  The Moss Adams
professionals who will be primarily responsible for providing
services and their current billing rates are:

    Joe Karas         Partner             $390
    Todd Wall         Partner             $390
    Joe Sullivan      Senior Manager      $300
    Eric Balentine    Senior Manager      $300

The firm attests that it is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                  About HemCon Medical Technologies

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

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

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

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

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


IDEAL CONCRETE: Housing Crisis, Foreclosure Force Bankruptcy
------------------------------------------------------------
John Clark at Total Bankruptcy reports Ideal Concrete Inc. filed
for Chapter 11 protection after losing a significant amount of
construction business when the housing market dried up.  The
report says the 60-yar-old company plans to continue operating
with a skeleton crew of 20 employees during the bankruptcy
process.

The report relates Clarence Gianarelli co-owns the business with
his wife.  They also have filed for personal bankruptcy, and have
asked the bankruptcy court to handle both cases jointly in the
interests of efficiency.

The report notes Ideal Concrete lost in a lawsuit filed by a
bonding company, United Fire & Casualty Inc., which claimed Ideal
owed it $1.33 million for construction materials it used when it
built sidewalks in Fort Carson, Colorado.  The bankruptcy filing,
the report says, helps stave off the threat of foreclosure, at
least for now.

Ideal Concrete, Inc. filed for Chapter 11 protection (Bankr. D.
Colo. Case No. 12-23345) on June 25, 2012.  Judge A. Bruce
Campbell presides over the case.  Lee M. Kutner, Esq., at Kutner
Miller Brinen, P.C., represents the Debtor.  The Debtor estimated
both assets and debts of between $1 million and $10 million.


INT'L ENVIRONMENTAL: Case Trustee Taps Marshack as Lead Counsel
---------------------------------------------------------------
Howard Grobstein, the Chapter 11 Trustee for International
Environmental Solutions Corporation, seeks permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Marshack Hays LLP as his general counsel.

As the Chapter 11 Trustee's general counsel, the firm will:

   (a) represent the Trustee in any proceeding or hearing in the
       Bankruptcy Court and in any action where the rights of
       the Estate or the Trustee may be litigated or affected;

   (b) conduct examinations of the Debtor, witnesses, claimants,
       or adverse parties and to prepare and assist in the
       preparation of reports, accounts, applications,
       motions, complaints and orders;

   (c) advise and assist the Trustee in connection with any
       plan of reorganization filed by the Debtor or other
       entity pursuant to Chapter 11 of the Bankruptcy
       Code;

   (d) if appropriate, to advise and assist the Trustee in
       the presentation of a Chapter 11 plan; and

   (d) perform any and all other legal services incident
       and necessary for the smooth administration of this
       bankruptcy case.

Marshack Hays will represent the Chapter 11 Trustee at its
customary hourly rates which currently range from $175 to $540 per
hour. The majority of the work will be performed by Richard A.
Marshack and Martina A. Slocomb, whose rates are $540 and $320,
respectively.

Richard A. Marshack, Esq., founding member of Marshack Hays LLP,
attests that the firm is a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code.

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.


INT'L ENVIRONMENTAL: Case Trustee Taps Stetina as Patent Counsel
----------------------------------------------------------------
Howard Grobstein, the Chapter 11 Trustee for International
Environmental Solutions Corporation, seeks permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Stetina Brunda Garred & Brucker PC as his special patent
and trademark counsel.

The Chapter 11 Trustee needs the Firm to assist in connection with
a potential license agreement to allow a third party to use
intellectual property owned by the Debtor.  The Firm will also
represent the Trustee in connection with the all aspects of the
transaction related to the Debtor's patents and intellectual
property rights and in connection with maintaining and obtaining
patents and intellectual property rights.

Stetina Brunda's customary hourly rates range from $375 to $395
per hour, depending on the experience of the attorney or paralegal
performing the work. The majority of the work will be performed by
Lowell Anderson and Eric Tanezaki, whose rates are $395 and $375,
respectively.

To the best of the Chapter 11 Trustee's knowledge, the Firm does
not have an interest adverse to the Debtor or the bankruptcy
estate and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.


INT'L ENVIRONMENTAL: Case Trustee to Employ Dzida Carey as Counsel
------------------------------------------------------------------
Howard Grobstein, the Chapter 11 Trustee for International
Environmental Solutions Corporation, seeks permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Dzida, Carey & Steinman as his special transactional
counsel.

The Chapter 11 Trustee requires services from the Firm to assist
in connection with a potential transaction to license certain
intellectual property rights of the Debtor to third parties.  The
Firm will also assist in forming the new entity and in negotiating
and drafting the license agreements with the third parties.

Dzida Carey will represent the Chapter 11 Trustee at its customary
hourly rates which currently range from $175 to $425 per hour,
depending on the experience of the attorney or paralegal
performing the work.  The majority of the work will be performed
by Steven Dzida and Scott Howie, whose rates are $425 and $295,
respectively.

The Firm has represented the Debtor in connection with the
negotiation and preparation of transactional documents in the
past. The Firm has a claim against the Debtor in the approximate
sum of $10,000 for pre-petition work.

To the best of the Chapter 11 Trustee's knowledge, the Firm does
not have an interest adverse to the Debtor or the bankruptcy and
is a "disinterested person" within the meaning of Section 101(14)
of the Bankruptcy Code.

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.


INT'L ENVIRONMENTAL: Case Trustee Taps Crowe Horwath as Accountant
------------------------------------------------------------------
Howard Grobstein, the Chapter 11 Trustee for International
Environmental Solutions Corporation, seeks permission from the
U.S. Bankruptcy Court for the Central District of California to
employ Crowe Horwath LLP as his accountants.

As the Chapter 11 Trustee's accountants, Crowe Horwath will:

   (a) obtain and evaluate financial records;
   (b) investigate assets and liabilities of the Estate;
   (c) evaluate tax issues relates to the Estate;
   (d) prepare tax returns; and
   (e) evaluate avoidance tax.

Joshua Teeple, a director of Crowe Horwarth, LLP, attests that the
firm is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.  The Debtor hired Goe & Forsythe, LLP, as counsel.
The Debtor disclosed $25,129,244 in assets and $10,387,254 in
liabilities.

At the behest of a shareholder, the U.S. Trustee appointed Howard
Grobstein as Chapter 11 trustee for the Debtor's estate.


JER/JAMESON: Has Until Oct. 20 to File Chapter 11 Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
JER/Jameson Mezz Borrower I LLC, et al.'s exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Oct. 20, 2012, and Dec. 19, respectively.

As reported in the Troubled Company Reporter on July 2, 2012, the
Debtors, in their request for a second extension, explained that,
among other things:

   -- their ability to timely file a chapter 11 plan has been
      affected by, among other things, prior delays associated
      with the litigation concerning the dismissal motion and
      various administrative tasks associated with the cases, such
      as the submission of the Debtors' schedules of assets and
      liabilities and schedules of financial affairs; and

   -- the Debtors and their directors, officers, management,
      counsel and lenders have been engaged in ongoing efforts to
      resolve certain claims asserted by either for professionals
      of the Debtors or individuals and entities who purport or
      purported to be officers, directors or managers of one or
      more of the Debtors.

               About JER/Jameson Mezz Borrower II

Founded in 1987, Jameson is a chain of 103 small, budget hotels
operating under the Jameson brand in the Southeast and Midwest.
The Jameson properties are operated under the names Jameson Inn
and Signature Inn.  The hotels are based in Smyrna, Georgia.

The chain was taken private in a 2006 buyout by JER Partners, a
unit of real-estate investor J.E. Robert Cos.  JER then put
$330 million of debt on the chain to finance the buyout.  At the
top of the list is a $175 million mortgage loan with Wells Fargo
Bank NA serving as special servicer.  There are four tranches of
mezzanine loans, each for $40 million.  The collateral for each of
the Mezz Loans is the equity interest in the entity or entities
immediately below the borrower of each Mezz Loan.  All of the
mezzanine loans matured in August.

JER/Jameson NC Properties LP and JER/Jameson Properties LLC are
borrowers under the loan with Wells Fargo.  The mortgage loan is
secured by mortgages on hotel properties.  The first set of
foreclosure sales were set for Nov. 1, 2011.  The Mortgage
Borrowers have not sought bankruptcy protection.

Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH
Funding LLC, hold the first and second mezzanine loans.  The First
Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I
LLC's 100% interest in the Mortgage Borrowers.

Prior to the maturity default, the Colony JIH Lenders purchased
the Second Mezz Loan from a previous holder.  The Second Mezz Loan
is secured by a pledge of JER/Jameson Mezz Borrower II's 100%
membership interest in the First Mezz Borrower.

Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC
hold a controlling participation interest in the Third Mezz and
Fourth Mezz Loans.  JER Investors Trust Inc. holds the remaining
participation interests in the Third Mezz and Fourth Mezz Loans.
JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers,
owns the 100% equity interest in the Fourth Mezz Borrower.
Gramercy took over its mezzanine borrower in August.

JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent
foreclosure by Colony.  The Chapter 11 filing had the effect of
preventing Colony from wiping out Gramercy's interest.

Seven days later, JER/Jameson Mezz Borrower I LLC filed for
bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011.

Judge Mary F. Walrath presides over the case.  The Debtors tapped
Ashby & Geddes, P.A. to represent their restructuring efforts.
Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and
balloting agent.

Each of the Debtors estimated $100 million to $500 million in
assets and $10 million to $50 million in debts.  JER/Jameson
Properties LLC disclosed $294,662,815 in assets and $163,424,762
in liabilities as of the Chapter 11 filing.  The petitions were
signed by James L. Gregory, vice president.

Colony specializes in real estate and has roughly $34 billion of
assets under management.  Colony is represented in the case by
Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman
Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway
Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A.
O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen &
Hamilton LLP.

The U.S. Trustee has not appointed an official Committee of
unsecured creditors in any of the Debtors' cases.


KGB: S&P Raises Rating on Senior Secured First-Lien Debt to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on kgb's
senior secured first-lien debt to 'B+' from 'B-'. "We also revised
the recovery rating on the debt to '1' from '3'. The '1' recovery
rating represents our expectations for very high (90%-100%)
recovery prospects in the event of a payment default. The upgrade
is the result of improved recovery expectations following
significant prepayments under the first-lien term loan and the
reduction in the revolving credit commitment," S&P said.

"Our 'B-' corporate credit rating on kgb remains unchanged, as do
the 'CCC' issue-level rating and '6' recovery rating on its
second-lien debt. The outlook is developing," S&P said.

RATINGS LIST

kgb
Corporate Credit Rating              B-/Developing/--

Upgraded; Recovery Rating Revised
                                      To                From
kgb
Senior Secured First Lien            B+                B-
   Recovery Rating                    1                 3


KT SPEARS: Court Enters Final Decree Closing Case
-------------------------------------------------
The U.S. Bankruptcy Court has entered a final decree closing the
chapter 11 case of KT Spears Creek, LLC.  According to a June 25
order by the bankruptcy judge, the court's jurisdiction is ended
except as provided in 11 U.S.C. Sec. 1142.  All quarterly fees due
and owing the United States Trustee pursuant to 28 U.S.C.
1930(a)(6) must be paid.

In March, the United States Trustee for Region 4, W. Clarkson
McDow, Jr., filed a motion seeking to dismiss the chapter 11
bankruptcy case, saying the Debtor has materially defaulted under
its plan.  The Debtor's property, the U.S. Trustee pointed out,
appears to have no equity for the benefit of general unsecured
creditors.

KT Spears objected to the U.S. Trustee's dismissal request.  The
Debtor noted that its most valuable assets, the Greenhill Parish
Apartments, remain subject to the bankruptcy plan filed in the
case and titled in the Debtor's name, and are being marketed for
sale as called for in the Plan.  The Debtor admits that it
previously defaulted under payments required under the confirmed
Plan to be made to the Trustee and the Debtor's counsel.  However,
the defaults in payment to the Trustee and the Debtor's counsel
have now been cured.  The Plan also sets forth the appropriate
remedy for defaults under the consensual arrangements with First
Savers Bank and First Palmetto Bank.

After negotiations, the U.S. Trustee agreed to the withdrawal of
his motion to dismiss, provided that the Debtor file all required
case closing documents on or before May 10, 2012.

The Court on April 30 approved the agreement between the parties.
In accordance with the prior confirmed Plan, the Debtor is once
again ordered to execute a deed in lieu of foreclosure, covering
the property secured by the mortgage of PNC Bank, National
Association, successor-in-interest to RBC Bank.

                         About KT Spears

KT Spears Creek LLC, in Houston, Texas, is a South Carolina
limited liability company that owns three parcels of property.
The Debtor has already developed Phase 1 of a planned two-phase
apartment community.  The other two parcels are in the planning/
marketing stages of development.  The Company filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011,
Judge Letitia Z. Paul presiding.  The Debtor estimated $10 million
to $50 million in both assets and debts.  The petition was signed
by Kyle D. Tauch, sole member.

The Hon. Letitia Z. Paul transferred the Debtor's Chapter 11 case
to the Bankruptcy Court for the District of South Carolina.  The
Case No. is 11-04241.  The case was assigned to Chief Judge John
E. Waites.  G. William McCarthy, Jr., Esq., Daniel J. Reynolds,
Jr., Esq., and Sean P. Markham, Esq., at McCarthy Law Firm, LLC,
in Columbia, S.C., represent the Debtor as counsel.


LEE COUNTY, FL: S&P Lowers Rating on Series 2007A Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BB+' on the series 2007A bonds issued for Lee County Community
Charter Schools, Fla. by Lee County Industrial Development
Authority. The outlook is stable. "At the same time we assigned a
'BB' rating to the series 2012A and B educational facilities
revenue bonds, issued for Lee County Community Charter Schools by
the authority," S&P said.

"The downgrade reflects the pressure that additional debt and the
opening of a new school could exert on the consolidated unit,
which has a relatively weak financial position," said Standard &
Poor's credit analyst Carolyn McLean. "Factors that have
contributed to a lower rating include very slim pro forma maximum
annual debt service coverage in fiscal 2011, anticipated full
accrual operating deficits over the next several years (including
depreciation expense), weak demand for several schools, and the
start-up risks for the newest school, Manatee Charter School.
Strengths include an experienced management company, Charter
Schools USA, as well as an adequate cash position."

"Charter Schools USA is responsible for the schools' management,
operation, administration, accounting, and educational
programming. Standard & Poor's views the oversight of Charter
Schools USA as a positive rating factor due to the experience of
the management team," S&P said.


LEE'S FORD: July 25 Final Hearing on Bid to Use Cash Collateral
---------------------------------------------------------------
Lee's Ford Dock Inc. and its affiliated debtors will seek final
approval to use cash collateral at a hearing on July 25, 2012, at
9:30 a.m. before the U.S. Bankruptcy Court for the Eastern
District of Kentucky.

The Debtors have obtained interim authority to use cash collateral
wherein Branch Banking & Trust Company, and the U.S. Small
Business Administration may assert an interest.

The Debtors said the use of cash collateral will ensure continued
going concern operations, and protect and preserve the value of
the Debtors' assets and ongoing operations for the benefit of
creditors and all constituencies.

According to the Debtors, entities that may claim an interest in
cash collateral are:

     * Branch Banking & Trust Company, on account of $5,200,000
       in claims purportedly secured by all the assets of Lee's
       Ford Dock, Lee's Ford Woods, Lee's Ford Hotels, and Top
       Shelf Marine Sales; and

     * U.S. Small Business Administration, on account of
       $4,000,000 in claims purportedly secured by Lee's Ford
       Dock's account receivables and proceeds of certain assets;
       and Top Shelf Marine Sales' account receivables and
       proceeds of certain assets.

Debtors Hamilton Capital and Hamilton Brokerage do not believe
that any entity holds a lien on their cash collateral.  However,
the two Debtors also do not presently have any cash or regular
income and, thus, do not have cash collateral.

The Debtors propose to use Cash Collateral to meet their
postpetition obligations and pay their expenses, general and
administrative operating expenses, and other necessary costs and
expenses, including taxes, insurance, and other expenses incurred
during the pendency of the bankruptcy cases, including
professional fee carve-outs as proposed in the Budget..

As adequate protection for any diminution in the value of the
creditors' interests in their prepetition collateral, the Debtors
propose to grant to the creditors a replacement lien on the
Debtors' postpetition Cash Collateral to the same extent,
validity, and priority as existed on the Petition Date, subject to
a carve-out from Cash Collateral for professional and U.S. Trustee
fees.

The Debtors also propose to pay BB&T a monthly amount of $15,000
as adequate protection payments.  The Debtors do not propose to
pay the SBA a monthly adequate protection and, instead, propose
that their payments towards BB&T's senior lien serve to adequately
protect the interests of the SBA's junior lien.

                 About Lee's Ford Resort & Marina

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


LEE'S FORD: Section 341(a) Meeting Scheduled for Aug. 7
-------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
of Lee's Ford Dock Inc. on Aug. 7, 2011, at 3:30 p.m.  The meeting
will be held at Room 529, Lexington.  The last day to oppose
dischargeability is Oct. 9, 2012.

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

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

                 About Lee's Ford Resort & Marina

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


LEE'S FORD: Lexington, Ky. Division Judge Takes Over Case
---------------------------------------------------------
U.S. Bankruptcy Judge Joseph M. Scott, on its own motion, entered
an order on July 9 transferring the bankruptcy cases of Lee's Ford
Dock Inc. and its affiliates to the Hon. Tracey N. Wise, U.S.
Bankruptcy Judge for the Eastern District of Kentucky, Lexington
Division, for all future proceedings.

On July 13, Judge Wise approved a motion filed by the Debtors
requesting that all "First-Day Motions" be held in the Lexington
Division.

The Debtors filed the Chapter 11 cases in the London division
(Bankr. E.D. Ky.).

Judge Wise's ruling says the best interests of the Debtors and
their creditors will be served by holding all First-Day hearings
in the Chapter 11 cases in the Lexington Division, and no party
will be unduly prejudiced by any such hearings being conducted in
the Lexington Division.

The Motion as to the Debtors' request that all subsequent motions
in the Chapter 11 cases be heard in the Lexington Division,
pending further Order of the Court is continued to July 25, 2012,
at of 9:30 a.m.  Any objection to the Motion must be filed no
later than July 23, 2012.

                 About Lee's Ford Resort & Marina

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


MARINA DISTRICT FINANCE: Fitch Affirms 'B' IDR; Outlook Negative
----------------------------------------------------------------
Fitch Ratings affirms the Issuer Default Rating (IDR) of the
Marina District Finance Company, Inc. (MDFC) at 'B'.  Fitch also
affirms MDFC's debt, including the secured credit facility at
'BB/RR1' and the secured bonds at 'BB-/RR2'.  MDFC is the issuing
subsidiary of the Marina District Development Company, LLC
(together with MDFC referred to as Borgata) that owns Borgata
Hotel Casino and Spa in Atlantic City, New Jersey.

The Rating Outlook is Negative.

The Negative Outlook continues to reflect the considerable
competitive headwinds Borgata faces over the near to medium term.

Currently, Resorts World casino in Queens, NY (opened in late
2011) is having a noticeable impact on the Atlantic City market.
Atlantic City's gaming revenues are down 6.5% YTD through June,
but some of the decline is rationalization of promotional spend
and gaming capacity by existing operators in anticipation of the
Revel opening.  Revel, a high-end casino resort opened in April
2012, has experienced slower than expected ramp up to date but
will likely gain additional traction during the balance of the
year as additional amenities open and the casino develops a
database.  Less impactful but still notable are the additional
openings in Pennsylvania (Valley Forge Casino Resort in April) and
Maryland (Maryland Live! in June).

Longer-term headwinds have intensified since Fitch assigned
Borgata a Negative Outlook in July 2011.  The New York legislature
passed a bill to expand gaming in March 2012, although it still
requires another legislative passage and a referendum approval in
2013.  The New York bill is vague and simply states that up to
seven gaming facilities could be authorized throughout the state.
The New York initiative can potentially allow table games at
Resorts World and Yonkers Raceway and the addition of more casinos
in New York City.  Also the Pennsylvania gaming authorities
announced the rebidding of the second Philadelphia license with a
deadline for proposals set for November 2012.

Although the general competitive landscape has become less certain
over the last year, Revel's impact on Borgata has been relatively
benign in the first three months of the new resort's operation.
This helps to ease some of the competitive concern with respect to
Revel and supports the affirmation of the IDR (with a Negative
Outlook).  Additionally, in Fitch's opinion, there is now less
likelihood that the authorized boutique casinos will be built in
Atlantic City.

The affirmation of the IDR at 'B' largely reflects Borgata's solid
free cash flow (FCF) profile, which in Fitch's base case scenario
can absorb the declines Fitch anticipates will stem from the
increased competition.  Fitch's base case incorporates trough
EBITDA for Borgata of roughly $125 million-$130 million sometime
late 2013/early 2014 as Revel ramps up.  This represents 21%-24%
decline from the latest 12-month (LTM) period's (ending March 31,
2012) EBITDA of $165 million. Fitch's projected trough EBITDA is a
reduction from $130 million - $135 million provided one year ago.
The reduction mainly incorporates worse than forecasted Borgata
gaming revenue growth in second-quarter 2012 (down about 6%; 4% if
adjusted for June's unfavorable hold).  Although the trough is
estimated to occur in late 2013 or early 2014, Fitch is also more
cautious regarding Borgata's longer-term outlook given the more
imminent nature of the competitive threats in New York,
Pennsylvania and Maryland.

With the recent room remodel complete, Borgata's FCF profile in
Fitch's base case will remain healthy with interest expense of
roughly $80 million and maintenance capital expenditures in the
$15 million to $20 million range.  Therefore, trough-level gross
FCF could be in the $25 million to $35 million range, which could
support some debt paydown or cash accumulation.  Up to 10% of the
secured notes' principal per year can be redeemed at 103% of par.
Discretionary dividends will be largely restricted by the bank and
bond covenants.  Fitch assumes that the majority of this cash is
retained on the balance sheet or used to paydown the revolver.

As of LTM March 31, 2012, Fitch calculates leverage at 4.9 times
(x) and interest coverage at around 1.9x.  Through the projected
horizon, Fitch's current base case reflects peak gross leverage of
about 6.4x (5.5x on net basis) and trough interest coverage of
around 1.6x by year-end 2013 (assumes $78 million in interest
expense).

Borgata's solid operating performance through the LTM period
ending March 31, 2012 provides additional cushion against the
anticipated declines and further supports the affirmation of the
IDR at 'B'. Borgata EBITDA may get an additional lift from the
anticipated tax reassessment and easy comparisons in the third-
quarter 2012 (was closed for weekend in August 2011 due to a
hurricane).  Borgata's LTM EBITDA through March 31, 2012 is up
1.4% from the prior year period ($165 million vs. $163 million).
Second-quarter 2012 LTM EBITDA is expected to be down somewhat
given Borgata's gaming revenue declines reported by the state of
10.6% and 6.3% in May and June, respectively.

A downgrade is likely if Fitch revises estimates to incorporate
more adverse credit protection measures than noted above, FCF
generation becomes questionable, and/or the competitive pressures
intensify further.

Revel:
The $2.5 billion Revel opened with partial amenities and room
inventory in early April.  It earned about $13 million in gaming
revenue in its first month, about at par with the city's smaller
casinos.  Subsequent months saw slight improvement with June
revenues being nearly $15 million.  June's revenues are less than
half of Harrah's (market's number two property) and less than a
third of Borgata's.  Revel's gaming revenue will likely continue
to ramp up, but the prospects for becoming the market leader in
gaming revenues now seem dimmer, at least in the near term.

Revel's impact on Borgata's market share has been surprisingly
minimal thus far, although Fitch did anticipate the lower tier
properties to be disproportionately impacted by Revel.  Year-over-
year monthly market share comparisons for Borgata are almost
unchanged with exception of June (118 basis point decline).  But
if adjusted for hold (table hold was 13.2% in June 2012 vs. 16.2%
in June 2011) June market share is on par relative to the prior
year and is consistent with Borgata's recent historic levels of
around 20%.

Revel may take a more meaningful toll on Borgata as the year
advances but the lower than expected impact from Revel thus far
helps ease Fitch's concern relating to Revel and helps to offset
the somewhat heightened concern relating to the potential new
openings and expansions in Pennsylvania, New York and Maryland.

General Atlantic City Outlook:
Atlantic City annual gaming revenues are $3.21 billion for the LTM
period ending June 2012, which is down about 36% from their peak
levels in 2007.  Fitch's current base case assumes that the floor
for Atlantic City market revenues is roughly $3 billion, but
stabilizes slightly above that level.  Year-to-date through June,
gaming revenues are down roughly 6.5% from last year, compared to
7%, 10% and 13% declines in 2011, 2010 and 2009, respectively.

When Fitch assigned a Negative Outlook to Borgata last July the
agency forecasted flat revenue growth for 2012, which seems
unlikely at this point.  However, Fitch does expect trends to turn
positive by the year-end.  The Resorts World opening will
anniversary in late October and Revel's contribution to the
market's revenues should become more meaningful as the year
progresses.  The above will be partially offset by the opening of
Maryland Live! and Valley Forge Casino Resort, but the impact from
these openings should be relatively mild as Maryland Live! is
located 180 miles from Borgata and Valley Forge is limited to 600
slot and 50 table game positions.

Fitch projects growth for the market to be largely flat in 2013
and 2014.  In 2013 Atlantic City will continue to be pressured by
expansions at Parx and SugarHouse in the Philadelphia area.  By
2014 there could be table games at New York racetrack casinos and
Caesars' Baltimore casinos could be operational.  Maryland is also
considering allowing table games and lowering the gaming tax rate,
which would further exert pressure on Atlantic City.

Status of MGM's Sale of Its 50% Interest in Borgata:
Borgata is a 50/50 joint venture between Boyd Gaming Corporation
(Boyd; 'B' IDR; Outlook Negative by Fitch) and MGM Resorts
International (MGM; rated 'B-'; Outlook Stable).  In March 2010,
MGM announced that it entered into an agreement with New Jersey
gaming regulators to divest its 50% interest in Borgata after the
regulators found MGM's joint venture partner in Macau unsuitable.

The original agreement gave MGM 18 months to sell its share (until
September 2011), but on July 22, 2011 MGM announced that it
entered into an amended agreement.  The amendment extends the sale
deadline by 18 months, giving MGM control over the sale process
through March 2013.  As in the original agreement, the state would
take over the sale process if MGM does not sell by the specified
dates.

Rating Linkage with Boyd:

Fitch maintains a weak link between Boyd's and Borgata's ratings.
Fitch recognizes that:

  -- Borgata is the most profitable casino asset in Boyd's
     portfolio and has value as the top asset in the second
     largest market in the U.S.;
  -- Boyd is the operator of Borgata and managing member of the
     joint venture;
  -- Boyd has been consolidating Borgata in its financial
     statements since MGM announced its agreement to divest its
     share in the asset.

These factors are mitigated by:

  -- The debt at MDFC is non-recourse to Boyd and there are no
     cross-default provisions to Boyd debt;
  -- The strategic linkage and synergy between Borgata and the
     rest of Boyd's portfolio is limited: Borgata has its own
     separate loyalty program, there is minimal cross-market play,
     and there is no common brand between Borgata and the rest of
     Boyd's portfolio.

If Boyd were to acquire the remaining half of Borgata from MGM,
Fitch would revisit the rating linkage, but there is unlikely to
be a shift in the rating relationship unless Boyd were to
integrate the property more strategically into its portfolio.
Additionally, since Boyd's and Borgata's IDRs are currently both
'B', the rating impact on Borgata would be minimal.  Fitch
believes that Boyd would be an acquirer only at a deleveraging
multiple for Boyd, so no more than 7x but more likely at 6x or
below.

Liquidity Considerations:
Borgata has an adequate liquidity profile.  As of March 31, 2012,
Borgata had approximately $52.5 million of availability on its
revolver.  The revolver commitments were reduced from $150 million
to $75 million in November 2011 as part of an amendment to lower
Borgata's minimum EBITDA maintenance covenant from $150 million to
$125 million.  Cash on hand of $34 million is just sufficient to
meet cage-cash and operating needs.  Upcoming maturities include
its revolver in 2014 ($22.5 million outstanding) and $398 million
in secured notes due 2015.  As discussed above, the FCF profile is
healthy, albeit deteriorating.

Fitch estimates that Borgata will get close to tripping its $125
million EBITDA maintenance bank agreement covenant in late 2013 to
early 2014.  However, the amount outstanding on the revolver will
be minimal and the FCF profile is solid, so Borgata should not
have a problem getting another amendment to the covenant in the
current market environment, in Fitch's view.

Capital Structure Considerations:
Borgata's debt is comprised of $791.5 million in secured notes and
a $75 million senior secured revolving credit facility.  The
revolver has payment priority in connection with any foreclosing
of the collateral or insolvency proceedings pursuant to an
intercreditor agreement with the note holders.

The 'BB/RR1' rating on the revolver reflects Fitch's estimate of
full recovery on the bank debt in case of a default.  The 'BB-
/RR2' rating on the senior secured notes reflects Fitch's estimate
of superior recovery in the 71%-90% range.  Relevant assumptions
underlying the Recovery Ratings include a fully drawn $75 million
revolver, restructuring EBITDA of roughly $124 million, a 6.5x
EBITDA multiple, and administrative claims of 10% of EV.

Rating Triggers:
The following triggers would likely result in a downgrade to 'B-':

  -- Coverage declining below 1.5x (27% cushion relative to LTM
     period ending March 31, 2012 EBITDA and estimated pro forma
     interest expense of roughly $80 million);
  -- Leverage approaching 7x (30% cushion relative to LTM EBITDA)
  -- FCF approaching $15 million (30%-35% cushion relative to LTM
     EBITDA).

Fitch will look for Borgata's EBITDA to be well over $130 million
by mid-2013 in order to consider a revision in the Outlook to
Stable.  Fitch will also look for more details pertaining to the
New York proposal to expand gaming once it is picked up in the
next year's session, including the proposed locations for the
seven sites.  There is minimal upside in the ratings for the
foreseeable future.

Fitch has affirmed the following ratings for MDFC:

  -- IDR at 'B';
  -- $75 million senior secured revolving credit facility at
     'BB/RR1';
  -- $398 million senior secured first-lien notes due 2015 at
     'BB-/RR2';
  -- $393.5 million senior secured first-lien notes due 2018 at
     'BB-/RR2'.


MF GLOBAL: Koch Asks Court to Declare Trustee's $20M Claim Dead
---------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Koch Supply &
Trading LP asked a New York bankruptcy court Thursday to declare
an expired $20 million letter of credit a dead letter and not, as
MF Global Inc.'s liquidating trustee has asserted, a live debt
that must be paid to the beleaguered firm's estate.

MF Global had been the beneficiary of the $20 million standby
letter of credit, which was to be used if KS&T fell short in its
accounts.

                          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.

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.





MOORE SORRENTO: Can Continue Using Wells Fargo Cash Through Aug. 5
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, in a ninth interim order, Moore Sorrento LLC, to use
the cash collateral in which Wells Fargo Bank, N.A., asserts an
interest.

The Debtor's authority to use cash collateral will terminate on
Aug. 5, 2012, at 12:00 a.m., Prevailing Central Time.

In a prior interim order, the Debtor's authority to use cash
collateral ran through July 3.

As of the Petition Date, Wells Fargo asserts a perfected and
senior priority lien on the Wells Fargo Collateral to secure
payment of the First Note, as reflected by, among other things,
that certain Mortgage (with Power of Sale), Security Agreement,
Assignment of Rents and Financing Statement dated Nov. 7, 2007,
and that certain Assignment of Rents dated Nov. 7, 2007.

The Debtor will use the cash collateral to fund its business
operations.  The Debtor must not exceed the expenditures by 10% on
any line item basis or 10% of the total monthly expenditures,
provided that the Debtor will not make any payments to or for the
benefit of any "insider".

The Ninth Interim Order required the Debtor to make adequate
protection payment of $176,562 to Wells Fargo by July 10, which
would constitute payments of interest on the Loans at the
nondefault contract rates of interest.

As additional adequate protection, on or before the 10th day of
each month, the Debtor will deposit $23,100 as escrow for real
estate taxes, which amounts will be held by Wells Fargo in a
reserve account pending further order of the Court.

As adequate protection for any diminution in value of the lender's
collateral, the Debtors will grant Wells Fargo replacement liens
on the prepetition Wells Fargo collateral, and property acquired
by the Debtor after the Petition Date; and superpriority
administrative expense claim.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  J. Robert Forshey,
Esq., and Matthew G. Maben, Esq., at Forshey & Prostok, LLP, in
Fort Worth, Tex., serve as the Debtor's counsel.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

Attorneys for Wells Fargo Bank, N.A., Successor-by-Merger to
Wachovia Financial Services, Inc., is:

          J. Frasher Murphy, Esq.
          WINSTEAD PC
          5400 Renaissance Tower
          1201 Elm Street
          Dallas, TX 75270-2199
          Telephone: (214) 745-5400
          Facsimile: (214) 745-5390
          E-mail: fmurphy@winstead.com


MORGAN INDUSTRIES: Debtors Select GA Keen Realty to Sell Sites
--------------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group LLC, a
provider of asset disposition, valuation, real estate and
appraisal services, has been chosen by Morgan Industries and its
related debtors to market six industrial sites in Maryland, New
Jersey and Florida.

"Each of the properties are in attractive locations and offer
excellent redevelopment potential for those looking for industrial
waterfront properties," said GA Keen Realty Co-President Matthew
Bordwin.  "The properties are being sold as part of a bankruptcy
proceeding and we've been engaged by the debtor, who represents
very well-known brands including Hunter Marine, Luhr's and
Silverton Marine."

The properties available include:

    * Two parcels of vacant land, 10 and 19 acres in size, located
on Marine Road in Salisbury, Maryland that are zoned for heavy
industrial use, located west of the Salisbury-Ocean City Wicomico
Regional Airport and south of Bennett Airport;

    * A boat manufacturing facility located on 19.2 acres at 301
Riverside Dr. in Millville, New Jersey, which includes four
buildings offering 234,013 square feet of industrial space ? and
convenient access to Millville Municipal Airport and State Highway
55;

    * A 38.1 acre site at 14700 NW US Highway 441 in Alachua,
Florida, located a few miles north of Gainesville, Florida and
convenient to US Interstate 75.  Nine buildings, representing a
total of 210,080-square-feet of space, are on the property;

    * A .33 acre parcel of land located at 411 Mulholland Park in
Palatka, Florida, just west of US Interstate 95, which includes a
2,260-square-foot boathouse, dock and platforms; and

    * A waterfront boat manufacturing facility located on 38.09
acres at 255 Diesel Rd. in St. Augustine, Florida within close
proximity of US Interstate 95, which includes 12 buildings
representing a total of 164,414 square feet of industrial space.

October 5, 2012 is the offer deadline for the properties, but
Mr. Bordwin notes that offers can and will be considered prior to
that date and encourages interested buyers to contact GA Keen
Realty as soon as possible.

All sales are subject to bankruptcy court approval.

For more information about the properties, visit the GA Keen
Realty Web site at
http://www.greatamerican.com/real_estate/listings.aspxor contact
Matt Bordwin at 646-381-9222.

                  About GA Keen Realty Advisors

GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.  For more information, contact GA Keen Realty Advisors
at (646) 381-9222.

                 About Great American Group, LLC

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of industrial and retail
clients, as well as lenders, capital providers, private equity
investors and professional service firms.  Great American Group
has offices in Atlanta, Boston, Charlotte, North Carolina,
Chicago, Dallas, London, Los Angeles, New York and San Francisco.

                     About Morgan Industries

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

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

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

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

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

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

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


MORGAN INDUSTRIES: Court Approves Sale of Hunter Marine to Marlow
-----------------------------------------------------------------
Alachua County Today reports that on July 11, 2012, the U.S.
Bankruptcy Court for the District of New Jersey approved the sale
of Hunter Marine to Marlow Acquisitions, an affiliate of worldwide
boat manufacturer Marlow Marine.

According to the report, John Peterson, Hunter Marine president
and chief restructuring officer, said, "Once we get some capital
infusion from Marlow and we start putting out some new Hunter
models, we'll begin to see some growth again."

The report notes the Company's growth has steadily come back
following the bankruptcy filing.  According to the report, Hunter,
which in its pre-recession years once employed 435 people, had a
total payroll of 31 employees on May 1.  That number has increased
to 77, and Peterson is confident that the comeback will continue.

According to the report, Mr. Peterson said, "We're hoping that in
the next few months, most of the people we had to let go will have
jobs again."

The report relates Mr. Peterson said the Company will streamline
its production and integrate it with products from Marlow and
Mainship, a former Morgan Industries company that Marlow partially
acquired in its purchase.

The report says the Company will have all six of its production
lines running for the first time since the downturn, three of them
having been dormant since 2009.  The lines will produce Hunter
sailboats, Mainship trawlers and Gemini catamarans, which are not
sold by Hunter or any Marlow company, but which will bring
increased production revenue for Hunter.

                      About Morgan Industries

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

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

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

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

In their petition, the Debtors disclosed $53 million in total
assets and $80 million in total liabilities.  The petitions were
signed by John T. Peterson, treasurer.

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

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


MSJ LAS CROABAS: Ocean at Seven Seas Files in Puerto Rico
---------------------------------------------------------
MSJ Las Croabas Properties Inc., known as Ocean at Seven
Seas, filed for Chapter 11 protection July 19 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-05710).

The Fajardo, Puerto Rico-based land developer estimated assets and
liabilities of $10 million to $50 million.

Its largest secured creditor is FDIC/Real Estate Capital Key Bank,
with a claim of $20.2 million.  The Municipality of Fajardo has an
unsecured claim of $87,000, according to a court filing.  Ocean at
Seven Seas also identified two lawsuits with vendors and debts
owed to subcontractors.


MSJ LAS CROABAS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MSJ Las Croabas Properties Inc.
        aka Ocean Club At Seven Seas
        Road 9987 KM 6.0
        Las Croabas
        Bo. Las Croabas
        Fajardo, PR 00738

Bankruptcy Case No.: 12-05710

Chapter 11 Petition Date: July 19, 2012

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

About the Debtor: MSJ Las Croabas is a Puerto-Rico based land
                  developer.

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $609,845

Scheduled Liabilities: $43,174,292

The petition was signed by Michael Scarfia, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gibraltar Construction Co., Inc.   --                  $10,908,742
Banco Popular
Ctr. Bldg. #1132
Hato Rey, PR 00918

FDIC/Real Estate Capital Key Bank  --                   $8,635,807
11501 Outlook, Suite 300
Overland Park, KS 66211

TOA Landscape                      --                     $800,000
7969 Calle Los Bravos HC2
Sabana Seca, PR 00952

Alba¤ileria Mo                     --                     $477,199
HC 01 Box 4878
Naguabo, PR 00718-9727

Orlando Vazquez Torres             --                     $250,000
#2221 Jacaranda Manor
Calle D Apt 5
Ponce, PR 00731

A. Avanti Kitchens                 --                     $243,303

Rolei Electrica                    --                     $206,379

Benkar Construction                --                     $163,433

Coplin Enterprises, Inc.           --                      $94,369

Atlas Roofing                      --                      $72,175

Rolei Electrica                    --                      $66,057

Professional Power Services        --                      $59,436

Diaz Masso, Inc.                   --                      $50,750

Antonio Rios Plumbing              --                      $50,562

I H Professional Tile, Inc.        --                      $49,002

Air Master Window & Door           --                      $46,015

Steel & Pipes, Inc.                --                      $41,633

Prasa                              --                      $38,795

Constructora Benitez Corp.         --                      $36,660

Maderas 3C                         --                      $32,933


MTS GOLF: Mountain Shadows Club Files for Chapter 11 in Phoenix
---------------------------------------------------------------
MTS Land LLC and MTS Golf LLC, doing business as Mountain Shadows
Golf Club, filed bare-bones Chapter 11 petitions (Bankr. D. Ariz.
Case Nos. 12-16257 and 12-16257) in Phoenix on July 19, 2012.

According to the case docket, the schedules of assets and
liabilities are due July 19.

Mountain Shadows Golf Club -- http://www.mountainshadowsgolfclub.com/
-- is an 18 hole, par 56 course located at Paradise Valley.
Nestled in the foothills of Camelback Mountain, the 3,081-yard
Executive course claims to be one of the most scenic golf courses
in Arizona.  MTS Land and MTS Golf each estimated assets and debts
of $10 million to $50 million.


MTS GOLF: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MTS Golf LLC
        dba Mountain Shadows Golf Cub
        Crown Realty & Development
        18201 Von Karman Avenue, #950
        Irvine, CA 92612

Bankruptcy Case No.: 12-16259

Chapter 11 Petition Date: July 19, 2012

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

Debtor's Counsel: Robert C. Warnicke, Esq.
                  GORDON SILVER
                  1 East Washington, Suite 400
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  E-mail: phxbknotices@gordonsilver.com

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

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

The petition was signed by Robert A. Flaxman, administrative
agent.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
MTS Land, LLC                         12-16257            07/19/12
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

A. MTS Golf's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chubb Group Insurance Co.          ?-                     $139,588
P.O. Box 7247-0180
Philadelphia, PA 19170

Oz Architects Inc.                 --                      $59,591
7401 E. Redfield Road
Scottsdale, AZ 85260

ICOGM                              --                      $27,993
7001 N. Scottsdale Road, #1018
Scottsdale, AZ 85253

Audelos Landscaping                --                      $10,290

Thomas P. Cox Architects, Inc.     --                       $8,323

Arcadia Studio                     --                       $7,700

Fleet-Fisher Engineering           --                       $5,000

Xerox Corporation                  --                       $4,133

RLH Associates, LLC                --                       $3,704

Forrest Richardson & Assoc.        --                       $3,288

Wilbur-Ellis Company               --                       $3,159

CIT Technology Fin Serv Inc.       ?-                       $3,087

Access Telecom L.C.                --                       $2,613

Shamrock                           --                       $2,311

Elliott D. Pollack & Company       --                       $2,250

Kavanaugh Golf Course Design       --                       $2,000

Maricopa County Environ Svc        --                       $1,030

Arizona Machinery                  --                         $883

City of Phoenix                    --                         $829

Lake & Cobb                        --                         $757


B. MTS Land's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Chubb Group Insurance Co.          ?-                     $139,588
P.O. Box 7247-0180
Philadelphia, PA 19170

Oz Architects Inc.                 --                      $59,591
7401 E. Redfield Road
Scottsdale, AZ 85260

ICOGM                              --                      $27,993
7001 N. Scottsdale Road, #1018
Scottsdale, AZ 85253

Audelos Landscaping                --                      $10,290

Thomas P. Cox Architects, Inc.     --                       $8,323

Arcadia Studio                     --                       $7,700

Fleet-Fisher Engineering           --                       $5,000

Xerox Corporation                  --                       $4,133

RLH Associates, LLC                --                       $3,704

Forrest Richardson & Assoc.        --                       $3,288

Wilbur-Ellis Company               --                       $3,159

CIT Technology Fin Serv Inc.       ?-                       $3,087

Access Telecom L.C.                --                       $2,613

Shamrock                           --                       $2,311

Elliott D. Pollack & Company       --                       $2,250

Kavanaugh Golf Course Design       --                       $2,000

Maricopa County Environ Svc        --                       $1,030

Arizona Machinery                  --                         $883

City of Phoenix                    --                         $829

Lake & Cobb                        --                         $757


PALISADES 6300: Owners Retain Apartments, Loan Extended to 10 Yrs
-----------------------------------------------------------------
Palisades 6300 West Lake Mead LLC, owner of the Palisades
Apartments in Las Vegas, Nevada, has a confirmed Chapter 11 plan
that cancels receivership proceedings for its property, gives the
Debtor 10 years to pay secured creditor U.S. Bank in full, and
allows the existing owners to retain control of the property.

The Plan says the Debtor's property is worth $17.2 million.
The property at West Lake Mead Boulevard in Las Vegas has 280
residential units.

US Bank, owed for a promissory note issued prepetition, will have
an allowed claim of $14.67 million as of June 1, 2012, to be
reduced by cash collateral payments of $100,000.  On the effective
date of the Plan, the Debtor agreed to make a principal pay down
of 4400,000 from cash on hand, and $199,7000 from a trust account.
For the remaining amount, U.S. Bank's loan and note will be
extended 10 years, payable at 4.65% interest-only for three years,
then principal and interest at 4.65% for seven years beginning in
year four and amortized over 30 years.  Monthly payments will be
made and a balloon payment of the balance due will be made in
10 years.

Confirmation hearings began in April.  Bankruptcy Judge Linda B.
Riegle entered the order May 30, 2012.

A copy of the Disclosure Statement explaining the Plan is
available at http://bankrupt.com/misc/Palisades_6300_2nd_DS.pdf

                       About Palisades 6300

Palisades 6300 West Lake Mead, LLC, filed for Chapter 11
bankruptcy (Bankr. D. Nev. Case No. 11-26180) on Oct. 13, 2011.
Judge Linda B. Riegle oversees the case.  Marjorie A. Guymon,
Esq., at Goldsmith & Guymon, P.C., serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$17,452,917 in assets and $14,733,148 in liabilities.

The professionals assisting the Debtor consist of Valuation
Consultants as real estate appraiser; B&RE Property Management as
property manager and leasing agent for real property belonging to
the estate; and Kenneth Funsten, FamCo Advisory Services, as
interest rate expert.


PATRIOT COAL: Labor Union Wants Ch. 11 Case Moved to W.Va.
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the lone union
representing Patriot Coal Corp.'s employees asked a New York
federal judge on Thursday to transfer the coal producer's
bankruptcy case to West Virginia, citing the company's tenuous
links to the Empire State and the convenience of stakeholders.

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.

The case has been assigned to Judge Shelley C. Chapman.


PETER DEHAAN: Has Interim Access to Farm Credit Cash Collateral
---------------------------------------------------------------
The Bankruptcy Court for the District of Oregon has authorized
Peter DeHaan Holsteins, LLC, to access cash collateral on an
interim basis.  The Court overruled an objection filed by
Northwest Farm Credit Services in granting the motion.

As of the Petition Date, the amount owed to Farm Credit was
roughly $6.52 million.

Farm Credit asserts that its claim against the Debtor is secured
by one or more valid, enforceable, and properly perfected first
priority security interests all of the Debtor's assets, including
real property, inventory, chattel paper, accounts, equipment and
general intangibles, and in all cash and noncash proceeds of such
property.

The Debtor estimates the value of the collateral securing its
obligations to Farm Credit is in excess of $16 million as shown on
the Statement of Assets, Liabilities and Equity - Estimated
Current Values dated Dec. 31, 2011, as prepared by Genske, Mulder
& Co., LLP, CPA in March 2012.

The final hearing on the cash collateral motion is on July 27,
2012, at 2:00 p.m.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor?s dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.


PETER DEHAAN: Sec. 341 Creditors' Meeting Set for July 31
---------------------------------------------------------
The U.S. Trustee in Oregon will hold a Meeting of Creditors under
11 U.S.C. Sec. 341(a) in the Chapter 11 case of Peter DeHaan
Holsteins, LLC, on July 31, 2012, at 10:00 a.m. at UST1, US
Trustee's Office, Portland, Rm 223.

Proofs of claim are due in the case by Oct. 29, 2012.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011 the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor?s dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.


PILOT TRAVEL: Moody's Affirms 'Ba2' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Pilot Travel Centers LLC's
(Pilot) Ba2 Corporate Family Rating (CFR), Ba3 Probability of
Default Rating (PDR) and Ba2 senior secured bank credit facility
ratings. In addition, Moody's assigned a Ba2 rating to Pilot's
proposed $300 million senior secured term loan A add-on, $700
million senior secured term loan B add-on, and $100 million senior
secured revolver add-on. The rating outlook is stable.

Ratings Rationale

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

Proceeds from the proposed bank credit facility add-ons will be
used to fund a $700 million distribution to shareholders as well
as for potential acquisitions and general corporate purposes.

The affirmation of Pilot's ratings reflect Moody's view that
despite higher debt levels associated with the increase in secured
debt, Moody's believes that debt protection metrics are expected
to remain appropriate for the company's Ba2 Corporate Family
Rating as fuel margins are expected to remain at levels that have
exceeded historic levels, management continues to focus on cost
containment, and operating performance remains stable.

Ratings affirmed and LGD point estimates adjusted are:

Corporate Family Rating of Ba2

Probability of Default Rating of Ba3

$800 million senior secured revolving credit facility expiring
3/30/2016 at Ba2 (LGD 3, 38% from LGD 3, 39%)

$800 million senior secured term loan A due 3/30/2016 at Ba2 (LGD
3, 38% from LGD 3, 39%)

$1.0 billion senior secured term loan B due 3/30/2018 at Ba2 (LGD
3, 38% from LGD 3, 39%)

$343 million senior secured term Loan C due 9/30/2018 at Ba2 (LGD
3, 38% from LGD 3, 39%)

Ratings assigned are:

$100 million senior secured revolving credit facility expiring
3/30/2016, rated Ba2 (LGD 3, 38%)

$300 million senior secured term loan A due 3/30/2016, rated Ba2
(LGD 3, 38%)

$700 million senior secured term loan B due 2019, rated Ba2 (LGD
3, 38%)

The Ba2 Corporate Family Rating reflects Pilot's relatively good
debt protection metrics -- pro forma for the re-financing, good
liquidity, meaningful scale, geographic reach, and relatively
diverse profit stream. The ratings are constrained by Pilot's
relatively aggressive financial policy, reliance on high volume,
low margin fuel sales, some regional concentration, and the
inherent risk of additional acquisitions in a consolidating
industry.

The stable outlook reflects Moody's view that debt protection
metrics will gradually improve as fuel margins remain above
historic levels and that liquidity will remain good.

Factors that could result in an upgrade include a financial policy
and growth strategy that remained balanced and supported the
credit profile required of a higher rating. An upgrade would also
require a sustained improvement in debt protection metrics driven
in part by stronger operating performance of its fuel business,
with gross margins from Pilot's non- fuel businesses remaining
stable. A higher rating would also require maintaining good
liquidity. Quantitatively, an upgrade would require sustained debt
to EBITDA below 3.5 times, EBITA coverage of interest of above 4.0
times, and retained cash flow to net debt of about 25%.

A downgrade could occur in the event that debt protection measures
weaken or liquidity deteriorated. The adoption of an aggressive
financial policy or growth strategy that negatively impacted debt
protection metrics or liquidity could also pressure the ratings.
Specifically, ratings could be downgraded if debt to EBITDA
exceeded 4.5 times, EBITA coverage of interest fell below 1.75
times, or liquidity deteriorated.

The principal methodology used in rating Pilot Travel Centers LLC
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.

Pilot Travel Centers LLC is a partnership that owns and operates
approximately 494 truck stops across the U.S. and Canada. In
addition to fuel, Pilot locations have convenience stores, fast
food restaurants, and other amenities. Annual revenues are
approximately $27 billion.


PEREGRINE FIN'L: Receiver Can Hire Pilot, Restaurant Manager
------------------------------------------------------------
Linda Sandler, the bankruptcy columnist for Bloomberg News,
reports that a judge ruled that the receiver for Peregrine
Financial Group Inc. has authority to hire Russell Wasendorf Sr.'s
head pilot and restaurant manager to help find and secure assets
controlled by the bankrupt future brokerage's former chief
executive officer.

According to the report, temporary equity receiver Michael
Eidelman was appointed on request of the U.S. Commodity Futures
Trading Commission, which is probing more than $200 million of
missing customer money.  He has more power than the trustee
liquidating the brokerage in bankruptcy court, because he has
"exclusive jurisdiction" to take possession of all funds,
properties and assets owned or controlled by Mr. Wasendorf, as
well as customers' assets, U.S. District Judge Rebecca Pallmeyer
said in an order.

The report relates that Robert Thompson, head pilot of Wasendorf
Air LLC; Cindy Zubak, manager of Mr. Wasendorf's restaurant My
Verona LLC; and Heather McCallum, chief financial officer of
Wasendorf & Associates Inc., would be paid hourly rates, equal to
their current salaries divided by 2,000, if Mr. Eidelman needs
their services, according to the order filed July 17 in federal
court in Chicago.

Mr. Eidelman, the report discloses, is free to hire private
investigators, locksmiths and lawyers, spending whatever estate
money is "necessary or advisable" to preserve, hold or manage the
former CEO's assets.  Mr. Eidelman will take possession of those
assets, as well as all real estate controlled by Mr. Wasendorf,
including a condominium at 195 North Harbor Drive in Chicago.
Mr. Eidelman must notify the bankruptcy trustee, Ira Bodenstein,
if he receives customer assets or trading positions, the judge
said. Should he agree with the trustee on what to do with those
positions, "then the receiver shall be free to implement such
disposition;" otherwise he can ask the judge for permission to do
it his way, the judge said.

Mr. Eidelman also has power to push any Wasendorf entity into
bankruptcy, Judge Pallmeyer said.

The judge barred anyone else from trying to establish or enforce
any claims against or on behalf of Mr. Wasendorf and his
companies, or the receiver and assets he assembled. No civil
lawsuit can be started or litigated, and no debts can be
accelerated by lenders.

The CFTC, which sued Mr. Wasendorf and Peregrine, is exempt along
with other regulators, as is the Justice Department, which also is
probing Mr. Wasendorf and the firm.

                     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.


PINAFORE HOLDINGS: S&P Raises Rating on 2nd Lien Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating to 'BB-
' from 'B+' on the senior secured second-lien notes issued by
subsidiaries of The Netherlands-based global engineering and
manufacturing company Pinafore Holdings B.V. ('BB-/Stable'). "We
revised the recovery rating on these notes to '4', indicating our
expectation for average (30%-50%) recovery for noteholders
following a payment default, from '5'. Our recovery expectation
has increased after Pinafore's subsidiaries, Tomkins LLC and
Tomkins Inc., repurchased $475 million in aggregate principal
amount of the 9% notes, due 2018, as the tender offer expired on
July 19. The company reported (on July 5, 2012) that the offer was
oversubscribed," S&P said.

"Our corporate credit rating on Pinafore remains unchanged. Its
subsidiaries also announced that they are seeking consent to
increase the capacity under the indenture to make restricted
payments. In our view, the potential for higher shareholder
distributions under the consent agreement offsets the debt
reduction," S&P said.

Ratings List

Pinafore Holdings B.V.
Corporate credit rating                BB-/Stable/--

Rating Raised; Recovery Rating Revised
                                        To                 From
Tomkins LLC
Tomkins Inc.
Sr sec second-lien notes due 2018      BB-                B+
  Recovery rating                       4                  5


PRINCE SPORTS: FTI Consulting Approved to Provide CRO and CFO
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Prince Sports, Inc., et al., to employ FTI Consulting, Inc., to
provide (i) David J. Woodward as chief restructuring officer; (ii)
Brian Cashman as chief financial officer, and (iii) additional
personnel to provide additional restructuring support to the
Debtors.

The hourly rates of the firm's personnel are:

         Senior Managing Directors            $780 - $895
         Directors/Managing Directors         $560 - $745
         Consultants/Senior Consultants       $280 - $530
         Administrative/Paraprofessionals     $115 - $230

As an accommodation to the Debtor, FTI will provide the services
at 80% of FTI's standard hourly rates.  For services rendered by
Mr. Cashman in connection with the assignment, the Company agrees
to pay FTI a weekly, non-refundable fee of $17,500.

Prior to the Petition Date, the Debtors provided FTI with a
retainer of $100,000.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  The Company pioneered many innovative designs,
including the "oversized" racquet, the "longbody" racquet, and
technology for racquet applications such as Triple Threat, 03 and
EX03.  Prince sells its products through brands like "Ektelon,"
which sells racquetball racquets, footwear and gloves and "Viking
Athletics," through which it sells platform tennis paddles, balls
and gloves.  Prince is distributed in over 100 countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

The Debtor has a Chapter 11 plan where (ABG)-Prince LLC, which
acquired the secured debt from GE Capital and Madison Capital,
will be acquiring 100% of the new equity in exchange of the
discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting, Inc., to
provide David J. Woodward as Chief Restructuring Officer, and
provide additional personnel.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

Patton Boggs LLP represents the Official Committee of Unsecured
Creditors of Prince Sports, Inc., et al.  Patton Boggs LLP serves
as lead counsel for the Committee.  Gavin/Solmonese LLC serves as
its financial advisor.  The Committee tapped to retain Connolly
Bove Lodge & Hutz LLP as Delaware counsel.


RENO-SPARKS: Fitch Affirms 'BB' Longterm Issuer Default Rating
--------------------------------------------------------
Fitch Ratings takes the following rating action on Reno-Sparks
Indian Colony, NV (RSIC) as part of its continuous surveillance
efforts:

  - Long-term Issuer Default Rating (IDR) affirmed at 'BB'.

The Rating Outlook is revised to Positive from Stable.

KEY RATING DRIVERS

SURPLUS DRIVES OUTLOOK REVISION: The colony's fiscal 2011
unaudited results reflect the third year of surplus operations and
a return to positive general fund balance supported by
conservative expense budgeting and a growing and well-performing
sales tax base.  RSIC maintains additional financial resources
outside of the general which can provide short-term financial
cushion if needed.

EXTREME RELIANCE ON ECONOMICALLY SENSITIVE REVENUES: RSIC
operations are solely dependent upon economically sensitive and
concentrated sales and excise taxes in a region hit particularly
hard by the economic downturn.  Taxable sales have shown signs of
recovery with over a year of positive growth following severe
declines the few years prior.

DIVERSIFICATION IN SALES TAX BASE: RSIC continues to make
important strides in diversifying away from declining tobacco
related sales tax revenues.  Wal-Mart is now the largest taxpayer,
and prospects are solid for continued expansion in high-end car
dealers and other retailers.  Continued success should create more
financial stability over the long term, although a high level of
concentration is likely to remain.

ELEVATED DEBT BURDEN: The debt service burden on the budget is
high and will grow with planned future borrowings.  However, it is
consistent with the rating category and mitigated by new dedicated
sales tax revenues.

WHAT COULD TRIGGER A RATING ACTION

CONTINUED MOMENTUM: Further improvement in financial performance
reflected in continued general fund surplus and successful
implementation of pending near-term development projects will
create greater financial stability and diversity and likely lead
to an upgrade.

CREDIT PROFILE
The RSIC is a federally recognized tribe with a reservation
consisting of noncontiguous trust land totaling over 2,000 acres
in and around downtown Reno, Nevada, within Washoe County (the
county).  The tribe has approximately 1,064 enrolled members and
employs approximately 300 people, 45% of which are tribal members.
The tribe is governed by an eight-member tribal council and a
tribal chairman, all elected to four year staggered terms.

DEPENDENCE ON SALES TAX REVENUES
The tribe's authority to levy and collect sales and excise taxes
on businesses operating on tribal trust land is generated from an
agreement with the state signed in 1991. The agreement stipulates
that the tribe must charge a rate at least equivalent to the
state's sales and excise tax rate on retail sales activity on
tribal trust land.  The colony maintains an important pricing
advantage over its non-tribal competitors for the tobacco products
sold at its five smoke shops because the colony does not pay taxes
to the state on tobacco products purchased for sale.  There are no
other tribally owned smoke shops in the RSIC service area.

DIVERSIFYING SALES TAX BASE AWAY FROM TOBACCO
Fiscal 2011 was a significant year for colony financial operations
as management met two important self-imposed benchmarks;
diversification (as defined by the colony) away from tobacco sales
tax revenue and a return to positive balance in the general fund.

Sales tax revenues from the five tribal-owned smoke shops have
been the colony's largest source of revenues historically but fell
significantly as a share of general fund revenue due to declining
consumption for tobacco products and the colony's execution of a
long-term diversification plan.  Unaudited fiscal 2011 results
show tobacco-related sales and excise taxes totaling under 50% of
general fund revenues, down from 56% in fiscal 2010 (audited) but
reduced dramatically from 93% in fiscal 1999.  Tobacco revenues
started declining in fiscal 2006 between 1-3% through fiscal 2011.
The colony is projecting a much larger 10.2% decline for fiscal
2012, which management reports is largely due to higher gas prices
as colony smoke shops are focused on bulk sales with many
customers from outside the area.  Fitch is skeptical about the
colony's ability to execute its plan to adjust margins and
aggressively advertise to achieve its moderated projected declines
in fiscals 2013 and 2014.

To counteract a long trend of declining tobacco revenues, the
colony remains focused on its diversification efforts.  Following
some delays, Wal-Mart (rated 'AA', Stable Outlook by Fitch) opened
on colony land in October 2010 and is now the largest tax-payer
contributing $3.7 million or 31% of estimated fiscal 2012 sales
tax receipts.  The colony's majority of remaining non-tobacco
sales taxes are generated from high-end car dealerships with
Mercedes and Acura rounding out the top three payers.  Tobacco and
non-tobacco sales tax revenues in fiscal 2012 are estimated at 46%
and 54%, respectively, of $11.9 million in total sales tax
receipts.

SALES TAX SHARING AGREEMENT SUPPORTS FUTURE DIVERSIFICATION
Pursuant to a revenue sharing agreement being negotiated with the
state, the colony will obtain six acres of state land adjacent to
the Wal-Mart site which will be used for future economic
development.  In exchange, the colony will finance $8 million to
construct a state restitution center and satisfy its total revenue
sharing obligation to the state. The revenue sharing agreement
also includes the colony sharing revenue with the Washoe County
school district.  The colony's annual revenue sharing obligations
will be paid from no more than 2.5% of annual taxable sales
generated from Wal-Mart.  The colony reports that loan payments on
the $8 million have a first priority, followed by payment to the
schools, with the excess flowing to the colony.

Current colony projections show construction starting in 2013 and
a full year of revenue sharing in fiscal 2014. With 2% annual
growth in Walmart sales tax receipts, the colony projects Walmart
revenues to the colony after revenue sharing will drop to $3
million in fiscal 2014.  However, the colony is projecting strong
growth in other non-tobacco sales tax receipts based on economic
development projects underway; the largest of which are a new
Infiniti dealer in 2013 and a CarMax headquarters in 2014.
Infiniti broke ground earlier this month and is on schedule.  The
colony and CarMax have reached mutual agreement but are awaiting
approval from the federal government to put the land into trust,
which could create delays.  Fitch views the colony's base line
sales tax growth assumption of 2% as reasonable given apparent
signs of recovery in the region.  According to information on the
state's website, county year-to-date taxable sales through April
2012 are up 4.7% compared to 1.9% the year prior which reverses
the 10.8% decline reported the year before that.

While Fitch expresses concern over the timing of certain projects
it is clear that the colony has been successful in achieving
important diversification goals.  Fitch notes that the colony's
credit profile will always include a dependence on economically
sensitive revenue streams and concentration among a few top
taxpayers but diversification within this revenue source is a
credit positive.  Continued success in this area reflected in
revenue generation from new projects will likely lead to upward
rating momentum.

GENERAL FUND TURN AROUND EVIDENT
The colony reports another important achievement in fiscal 2011
with unaudited results showing a full reversal of the general fund
deficit and a return to accumulated fund balance.  The fiscal 2011
budget included a $2.4 million addition to general fund balance
with $13.9 million in revenues and $11.7 million in expenses.
Unaudited results show budgetary savings, largely in the areas of
salaries and benefits, yielding a general fund surplus (after
transfers) totaling $3.2 million on a cash basis.  Fiscal 2011
marks the third consecutive year of general fund surplus and the
first year since fiscal 2004 of positive fund balance which will
likely be over 20% of spending.  The fiscal 2012 general fund
budget includes a $1.7 million surplus (after transfers) and
management reports year to date results are outperforming original
projections.

RSIC's general fund service spending is focused on tribal court
and administration, public works and education.  The colony has
proven consistently conservative on budgeting expenditures but
with a revenue base concentrated in sales taxes, remain vulnerable
to budget shocks.  Protracted recessionary pressure and delays in
the Wal-Mart opening caused under-budget sales tax revenues for
both tobacco and other retail to prolong the colony's planned
replenishment of unreserved balance in the general fund.

The fiscal 2010 general fund accumulated deficit totaled negative
$450,000 (-4.5% of spending) but was a sizable reduction from
fiscal 2009, due to a $1.4 million net surplus, and down
significantly from the negative 25% accumulated fund deficit
reported in fiscal 2007.  The original cause of the deficit was
transfers to the colony's old healthcare clinic that was replace
with a new facility funded with the series 2006 bond proceeds.
The clinic opened in 2008 and maintains solid profitability.

Importantly, the RSIC retains fiscal cushion outside the general
fund in the enterprise, grant and capital funds.  As of May 31,
2012 the colony reports approximately $7 million in unrestricted
balances outside the general fund, representing a solid additional
cushion against $11.6 million in fiscal 2012 budgeted general fund
spending.

GROWING DEBT PROFILE; HIGH CARRYING COSTS
The RSIC has outstanding debt of $13.8 million, series 2006 fixed
rated bonds rated 'AA-' by Fitch based on a direct-pay letter of
credit (LOC) provided by U.S. Bank, National Association. The
RSIC's debt profile includes $6.4 million in outstanding bank
loans in addition to the series 2006 bonds.  Carrying costs in the
fiscal 2012 budget for existing debt are high at 21% of general
fund spending.  The aforementioned $8 million planned loan for the
restitution center will increase the colony's debt by 40%.  Fitch
is concerned about the related increase in fixed costs but notes
that the increased debt service payments will be taken off the top
of increased sales tax revenues generated by Wal-Mart with a
manageable net effect on the general fund budget.

The LOC supporting the series 2006 bonds was auto-renewed again
and expires in June 28, 2013. If the LOC is terminated without
substitution, a mandatory tender is triggered.  At that point the
bonds become bank bonds and the terms of the indenture specify
that the RSIC must pay the bonds in full within 36 hours or pay a
rate to the bank of 5% above prime until the bonds are paid in
full.  Ongoing payments required under a bank bond scenario would
add significant additional stress to the RSIC's financial profile,
as the already elevated debt service on the bonds would rise
notably.


RIVER-BLUFF ENTERPRISES: Files for Chapter 11 in Modesto
--------------------------------------------------------
River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 12-92017) in Modesto on July 20, 2012.

The Debtor estimated assets of $10 million to $50 million and
liabilities of at least $1 million.

The schedules of assets and liabilities and the statement of
financial affairs are due Aug. 3, 2012.

The board of directors authorized the bankruptcy filing and the
hiring of David C. Johnston, Esq., of Johnston & Johnston as
bankruptcy counsel.


RIVER-BLUFF ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: River-Bluff Enterprises, Inc.
        1442 St. Francis Avenue
        Modesto, CA 95356

Bankruptcy Case No.: 12-92017

Chapter 11 Petition Date: July 20, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

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

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

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

The petition was signed by Roger Haney, president.


ROVI CORP: Moody's Says Lowered Earnings Guidance Credit Negative
-----------------------------------------------------------------
Moody's Investors Service said Rovi Corporation's weaker-than-
expected cash flow generation for 2012 and the resultant delay in
achieving previously committed deleveraging target of less than
4.0x (total debt to company's adjusted pro forma EBITDA) are
credit negative and leave very little margin for execution
missteps in the current Ba3 Corporate Family Rating. Rovi
announced on July 17 that it expects to generate lower revenue and
earnings in 2012.

However, downward revision of revenues and earnings for 2012 does
not impact the ratings at the present time. Rovi's robust
liquidity provides the cushion to absorb the temporary impact from
execution challenges and Moody's expects the company's revenue
should return to mid-single digit growth rates in 2013.

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

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated solutions to media entertainment market. The
company has a broad patent portfolio spanning display of and
interaction with TV program guides.


RUDEN MCCLOSKY: Judge Allows Alzheimer's Group Suit
---------------------------------------------------
Howard Goodman at Bankruptcy Law360 reports that U.S. Bankruptcy
Court Judge Raymond B. Ray opened the door Thursday for an
Alzheimer's Association chapter to pursue a $1.1 million legal
malpractice suit against Ruden McClosky PA for allegedly steering
the charity's funds into the firm's investment arm without its
knowledge.

Judge Ray granted a motion by the Alzheimers Disease and Related
Disorders Association Southeast Florida Chapter Inc. of West Palm
Beach, Fla., to lift the automatic stay in the bankruptcy so it
could proceed with the lawsuit it filed, according to Bankruptcy
Law360.

                       About Ruden McClosky

Founded in 1959, Ruden McClosky P.A., fdba Ruden, McClosky, Smith,
Schuster & Russell, P.A. -- http://www.ruden.com/-- was a full-
service law firm serving the legal needs of clients throughout
Florida, the U.S., and internationally.  It had eight offices in
Florida.

In August 2011, the firm was reportedly in merger talks with
Cleveland, Ohio-based Benesch firm.  In September 2011, founder
Donald McClosky died after a long battle with cancer.

Ruden McClosky filed for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 11-40603) on Nov. 1, 2011, in its hometown of Fort
Lauderdale, with a plan to sell a substantial portion of its
assets for $7.6 million to Fort Lauderdale-based Greenspoon
Marder, subject to higher and better offers at an auction.

Judge Raymond B. Ray oversees the case.  Leslie Gern Cloyd, Esq.,
and Paul Steven Singerman, Esq. -- lcloyd@bergersingerman.com and
singerman@bergersingerman.com -- at Berger Singerman, P.A., serve
as the Debtor's counsel.  Development Specialists, Inc., serves as
the Debtor's restructuring advisors.  The Debtor tapped Steven J.
Gutter, P.A., as its special litigation counsel in connection with
collection of accounts receivable, and authorization to settle
accounts receivable claims in the ordinary course of business.

The petition was signed by DSI's Joseph J. Luzinski, who serves as
chief restructuring officer.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.  In its
petition, the Debtor estimated $10 million to $50 million in both
assets and debts.

An official committee of unsecured creditors has been appointed in
the case, and is represented by Segall Gordich, P.A.  The
Committee tapped Soneet Kapila, CPA, and the firm of Kapila &
Company as its financial advisor.

Counsel to the Debtor's lender, Wells Fargo Bank, N.A., is
Jonathan Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.  Counsel to Greenspoon Marder, the proposed purchaser, is R.
Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine, LLP.


SANKO STEAMSHIP: Says Asafui Named Trustee
------------------------------------------
Sanko Steamship Co. said Hisashi Asafuji, who was appointed
company president on July 2, was named trustee by a Tokyo court,
according to an e-mailed statement to Bloomberg News.

                       About Sanko Steamship

The Sanko Steamship Co. Ltd., which owns or operates 156 vessels,
on July 2, 2012, commenced bankruptcy reorganization proceedings
under the Corporate Reorganization Act of Japan before the Tokyo
District Court, Civil Department No. 8.  Hisashi Asafuji, in his
capacity as the representative director and foreign
representative of Sanko in the Japanese Proceeding, filed
parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 12-12815) in Manhattan on the same day.
Chiyoda-ku, Tokyo-based Sanko said assets on March 31, 2012, were
about $1 billion while debt totaled $947 million, mostly
unsecured.  The debt total doesn't include liabilities on
chartered vessels.

U.S. Bankruptcy Judge James M. Peck presides over the Chapter 15
case.  Daniel J. Guyder, Esq., at Allen & Overy LLP, represents
the foreign representative.


SAPPHIRE VP: Modified Plan of Liquidation Wins Court Approval
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
signed an agreed order confirming Sapphire VP, L.P.'s Plan of
Liquidation dated May 31, 2012, as modified.

On June 27, the Debtor requested that the Court approve the
modifications to the Plan.  The Debtor related that the primary
reason for the filing the supplement is because SSPIBR, Ltd., an
unsecured creditor and equity interest holder in the case, has
requested that Article 6 of the Plan be modified to include a
provision requiring that the Litigation Trustee prepare and
circulate periodic status reports to creditors of the trust.  The
Modification must be approved before the Plan can be confirmed.

A copy of the supplement is available for free at
http://bankrupt.com/misc/SAPPHIREVP_planmodification.pdf

The Court also said that in connection to the Plan confirmation:
(i) objections to the Plan filed by Gary Leach and GT Leach
Builders, LLC were withdrawn; and automatic stay is terminated to
allow International Bank of Commerce to foreclose on the Sapphire
Property.

As reported in the Troubled Company Reporter on June 22, 2012, the
Court conditionally approved the Disclosure Statement explaining
the proposed Plan dated May 31, 2012.

With no economic improvement foreseen in the near term, the Debtor
agreed to lift the automatic stay and allow International Bank of
Commerce and/or Premier Tierra Holdings Inc. to foreclose their
liens on the Sapphire project for a credit against the debt equal
to $28 million which has been stipulated as the current value of
the property.

Pursuant to the settlement, general unsecured creditors will be
paid up to $70,000 from the ZCA settlement proceeds, which the
Debtor estimates will be 100% of the allowed claims.  The Debtor
estimates that in a Chapter 7 liquidation scenario, unsecured
creditors at best would recover only 60% of the allowed claims.

IBC alleges that as of the Petition Date the outstanding amount
owed to IBC and Premier Tierra is $36.9 million plus attorneys
fees and costs and expenses.  Pursuant to the Plan, IBC and
Premier Tierra will have an allowed claim of $36.9 million.  IBC
and Premier Tierra will receive, among other things:

   (i) The Sapphire property and a credit of $28 million will be
       applied against the secured claim;

  (ii) 100% of the settlement proceeds from the pending partial
       settlement (net of attorney?s fees and costs) from the
       pending partial settlement of Sapphire Construction
       Litigation Claims against ZCA Residential, LLC; and

(iii) proceeds from litigation claims until the allowed claim
       is paid in full.

According to the Disclosure Statement, the Plan provides for these
terms:

   1) Allowed administrative claims will be paid in cash in full
      From the Cash Infusion unless otherwise agreed;

   2) Ad valorem property taxes will be paid by IBC when due;

   3) the Sapphire Property will be foreclosed on by IBC or
      Premier Tierra for a credit against the debt equal to $28
      million, plus payment of a portion of the proceeds from the
      "reserved litigation claims";

   4) Allowed non-insider general unsecured claims, including any
      claims related to condominium association dues, will be paid
      a pro rata share $70,000 from the ZCA Settlement Proceeds;

   5) Allowed insider claims will receive specified percentages of
      the proceeds from reserved litigation claims up to the full
      amount of the allowed claim;

   6) Equity interest holders will receive any funds remaining
      after full payment to IBC, Premier Tierra, and holders of
      allowed general unsecured claims and allowed insider claims.

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

                         About Sapphire VP

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor is the developer of the Sapphire Condominiums project
located at South Padre Island, Texas.  The Debtor in its schedules
said the property is worth $35 million and secures a $32.3 million
debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.

The Debtor in April 2012 filed a motion for valuation of the
collateral.  The Debtor and IBC agreed to abate this matter
pursuant to a settlement.

A related entity, Houston, Texas-based Diamond Beach VP, LP, filed
a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in
Brownsville on April 2, 2012.  The Debtor owns the Diamond Beach
Condominiums located at Galveston, Texas.  IBC objected to Diamond
Beach's request for joint administration with the Sapphire case.
As part of a settlement, if Diamond's Chapter 11 plan is
confirmed, the Debtor will withdraw this motion from consideration
by the Court.  Sapphire and Diamond are seeking confirmation of
separate Chapter 11 plans.


SEA TRAIL CORP: Plan Confirmation Hearing Rescheduled to Sept. 20
-----------------------------------------------------------------
Sea Trail Corp. will seek confirmation of its reorganization plan
at a hearing on Sept. 20, 2012.  The Debtor will also seek
approval of the explanatory disclosure statement at the hearing.

The Official Committee of Unsecured Creditors and the Bankruptcy
Administrator of the Eastern District of North Carolina filed
objections to the First Amended Plan before the hearing originally
scheduled for July 17.

The Committee complains, among other things, that the First
Amended Plan discriminates between classes of creditors, offers
different treatment to like claims and fails to subordinate
insider claims, instead giving them preferential treatment, all in
violation of Sections 1122, 1123 and 1129.

The Bankruptcy Administrator notes that the Plan, as proposed,
calls for certain proceeds to be distributed amongst shareholders
on account of shareholder loans.  It warns that should an impaired
class object to the Debtor's Plan, this provision may violate the
absolute priority rule.

The Debtor filed an Amended Plan on May 22, 2012.  According to
the disclosure statement, the Plan provides for these terms:

   * Waccamaw Bank, its primary secured creditor and owed
     $15.88 million, will receive all net proceeds of sale of the
     Debtor's assets, subject to a carve-out.

   * Unsecured creditors each with claims less than $1,000 will
     receive 35% of their outstanding claims within 90 days of the
     Effective Date.

   * Unsecured creditors each with claims greater than $1,000 will
     receive a pro rata share of sale proceeds from the sale of
     property located at 390 Magnolia Drive, after payment of all
     costs of sale, property taxes, outstanding administrative
     claims, and the quarterly fee payment.

   * Shareholders will assignment by the Debtor of the Sewer
     Service Agreement, 90 sewer taps, and 50% of all proceeds
     collected from any avoidance actions, after the unsecured
     creditors receive their 50% share of these proceeds.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Sea_Trail_DS_052212.pdf

The Creditors Committee is represented by:

         J.M. Cook, Esq.
         J.M. COOK, P.A.
         Attorney at Law
         5886 Faringdon Place, Suite 100
         Raleigh, NC 27609
         Tel: (919) 6752411
         Fax: (919) 8821719
         E-mail: J.M.Cook@jmcookesq.com

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based, Sea Trail Corporation operates
the Sea Trail Golf Resort and Conference Center.  The Debtor's
business operations are comprise of three operating divisions,
including the golf division, the convention and resort division,
and the real estate division.

Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina.
The Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SL6 LLC: Plan Held Up as Property Conveyed to Bank or Purchaser
---------------------------------------------------------------
S.L.6 L.L.C., owner and developer of real property located in
Eagle Mountain, Utah County, Utah known as the SilverLake at Eagle
Mountain subdivision, in March filed an amended Chapter 11 plan
that contemplates the sale of the property for a period six months
from the effective date of the Plan.  The Plan said that instead
of hiring a broker, members of the Debtor have utilized their
knowledge of real estate developers in Utah to approach potential
interested buyers.  If unable to sell by the deadline, the Debtor
would convey the property to Zions First National Bank, N.A.,
which is owed $15.35 million on development loans.

The property is encumbered by substantial liens evidenced by trust
deeds in favor of Zions Bank.  Zions filed a lift stay motion in
January.

A deal reached with the bank placed the sale deadline earlier.

The parties obtained approval in April of a stipulation providing
that if a sale on the Debtor's real property was not closed by
May 4, 2012, the automatic stay will be terminated to allow Zions
Bank to pursue its state law foreclosure rights on its trust
deeds.

A Declaration of Covenants, Conditions and Restrictions signed
Aug. 29, 2008, provided that for a period of 99 years, 1% of the
gross sales price from any transfer of the property was to be paid
to National Covenant Clearinghouse as trustee for the benefit of
certain beneficiaries in accordance with their proportionate
beneficial interests (the Debtor has 50% interest).  The Debtor on
May 4 obtained approval to terminate the Transfer Fee Declaration
to remove the additional cost for purchasers of the Debtor's real
property.  The May 4 order also provided that a sale is
authorized.

No docket activity has occurred since May 4, 2012.

A copy of the Disclosure Statement is available at
http://bankrupt.com/misc/SL6_LLC_Plan_Outline_Amended.pdf

                         About S.L.6 L.L.C.

SilverLake at Eagle Mountain is a master planned residential
community.  As of the bankruptcy filing, the Debtor owned over 30
remaining fully improved single-family lots in SilverLake at Eagle
Mountain, as well as 1,800 paper lots on ń265.98 acres.

S.L.6 L.L.C. filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-34911) on Oct. 13, 2011.  Judge William T. Thurman presides
over the case.  Douglas J. Payne, Esq., Gary E. Jubber, Esq., and
Peter W. Billings, Esq., at Fabian & Clendenin, in Salt Lake City,
serve as the Debtor's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts.


SP NEWSPRINT: Seeks Court Nod on Lenders' $145M Stalking Horse Bid
------------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that SP Newsprint
Holdings LLC asked a Delaware court Thursday to approve a stalking
horse credit bid from its prepetition lenders that would sell its
assets for approximately $145 million and assume its more than
$28 million in contract liabilities.

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STOCKTON, CA: Reveals Mediation Offers Before Court Filing
----------------------------------------------------------
Steven Church at Bloomberg News reports that Stockton said it
asked bondholders and other lenders owed more than $300 million to
take less than full repayment as part of an unsuccessful bid to
avert the biggest ever bankruptcy filing by a U.S. city.

According to the report, under a proposal made public July 20,
Stockton told unsecured bondholders owed about $124.3 million they
would no longer receive any debt payments from the general fund,
the main account used to pay for services like police and fire
protection.  Secured bondholders, who hold debt guaranteed by
assets, were asked to accept smaller interest payments and a
longer, 40-year repayment term.

The city said in a statement that it filed an almost 800-page
court document laying out cuts it asked of bondholders, retirees
and employees to avoid court protection.  The filing couldn't be
immediately confirmed in records of the U.S. Bankruptcy Court in
Sacramento.  Stockton said it made a "good faith" effort to
negotiate a restructuring plan that would adjust its debt to a
level it could afford to pay, City Manager Bob Deis said in the
statement.  He blamed the bankruptcy on the city's inability to
persuade bondholders and retirees to accept the requested cuts.

The report recounts that earlier this month, U.S. Bankruptcy Judge
Christopher Klein authorized the city to file the so-called Ask
document, and other files related to the state-mandated mediation,
along with details about its meetings with creditors.  Judge Klein
denied the city's request to release creditors' counteroffers,
saying that might disrupt future mediation efforts.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


TASANN TING: Reorganization Case Converted to Chapter 7
-------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California converted the Chapter 11 case of
Tasann Ting Group Inc., to one under Chapter 7 of the Bankruptcy
Code.

As reported in TCR on Nov. 30, 2011, August B. Landis, Acting U.S.
Trustee for Region 17 requested for the conversion of the Debtor's
case on these grounds:

   1) The case has been pending for almost one year, and the
      Debtor has failed to file a viable disclosure statement or
      plan; and

   2) The Debtor is operating at a significant monthly deficit and
      there is no likelihood of rehabilitation.

Secured creditor 39889 Eureka Drive LLC joined in the motion to
convert the case.  The secured creditor said that the Debtor
failed to make monthly payment due Nov. 1, 2011, failed to cure
the default by Dec. 1, and failed to make payment on Dec. 1.
According to 39889 Eureka, the Debtor's failure to make the
adequate protection payments reflects that the Debtor has no
reasonable likelihood of reorganization.

On Aug. 3, 2011, the Court required the Debtor to make $80,500
monthly adequate protection payments to the lender.  The order
provided that if the Debtor failed to make any monthly payment,
the Debtor would have 15 days to cure the default after written
notice from the lender.  If the Debtor failed to timely cure the
default, the lender would have relief from the automatic stay to
exercise its rights and remedies without further order of the
Court.

                      About Tasann Ting Group

Sunnyvale, California-based Tasann Ting Group, Inc. A Calif. Corp
owns and operates a 250,000 square foot commercial warehouse
facility located at 39889 Eureka Drive, Newark, California.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif.
Case No. 10-63154) on Dec. 28, 2010.  Ted Z. Wolny, Esq., at
Miller Wolny Legal Group, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$19,440,960 in total assets and $21,052,736 in total debts as of
the Petition Date.


TAWK DEVELOPMENT: Plan Effective; Court Closes Chapter 11 Case
--------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Navada entered a final decree closing the Chapter 11
case of Tawk Development, LLC.

The Court determined that the Debtor's estate has been fully
administered.

On May 14, 2012 the Debtor notified the Court that the Effective
date of the Plan of Reorganization dated Jan. 14, 2011, occurred
on May 1.  The Court confirmed the Debtor's Plan on April 16.

Holders of allowed claims in Class 1 (Secured Lender Claim) and
Class 4 (General Unsecured Creditors), which are impaired under
the Plan, were entitled to vote on the Plan.  Holders of claims
and interests in Class 2 (Secured Sewer Claim), Class 3 (Other
Priority Unsecured Claims), and Class 5 (Equity Securities), were
unimpaired.

The Class 1 Secured Lender, owed in the principal amount of
$19,935,848, will receive interest-only payments for the first 36
months after the Effective Date.  Beginning on the 10th calendar
day of the 37th month after the Effective Date and each subsequent
month thereafter through the Maturity Date, Reorganized Debtor
will pay to Secured Lender a monthly payment of principal and
interest, with the principal component of each payment determined
by amortizing the principal balance of the claim over a 30-year
amortization period.

Under the Plan, each creditor with an allowed general unsecured
claim in Class 4, owed in the aggregate principal amount $630,200,
will be paid in full with interest.   The final distribution will
occur on or before April 1, 2017.

                      About Tawk Development

Las Vegas, Nevada-based Tawk Development, LLC, owns and operates a
198-unit resort style apartment complex known as Falcon Landing,
which is located at 5067 Madre Mesa Drive in Las Vegas.  It filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
10584) on Jan. 14, 2011.  Gerald M. Gordon, Esq., and Talitha Gray
Kozlowski, Esq., at Gordon Silver, in Las Vegas, Nevada,
represented the Debtor as counsel.  The Debtor disclosed
$22,747,153 in assets and $21,263,119 in liabilities as of the
Chapter 11 filing.

Attorneys at Quarles & Brady LLP and Pisanelli Bice PLLC represent
Aviva Real Estate Investors (Falcon Landing), LLC, as counsel.
Aviva is the Debtor's principal secured creditor.

No offical committes have been appointed and no request for the
appointment of a trustee has been made.


TRIDENT MICROSYSTEMS: Court Approves Wind-Down Retention Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Trident Microsystems, Inc., et al.'s wind-down retention plan and
the supplemental performance-based incentives for key employees.

As reported in the Troubled Company Reporter on June 26, 2012,
under the wind-down retention plan, the Debtors propose to pay
five employees a payment equal to two months' salary.  Under the
supplemental performance-based incentives plan, the Debtors will
pay $350,000 in incentive bonuses to two executives.

The Debtors are authorized to make payments under the retention
and incentive Plans as:

   1. David Teichman will receive payment under the retention and
      incentive Plans as: (i) $125,000 payable upon the effective
      date of a plan of liquidation or reorganization proposed by
      the Debtors; (ii) up to a maximum of $75,000 based upon the
      actual distributions to creditor.

   2. Mr. Teichman will no loner be entitled to any amounts due to
      him under the amended SEIP, solely with respect to KEIP
      pauments upon the wind-down of operations.

A copy of the approved terms of the KEIP is available for free at
http://bankrupt.com/misc/TRIDENT_retentionplan_order.pdf

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRILLIUM CIRCLE: Court Fixes Nov. 5 as Claims Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
established Nov. 5, 2012, as the deadline for any individual or
entity to file proofs of claim against Trillium Circle, LLC.

Birmingham, Michigan-based Trillium Circle, LLC filed for Chapter
11 protection (Bankr. E.D. Mich. Case No. 12-55532) on June 28,
2012.  Bankruptcy Judge Phillip J. Shefferly presides over the
case.  Elias Xenos, Esq., at The Xenos Law Firm, PLC represents
the Debtor in its restructuring efforts.  The Debtor estimated
assets and debts at $10 million to $50 million.  The petition was
signed by Neal Porter, managing member.


TRIMURTI INVESTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Trimurti Investments, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,932,276
  B. Personal Property               $37,766
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,277,818
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $19,173
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $533,321
                                 -----------      -----------
        TOTAL                     $8,970,042      $18,830,312

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

                    About Trimurti Investments

Orlando, Florida-based Trimurti Investments Inc. acquires,
develops and holds commercial real property located in
Jacksonville, Orlando, and Apopka.  Trimurti leases its properties
out to long-term commercial tenants.  Trimurti has acquired and
currently holds nine commercial properties, five of which are
currently leased to long-term tenants.

Pragatiben Patel, who resides in the United Kingdom, owns 100% of
Trimurti Investments.

Trimurti Investments filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 12-05071) on April 17, 2012.  Justin M.
Luna, Esq., and Christopher R. Thompson, Esq., at Latham, Shuker,
Eden & Beaudine, LLP.  In its petition, the Debtor estimated $10
million to $50 million in assets and debts.  The petition was
signed by Suketu Patel, vice president.


WASHINGTON MUTUAL: Looks to Revive; Hires Blackstone as Adviser
---------------------------------------------------------------
American Bankruptcy Institute reports that the remnants of
Washington Mutual Inc, the biggest U.S. bank to fail, has hired
Blackstone Group LP to advise it on how to grow -- possibly in a
business other than banking.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


XZERES CORP: Posts $1.8-Mil. Net Loss in May 31 Quarter
-------------------------------------------------------
XZERES Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.78 million on $649,041 of revenues for the three
months ended May 31, 2012, compared with a net loss of
$2.00 million on $1.02 million of revenues for the three months
ended May 31, 2011.

The Company's balance sheet at May 31, 2012, showed $4.46 million
in total assets, $4.13 million in total current liabilities, and
stockholders' equity of $335,031.

As reported in the TCR on July 3, 2012, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
XZERES' ability to continue as a going concern, following the
Company's results for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.

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

                       http://is.gd/Yd4Gu3

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.


* White House Backs Bankruptcy Option for Some Student Debt
-----------------------------------------------------------
The Wall Street Journal 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.

Bloomberg News reports that Congressman Steve Cohen, a Democrat
from Tennessee, proposed legislation to "restore fairness" in
private lending to students.  The bill would treat loans by
private lenders the "same as other types of private debt in
bankruptcy," a July 20 statement said.

According to the report, the bill would amend the Bankruptcy Code
to restore the dischargeability of private student loan debt in
bankruptcy that was available before 2005. The Consumer Financial
Protection Bureau and the U.S. Department of Education released a
report July 19 describing the private student loan market in the
past 10 years and its impact on borrowers.

The CFPB estimates that outstanding student loan debt in the U.S.
topped $1 trillion in 2011 -- including about $150 billion of
private student loan debt, according to Cohen's statement.


* Great American Group Enters Partnership with Rig Planet
---------------------------------------------------------
Great American Group, LLC, a provider of asset disposition,
valuation and appraisal services, has formed an alliance with Rig
Planet -- a global marketplace for new and used oilfield
equipment.

The partnership agreement represents a "major step forward" for
the company's oil, gas and energy appraisal sector, according to
Mike Petruski, executive vice president and general manager of
Great American Group's Machinery & Equipment and Disposition
Services Division.

"While we have provided numerous appraisals and evaluation
projects within the oil and gas industry for some time, this
alliance will allow our appraisal division to benefit from Rig
Planet?s years of experience in the valuation of energy equipment
throughout the world," Mr. Petruski said.  "Rig Planet is a highly
respected firm, and the new relationship really broadens our
capacity to service this sector of the industry."

Rig Planet CEO Doc Monical believes this alliance will enhance
both companies to reach greater potential growth.

"I see this as a mutually beneficial collaboration for our
perspective companies.  Great American Group's experience in asset
disposition along with Rig Planet's industry connections
throughout the world in the energy sector should prove
advantageous for both of us," Mr. Monical said.

According to Lester Friedman, CEO of Great American Group's
Valuation & Appraisal Division, the timing of the agreement is
fortuitous -- given the growing interest in oil and gas
exploration in the United States and Canada and the heightened
business activity that is growing along with it.

For more information, contact Mike Petruski at 704-516-1492 or
mpetruski@greatamerican.com

                    About Great American Group

Great American Group, LLC -- http://www.greatamerican.com-- is a
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms. Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.

                         About Rig Planet

RigPlanet.com -- http://www.rigplanet.com-- is a global
marketplace for new and used oilfield equipment, providing one-on-
one consulting for all facets of the oilfield equipment industry.


* Morrison & Foerster Elects Larren Nashelsky as Chairman
---------------------------------------------------------
Morrison & Foerster announced a change in senior leadership at the
law firm.

The 1,000-attorney firm announced that longtime bankruptcy partner
Larren Nashelsky has been elected chair, succeeding Keith Wetmore,
who has served in that role since 2000.  Mr. Wetmore will complete
his fourth three-year term in October, when Mr. Nashelsky will
step into the position.

Mr. Nashelsky, 45, is a member of MoFo's executive committee and
previously served as firm-wide managing partner.  He joined in
1999 and went on to build and co-chair MoFo's bankruptcy group
while also being recognized as one of the country's leading
bankruptcy practitioners.  He was named one of the National Law
Journal's "40 Under 40" in 2005.

MoFo's bankruptcy group has been extremely active of late on
high-profile matters.  The firm is debtor counsel to Residential
Capital LLC (ResCap) -- the largest Chapter 11 filing so far this
year.  MoFo is also counsel to former FBI director Louis Freeh,
who is serving as trustee for bankrupt commodities dealer MF
Global, the largest bankruptcy of 2011 and one of the top 10
filings in U.S. history.  And MoFo is official creditor counsel in
a number of major Chapter 11 cases, including Ambac Financial
Group, the Los Angeles Dodgers, Pinnacle Airlines, Mesa Air Group,
Innkeepers USA Trust, and Caribbean Petroleum.  The firm also
played a key role in restructuring Iceland's troubled banking
sector after the financial crisis.

Keith Wetmore's tenure has been exemplary.  During his 12 years as
chair, MoFo has more than doubled its revenue and tripled its net
income.  American Lawyer recently noted that MoFo is one of only
eight law firms from its original AmLaw 100 that have enjoyed at
least 100% growth in revenue and 500% growth in profits per
partner.  And MoFo has consistently ranked (nine years running)
among AmLaw's A-List firms that combine strong financial
performance with high marks for diversity, pro bono service and
associate satisfaction.  Mr. Wetmore has become one of the best-
known law firm leaders in the business, and one of the most oft-
quoted.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker         ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP    ACCO US     1,044.9      (68.3)     311.8
ADVANCED BIOMEDI    ABMT US         0.2       (1.9)      (1.5)
AMC NETWORKS-A      AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG     AXL US      2,502.3     (376.4)     264.6
AMERISTAR CASINO    ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA     ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE    ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC        AZO US      6,148.9   (1,416.8)    (623.1)
BOSTON PIZZA R-U    BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A    CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA    CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS     CKEC US       420.8       (1.9)     (26.1)
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY     CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS       CHH US        443.2      (26.2)       2.1
CIENA CORP          CIEN US     1,928.6      (41.1)     924.4
CINCINNATI BELL     CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO           CLX US      4,386.0     (106.0)    (689.0)
DEAN FOODS CO       DF US       5,758.6      (52.7)     296.0
DELTA AIR LI        DAL US     44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP        DENN US       336.2       (2.6)     (16.3)
DIRECTV-A           DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A      DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A      EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA      DPZ US        601.3   (1,365.7)      58.8
DUN & BRADSTREET    DNB US      1,903.8     (628.3)    (261.0)
EDGEN GROUP INC     EDG US        555.6     (154.7)     267.4
FAIRPOINT COMMUN    FRP US      1,929.1     (149.8)      38.1
FIESTA RESTAURAN    FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC     FNP US        796.8     (161.9)       9.7
FREESCALE SEMICO    FSL US      3,499.0   (4,498.0)   1,374.0
GENCORP INC         GY US         874.0     (171.3)      47.3
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC    GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC    GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING    GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC    HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP         INCY US       293.6     (248.9)     133.9
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU    JE CN       1,543.0     (527.2)    (481.0)
JUST ENERGY GROU    JE US       1,543.0     (527.2)    (481.0)
LIMITED BRANDS      LTD US      6,616.0     (131.0)   1,526.0
LIN TV CORP-CL A    TVL US        804.7      (75.7)      47.4
LORILLARD INC       LO US       3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A     MAR US      6,007.0   (1,124.0)  (1,287.0)
MEAD JOHNSON        MJN US      2,866.7      (28.5)     635.2
MERITOR INC         MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA    MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN    MGI US      5,136.2      (92.5)     (16.2)
MORGANS HOTEL GR    MHGC US       544.3      (97.8)      (8.6)
NATIONAL CINEMED    NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL       NAV US     11,384.0     (407.0)   1,658.0
NB MANUFACTURING    NBMF US         -         (0.0)      (0.0)
NEXSTAR BROADC-A    NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO    NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC       NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT    NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE      OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP         OMER US        21.1      (12.7)       1.0
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI    PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROOFPOINT INC      PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A    RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA     RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A        REV US      1,156.7     (679.6)     184.9
REXNORD CORP        RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A    SBGI US     1,771.2      (87.2)       3.9
TAUBMAN CENTERS     TCO US      3,096.4     (275.8)       -
THERAPEUTICS MD     TXMD US         1.5       (3.4)      (1.3)
THRESHOLD PHARMA    THLD US        89.7      (77.4)      72.8
UNISYS CORP         UIS US      2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD    VGR US        886.1     (132.7)     145.6
VERISIGN INC        VRSN US     1,882.8      (71.3)     831.1
VERISK ANALYTI-A    VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS     WTW US      1,176.1   (1,856.8)  (1,057.9)



                            *********

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.


                  *** End of Transmission ***