TCR_Public/120725.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 25, 2012, Vol. 16, No. 205

                            Headlines

10717 LLC: Court Sets Aug. 3 as Claims Bar Date
A.C. FARMS: Case Summary & 20 Largest Unsecured Creditors
ALBRIGHT COLLEGE: Moody's Affirms 'Ba1' Rating on 2004 Bonds
ALLIED SYSTEMS: Schedules & Statement Due Today
AMERICAN DIAGNOSTIC: Hearing on Committee-Backed Plan Tomorrow

AMERICAN LASER: Seeks More Time to File Chapter 11 Plan
AMR CORP: Wins OK to Purchase One Boeing 737 Aircraft
AMR CORP: Wins OK to Buy 10 Aircraft From HNB Investment
AMR CORP: Says HTL Needs to Commence Adversary Proceeding
AMR CORP: Posts $95-Mil. Second Quarter Earnings

BANNING COMMUNITY: Fitch Cuts Rating on $29.4-Mil. Bonds to 'BB+'
BETANCUR HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
BICENT HOLDINGS: Bicent Objects to Ch. 11 Plan; Cites "Shortcuts"
BOOZ ALLEN: S&P Downgrades Corp. Credit Rating to 'BB'
BRIER CREEK: Authorized to Employ Grant Thornton as Accountant

BRIER CREEK: Can Hire Rayburn Cooper as Special Litigation Counsel
BRIER CREEK: Has Access to $8-Million AAC Retail DIP Financing
BRIER CREEK: Wants Court to Determine of Value of BofA Collateral
BROADVIEW NETWORKS: S&P Lowers CCR to 'D' on Revolver Extension
BUENA VILLA: Case Summary & Largest Unsecured Creditor

CALIFORNIA EARTHQUAKE: Moody's Corrects Rating on $94MM Bonds
CARITAS HEALTH CARE: Accounts Collector Seeks Interim Fees
CLAIMS MANAGEMENT: Case Summary & 3 Unsecured Creditors
CLIFFS CLUB: Files Amended Schedules of Assets and Liabilities
CLIVER DEVELOPMENT: Seeks Dismissal After Settling Sale Dispute

COMPTON, CA: Moody's Cuts Revenue Bond Rating to 'Ba1'
CONNAUGHT GROUP: Withdraws Key Employee Bonus Plans
CTI FOODS: Moody's Affirms 'B2' CFR; Alters Outlook to Stable
DEE ALLEN RANDALL: 1 On 1 Withdraws as Bankruptcy Counsel
DELTA PETROLEUM: Objects to FTI Consulting Hiring

DEWEY & LEBOEUF: Pays $190,000 Fee to Stephen Horvath
DIGITALGLOBE INC: Moody's Affirms 'Ba3' CFR; Outlook Stable
DISCOUNT PACKAGING: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: Wins Appeal on Ruling It Didn't Infringe on Apple
EASTMAN KODAK: To Appeal ITC Ruling Over Camera Preview Patent

EASTMAN KODAK: Adverse ITC Ruling May Impact Patent Sale
FAIRFIELD SENTRY: Liquidator Files $89-Mil. Clawback Suits
FEDERATED OIL: Case Summary & 7 Unsecured Creditors
FOURLAPS LLC: Case Summary & 9 Largest Unsecured Creditors
FR 160 LLC: Files List of 5 Largest Unsecured Creditors

FANNIE MAE: Fannie & Freddie Getting Receivership Contingency Plan
FIDDLER'S CREEK: Files Amended Quarterly Operating Report
FREDDIE MAC: Fannie, Freddie Getting Receivership Contingency Plan
GAC STORAGE: 3 Debtors Want Plan Voting Period Extended
GENERAL CABLE: Moody's Affirms 'Ba3' CFR; Outlook Negative

GENON ENERGY: Fitch Puts Rating on Several Loan Notes at Low-B
GENON ENERGY: S&P Puts 'B-' Corporate Credit Rating on Watch Pos
GEOEYE INC: Moody's Confirms 'B2' Ratings; Outlook Positive
GRACE BAY: Voluntary Chapter 11 Case Summary
H.J. HEINZ: Fitch Raises Rating on Series B Stock to From 'BB+'

HEMCON MEDICAL: Has Interim OK to Use Cash Collateral Until Oct. 7
JASPERS ENTERPRISES: Plan Filing Period Extended to Sept. 12
JILL ACQUISITION: Moody's Reviews 'Caa1' CFR for Downgrade
JULE INC: Case Summary & 20 Largest Unsecured Creditors
JUNONIA LTD: Case Summary & 20 Largest Unsecured Creditors

LAKELAND DEVELOPMENT: Has Access to Lender's Cash Thru Aug. 23
LAKELAND DEVELOPMENT: Files Schedules of Assets and Liabilities
LBI MEDIA: S&P Lowers CCR to 'CC' on Subpar Debt Exchange Offer
LEHMAN BROTHERS: Barclays Opposes Elliot Demand for Payment
LEHMAN BROTHERS: Court OKs $56.9-Mil. Sale of Notes to Invicta

LEHMAN BROTHERS: Objects to Bank of Commerce's $15.2-Mil. Claim
LEHMAN BROTHERS: Left With Limited Claims vs. JPMorgan
LEHMAN BROTHERS: LBI Sues Citigroup to Recover $1.3 Billion
LINWOOD FURNITURE: Likely to Find New Owner After Court Okays Sale
MARITIME COMMUNICATIONS: Can Borrow Additional $200,000 From SCF

MARITIME COMMUNICATIONS: Taps Dennis Brown as Special FCC Counsel
McJUNKIN RED: S&P Raises Corp. Credit Rating to 'B+' on Lower Debt
MFC EQUITY: Case Summary & 3 Unsecured Creditors
MIDWEST GAMING: Ratings Not Impacted by Revolver, Says Moody's
MILLER INVESTMENT: Case Summary & 4 Largest Unsecured Creditors

MONEY TREE: Chapter 11 Trustee Can Employ Renova as Broker
MONEY TREE: Chapter 11 Trustee Can Employ Christian & Small
MONEY TREE: Chapter 11 Trustee Can Hire Hays Fin'l as Accountant
NASHVILLE BILTMORE: Voluntary Chapter 11 Case Summary
NATIONAL LITHO: Files for Chapter 11 Bankruptcy Protection

NEOGENIX ONCOLOGY: Files Chapter 11 to Sell to Shareholders' Group
NEXEN INC: Moody's Reviews 'Ba1' Subordinated Rating for Upgrade
NEXSTAR BROADCASTING: Station Deals No Impact on Moody's B3 CFR
NIFTUS LLC: Sec. 341 Creditors' Meeting Set for Aug. 3
NRG ENERGY: Moody's Affirms 'Ba3' Corporate Family Rating

NRG ENERGY: S&P Puts 'BB-' Corporate Credit Rating on Watch Neg
OAKLEY REDEVELOPMENT: Fitch Holds 'BB' Rating on $25.1-Mil. Bonds
OFER MIZRAHI: Files for Chapter 11 Bankruptcy Protection
OTOLOGICS LLC: Files for Chapter 11 to Sell to Cochlear
OTTILIO PROPERTIES: Chapter 11 Case Dismissed in June

PACESETTER FABRICS: Can Hire Bruce Altschuld as Litigation Counsel
PATRIOT COAL: Proposes to Hire Advisors
PEREGRINE FIN'L: Claim Traded for 20 Cents on Dollar
PINNACLE AIRLINES: Committee Taps Donlin Recano as Admin. Agent
PITTSBURG REDEVELOPMENT: Fitch Holds 'BB+' Rating on $144MM Bonds

PLYMOUTH OIL COMPANY: Files for Chapter 11 in Iowa
PONCE DE LEON: To Present Plan for Confirmation on Sept. 25
PONCE TRUST: Court Blocks Foreclosure Sale, Wants Plan Revised
RAILAMERICA INC: S&P Puts 'BB-' Corporate Credit Rating on Watch
RESEARCH IN MOTION: Watsa Nearly Doubles Equity Stake

RESIDENTIAL CAPITAL: Proposes to Pay $17.8-Mil. to Key Employees
RESIDENTIAL CAPITAL: Judge Gonzalez Named Examiner
RESIDENTIAL CAPITAL: Examiner Names Chadbourne Counsel
RESIDENTIAL CAPITAL: 341 Meeting of Creditors Adjourned to July 27
RESIDENTIAL CAPITAL: Proposes to Hire 3 Firms as Special Counsel

RITZ CAMERA: Landlords Object to Speedy Bidding Process
RIVER CANYON: Claims Bar Date Set for Aug. 16
RYAN INTERNATIONAL: Rubloff Ryan's Schedules of Assets & Debts
RYDEN'S MARINE: Case Summary & 6 Largest Unsecured Creditors
SABRA HEALTH: S&P Keeps 'BB-' Rating on $325MM Sr. Unsecured Notes

SELECT TREE: Has Final Order to Hire Damon Morey as Gen. Counsel
SELECT TREE: Has Authority to Employ Sixt Wengewicz as Accountant
SOLAR TRUST OF AMERICA: Asks to Extend Time to File Plan
SOMERSET MEADOWS: Plan Confirmation Hearing on Aug. 22
SOUTH BAY LUBE: Files Schedules of Assets and Liabilities

SHAMROCK-SHAMROCK: Has OK to Hire Jeffrey Badgley for State Suit
STOCKTON, CA: Pre-Ch. 9 Sessions Yielded Few Deals
TEXAS PROFESSIONAL: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Judge Denies Bid to Move Trustee's $2BB Suit
TRAINOR GLASS: Can Continue Talks With Lender, Committee on Plan

TRAINOR GLASS: Aug. 13 Set as Claims Bar Date
TRIBUNE CO: Judge Signs Plan Confirmation Order
TRIBUNE CO: Aurelius Appeals Plan Confirmation
TRIBUNE CO: "Occupy Chicago Tribune" Wins Infringement Suit
UNITED MARITIME: Moody's Withdraws 'B2' Corporate Family Rating

VANILLA WOODWARD: Court Wants Disclosure Statement Amended
VICTORY DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
WARNER SPRINGS: Wants Exclusivity Extended to Pursue Ranch Sale
WARNER SPRINGS: UDI Owners Want Creditors Committee
WAVEDIVISION HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating

WINDSTREAM CORP: S&P Rates Proposed $900MM Secured Debt 'BB+'
WINDY CITY PENNA: Inability to Reach Deal Cues Bankruptcy Filing
YELLOW MEDIA: S&P Lowers CCR to 'CC' on Distressed Exchange Offer

* Moody's Says Downgraded Non-Profit Healthcare Debt Increases
* Market for Debt Shifts as Private Equity Loads Up on Junk
* CME Group May Move Customer Funds to Clearinghouses

* Bankruptcy Courts' Centralized Processing to Save $1.2MM

* Upcoming Meetings, Conferences and Seminars



                            *********

10717 LLC: Court Sets Aug. 3 as Claims Bar Date
-----------------------------------------------
The Bankruptcy Court has established Aug. 3 as the last day for
creditors to file proofs of claim in the Chapter 11 case of 10717
LLC.  Meanwhile, government entities have until Sept. 17 to file
proofs of claim.

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Charles Petri, the managing member of 10717 LLC, runs the Debtor's
day to day operations.

Judge Jerome Feller presides over the case. The Debtor is
represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner
LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.
The Committee is represented by the law office of Ira R. Abel,
Esq.


A.C. FARMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A.C. Farms, a New Mexico general partnership
        dba AC Farms
        dba AC Farms Partnership
        dba Alva Carter Farms
        214 West Second
        Portales, NM 88130

Bankruptcy Case No.: 12-12739

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON, & GANDARILLA, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: kooimt@swcp.com

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nmb12-12739.pdf

The petition was signed by Alva C. Carter, Jr., partner.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Alan Carter and Shawn Carter           12-12740   07/20/12
Alva Carter, Jr. and Derinda Carter    12-12741   07/20/12
Mary Helen Carter                      12-12742   07/20/12


ALBRIGHT COLLEGE: Moody's Affirms 'Ba1' Rating on 2004 Bonds
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 long-term rating on
Albright College's Series 2004 Revenue Bonds issued through the
Berks County Municipal Authority. The outlook is revised to
negative from stable.

Summary Rating Rationale

The Ba1 rating reflects the college's healthy operating
performance and debt service coverage, and adequate balance sheet
coverage of debt at the rating level with expectations for
continued growth through ongoing fundraising. The rating and
negative outlook also incorporate the weakening student market for
fall 2012 that will require expense reductions to balance the
budget; variable rate debt exposure with $25.5 million of private
placement bonds with a mandatory tender in December 2013; and low
liquidity coverage of demand debt.

Challenges

* Competitive student market with weak demographics and many
public and private competitors, as evidenced by a low yield of
17.2% as of fall 2011. For fall 2012, management expects
traditional undergraduate enrollment will be 40 students short of
the 1,660 target as competition intensifies. Management will
increase the admissions budget for FY 2013 to support additional
recruitment.

* Due to a high dependence on net tuition revenue (representing
88% of total operating revenue in FY 2011 per Moody's
calculation), missing the enrollment target for fall 2012 is
expected to cause $800,000 to $1.2 million operating revenue
shortfall in FY 2013. Management expects to offset this gap
through expense cuts.

* Very thin liquidity coverage of demand debt. Monthly liquidity
was $15.3 million in FY 2011, providing only 59% coverage of
demand debt, well below the 98% FY 2010 median for private
colleges rated Ba and below. This low coverage is particularly
relevant given the December 2013 mandatory tender on the 2008
private placement bonds.

* Negative unrestricted resources per Moody's calculation, though
there was growth in FY 2011 over the prior three years.
Unrestricted financial resources were negative $4.9 million in FY
2011, up from negative $10 million in FY 2010.

Strengths

* Healthy operating performance, with a 12.8% operating cash flow
margin in FY 2011 providing 2.25 times debt service coverage,
reflective of strong managerial controls. However, operating
performance and debt service coverage in FY 2011 was weaker than
the past three years. Management projects FY 2012 performance will
be similar to FY 2011, though Moody's notes future budget pressure
expected in FY 2013 due to lower fall 2012 enrollment.

* Albright offers an accelerated degree programs (ADP) to non-
traditional students at satellite campuses in Pennsylvania, and
was selected by the City of Mesa, Arizona (Aa2/stable) to
implement an ADP program there starting in fall 2012 with a
projected 36 students initially.

* Expendable financial resource growth provided improved coverage
of direct debt in FY 2011 at 0.32 times, up from 0.03 times the
year before.

* Strengthened fundraising expected to continue, which will
support continued financial resource growth. Total gift revenue
was $6.4 million in FY 2011, up from $2 million the prior year.

Outlook

The negative outlook reflects Moody's expectation that Albright
will continue to see enrollment pressure given its competitive
student market position, which may ultimately lead to narrower
operating margins. The outlook also captures the low liquidity to
demand debt given the need to remarket the Series 2008 bonds in
December 2013. The outlook could return to stable following the
successful repositioning of bank agreement exposure, if other
fundamental strengths remain within expectations.

What Could Make The Rating Go Up

Reduced debt structure risk, through restructuring of the Series
2008 bonds to reduce remarketing risk or increased liquidity;
stable enrollment and net tuition per student growth; substantial
growth of the financial resource base, particularly through
fundraising; cost controls and steady net tuition revenue growth
leading to stable operating performance

What Could Make The Rating Go Down

Failure to remarket the Series 2008 bonds; deterioration of
student market position; weakening of operating performance;
increases in debt without offsetting growth in financial resources
levels

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


ALLIED SYSTEMS: Schedules & Statement Due Today
-----------------------------------------------
Allied Systems Holdings Inc. and Allied Systems Ltd. have until
today, July 25, to file their schedules of assets and liabilities
and statement of financial affairs, according to an extension
order signed by the Court earlier this month.

The Schedules were originally due June 25.

Fed.R.Bank.P. 1007(a)(2) provides that in an involuntary case, the
debtor shall file a list containing "the name and address of each
entity included or to be included on Schedules D, E, F, G, and H
as prescribed by the Official Forms" within seven days after entry
of the order for relief.  Furthermore, Bankruptcy Rule 1007(b)
provides, in pertinent part, that a debtor in a chapter 11 case,
"unless the court orders otherwise, shall file . . . (A) schedules
of assets and liabilities; (B) a schedule of current income and
expenditures; (C) a schedule of executory contracts and unexpired
leases; (D) a statement of financial affairs. . . ."  Pursuant to
Bankruptcy Rule 1007(c), in involuntary cases, the Schedules and
Statements must be filed within 14 days of the order for relief.

Bankruptcy Rule 1007(c) and Local Rule 1007-1(b) authorize the
Court to extend a debtor's time to file the Lists, Schedules, and
Statements for cause.

The Debtors, in their request for extension, said they need more
time to collect and assemble all of the requisite financial data
and other information necessary to prepare the required
information.

                        About Allied Systems

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

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Allied Systems Holdings Inc. and Allied
Systems Ltd.  The Committee

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


AMERICAN DIAGNOSTIC: Hearing on Committee-Backed Plan Tomorrow
--------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 26 at 10:30
a.m. to consider confirmation of American Diagnostic Medicine's
Chapter 11 plan of reorganization.  The judge will also consider
approval of the disclosure statement at the hearing, which was
originally scheduled for July 10.

According to an Amended Disclosure Statement filed July 10, 2012,
main secured creditor Cardinal Health would recover 75% of its
$3 million secured claim.  Holders of general unsecured claims
aggregating $1.25 million and PNC Equipment Finance LLC's $1.95
million claims on account of the rejection of equipment leases
will have a recovery of 50% to 75%.  Equity holders won't recover
anything.

The Debtor and the Official Committee of Unsecured Creditors
believe that the Plan is in the best interests of creditors for
a variety of reasons, and as a result urge creditors to vote for
the Plan for these reasons:

   1. General Unsecured Creditors are projected to receive a
      substantially better recovery under the Plan than under a
      chapter 7 liquidation.

   2. The Plan proposes an open marketing and auction process for
      the New Equity in the Reorganized Debtor in order to
      maximize value for creditors.  Not only will this help to
      "test the market," if a Qualified Bid is received,
      it should result in at least an additional $300,000 dollars
      to pay creditor claims (or assets worth $300,000).

   3. The Plan allows for the prosecution of Avoidance Actions by
      the ADM Creditor Trustee for the benefit of Holders of
      Allowed Contingent PNC Rejection Claims and General
      Unsecured Claims. In addition, depending on who becomes the
      New Equity Holder, the ADM Creditor Trustee may have the
      right to pursue the Insider Causes of Action.

The Plan contemplates the reorganization of the Debtor as a going
concern, the payment in full of several Classes of creditors on or
shortly after the Effective Date, and the partial payment of
allowed Claims in three Classes -- the Cardinal Health Secured
Claim, the Contingent PNC Rejection Claims, and Allowed General
Unsecured Claims -- over time from operations of Reorganized
Debtor.  Distributions to Contingent PNC Rejection Claims and
Allowed General Unsecured Claims will be made from a creditors'
trust.  This is accomplished, in significant part, as:

     1. Existing ownership interests in the Debtor will be
        canceled on the Effective Date and New Equity in the
        Reorganized Debtor will be issued to either: (i) Sam and
        Anand Kancherlapalli or (ii) if a Qualified Bid is
        received prior to the Qualified Bid Deadline, either (a)
        the person or entity submitting such Qualified Bid or (b)
        the high bidder at an Auction to be held for the New
        Equity. The minimum value of any Qualified Bid will be
        $300,000. If a Qualified Bid is received, any cash sale
        proceeds will be used to pay down the Cardinal Health
        Note.

     2. In either scenario, the person or entity who ends up
        becoming the Holder of the New Equity is required to
        pledge the New Equity to the ADM Creditor Trust as
        additional security for the Reorganized Debtors'
        obligations under the Unsecured Creditor Notes. The New
        Equity Holder cannot exercise voting rights associated
        with the New Equity, but subject to the terms of the Plan,
        generally receives the right to manage the Reorganized
        Debtor, receive certain payments for doing so, and to own
        the New Equity free of the pledge once the Unsecured
        Creditor Notes are paid in full.

     3. The Creditor Trust will be formed pursuant to the Creditor
        Trust Agreement and Plan to accept the Unsecured Creditor
        Notes and certain other assets.

     4. The Reorganized Debtor will issue three notes,
        one to Cardinal Health (for $3,000,000) and two to the ADM
        Creditor Trust for the benefit of Contingent PNC Rejection
        Claims and General Unsecured Claims (for $650,000 and
        $1,250,000, respectively). The Cardinal Health Note will
        be secured by a first-priority security interest in and
        lien on the Reorganized Debtors assets and the Unsecured
        Creditor Notes will be secured by a second-priority
        security interest in and lien on the same assets. An
        Intercreditor Agreement will govern certain of the rights
        of Cardinal Health and the ADM Creditor Trust under the
        Notes.

     5. The Reorganized Debtor will pay off the Notes over not
        more than a five-year period. Once the Unsecured Creditor
        Notes have been fully and finally paid off, the New Equity
        Holder's pledge of the New Equity to the ADM Creditor
        Trust will be of no further force and effect.

     6. The ADM Creditor Trust will receive payments on the
        Unsecured Creditor Notes also has the right to, among
        other things, pursue Avoidance Actions and, if applicable,
        Insider Causes of Action. The ADM Creditor Trust will also
        be involved in objecting to Contingent PNC Rejection
        Claims and General Unsecured Claims. Assuming sufficient
        proceeds are received, the ADM Creditor Trustee will from
        time to time make distributions to Allowed Contingent PNC
        Rejection Claims and General Unsecured Claims. The costs
        of administration of the ADM Creditor Trust will be paid
        from certain annual ADM Creditor Trust Payments or, if
        these are insufficient, other assets of the ADM Creditor
        Trust.

     7. Administrative Claims, Priority Tax Claims, Other Secured
        Claims, and Non-Tax Priority Claims are unimpaired and
        will be paid in full on or as soon as reasonably practical
        after the Effective Date or receive such other treatment
        as set forth in the Plan.

The ADM Creditor Trust will be administered by the ADM Creditor
Trustee.  The ADM Creditor Trustee will, among other things,
oversee the operations of the Reorganized Debtor, pursue Avoidance
Actions, receive payments due to the ADM Creditor Trust, and make
distributions to Holders of Allowed Class 4 Contingent PNC
Rejection Claims and Class 5 General Unsecured Claims, in
accordance with the Plan and ADM Creditor Trust Agreement.

The Plan will be financed through a combination of Available Cash,
Operating Revenues and/or Operating Profits from the Reorganized
Debtor's future business operations, and recoveries from Avoidance
Actions and Causes of Action.

A copy of the Disclosure Statement dated July 10, 2012, is
available at:

   http://bankrupt.com/misc/American_Diagnostic_DS_071012.pdf

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.


AMERICAN LASER: Seeks More Time to File Chapter 11 Plan
-------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that American Laser
Centers LLC asked a Delaware bankruptcy judge Friday for more time
to exclusively file a reorganization plan, saying it had been
distracted in recent months by its $40 million sale to a private
equity lender.

Bankruptcy Law360 relates that American Laser said in a motion
that it had not had time to negotiate a reorganization plan
because it was focused on selling its assets to Versa Capital
Management LLP.

                        About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath presides over the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

The Debtors disclosed total assets of $80.4 million and total
liabilities including $40.3 million owing on a first-lien debt,
$51 million in subordinated notes, and $17.9 million is owing to
trade suppliers, as of Oct. 31, 2011.  American Laser Centers of
California LLC disclosed $21.0 million in assets and
$99.96 million in liabilities as of the Chapter 11 filing.  ALC
Holdings LLC disclosed $15,000 in assets and $93.7 million in
liabilities.

The Official Committee of Unsecured Creditors has tapped Herrick,
Feinstein LLP as bankruptcy counsel; Ashby & Geddes, P.A. as
Delaware counsel; and J.H. Cohn LLP as its financial advisor.

American Laser Centers in February 2012 completed a sale of
substantially all of its assets to private equity investment firm
Versa Capital Management, LLC.  The company received Court
approval of the sale on Jan. 31.  Private equity lender Versa
Capital is paying $39.5 million.  A planned auction failed to turn
up additional bids.


AMR CORP: Wins OK to Purchase One Boeing 737 Aircraft
-----------------------------------------------------
AMR Corp. and its affiliates sought and obtained Bankruptcy Court
permission for American Airlines Inc. to purchase from The Boeing
Company a Boeing 737-823 aircraft bearing U.S. Registration No.
N896NN on July 13, 2012.  American is also authorized to enter
into agreements with AerCap Ireland Limited and certain of its
affiliates, including SkyFunding Limited, in connection with the
sale and leaseback of the aircraft.

                      About American Airlines

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

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

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

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

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

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

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

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


AMR CORP: Wins OK to Buy 10 Aircraft From HNB Investment
--------------------------------------------------------
AMR Corp. and its affiliates obtained the Bankruptcy Court's
authority to terminate the lease transactions for 10 MD-82
aircraft and purchase the aircraft for an undisclosed price from
HNB Investment Corp., as owner participant in respect of the
Aircraft, Wilmington Trust Company, as owner trustee under certain
aircraft agreements, and The Bank of New York Mellon, as indenture
trustee or loan trustee under certain of aircraft agreements.

According to the Debtors, the aircraft are useful in the operation
of their business but they think the lease rates under the
existing leases substantially exceed market rates for comparable
aircraft.

The Debtors also ask the Court for an extension of the 60-day
period under Section 1110 of the Bankruptcy Code with respect to
each Aircraft and to allow general unsecured non-priority
prepetition claims against the estate of American Airline Corp. as
damages for any breach, termination, rejection or modification of
the Existing Leases and any other Operative Document in these
amounts:

   -- $9,429,682 for N552AA;
   -- $9,429,162 for N553AA;
   -- $9,431,194 for N554AA;
   -- $9,429,162 for N555AN;
   -- $9,426,672 for N7546A;
   -- $9,429,682 for N7547A;
   -- $9,429,162 for N7548A;
   -- $9,429,162 for N7549A;
   -- $9,429,162 for N7550; and
   -- $9,429,682 for N14551.

The Debtors also sought permission from the Court to file the
motion under seal because it discusses confidential and
proprietary information, which, when disclosed, will put the
Debtors under competitive disadvantage.

                      About American Airlines

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

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

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

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

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

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

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

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


AMR CORP: Says HTL Needs to Commence Adversary Proceeding
---------------------------------------------------------
AMR Corp. and its affiliates ask the Court to dismiss the motion
of HTL Operating, LLC, d/b/a MCM Elegante Hotel, for determination
with respect to a hotel accommodations agreement because MCM seeks
a declaratory judgment, which must be sought through an adversary
proceeding.

The Debtors also assert the automatic stay remains in effect and
American Eagle may assume or reject its agreement with HTL.  MCM
Elegante, the Debtors add, cannot take any action in violation of
the automatic stay, including seeking to terminate the agreement
or any other adverse action against American Eagle in connection
with its alleged prepetition claims.

Furthermore, the Debtors argue that MCM Elegante provides no
support for its contention that the agreement is a "forward
contract" or that it is a "forward contract merchant" under the
Bankruptcy Code.

The Official Committee of Unsecured Creditors joins in the
Debtors' objection.  The Committee asserts that treating a
contract for hotel accommodations at a single location as a
forward contract would be contrary to Congressional intent in
enacting Section 556 of the Bankruptcy Code, as the hotel
agreement is not the kind of arrangement which could create the
systematic uncertainty in financial markets.

                      About American Airlines

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

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

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

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

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

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

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

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


AMR CORP: Posts $95-Mil. Second Quarter Earnings
------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported second quarter revenue of $6.5 billion, an increase of
5.5% year-over-year and the highest quarterly revenue in
company history.

In the second quarter of 2012, the company reported a net profit
of $95 million, excluding reorganization and special items - a
$381 million improvement over the second quarter of 2011.  AMR
incurred a net loss of $241 million compared to a net loss of
$286 million in the same period of 2011.

"Thanks to the great work of the entire American team, this was a
time of exceptional improvement. Our revenue performance has
topped the industry for several months, leading to our first
second quarter profit in five years excluding reorganization and
special items," said Tom Horton, AMR's Chairman and Chief
Executive Officer. "And this improvement reflects only a fraction
of our ongoing restructuring progress. While there is still much
to be done, we expect this momentum to build quickly as the new
American re-emerges as an industry leader."

             Financial and Operational Performance

Consolidated passenger revenue per available seat mile (unit
revenue) grew 9.1% compared to the second quarter of 2011,
and mainline passenger unit revenue increased 8.7%.

   * Consolidated passenger yield, representing average fares
     paid, increased 7.1% year-over-year in the second
     quarter of 2012, and mainline passenger yield increased 6.8%.

   * Mainline capacity, or total available seat miles, in the
     second quarter of 2012 decreased 2.4% compared to the
     same period in 2011.

   * American's second quarter 2012 mainline load factor, or the
     percentage of total seats filled, was 85.1% -- a record
     for any quarter.

The company's revenue performance was driven by year-over-year
yield improvement and a higher consolidated load factor of 84.5
percent -- a record for any quarter as well.  Domestic unit
revenue improved 8.6% in the second quarter versus the
same period last year and, for the second consecutive quarter,
the company experienced unit revenue increases across all five of
its hubs.  These results were supported by strong corporate
revenue growth.

International unit revenue increased 9.0% in the second
quarter, driven by increased load factors across all entities,
and strong yield performance.  Premium cabin demand improved
significantly in both the Atlantic and Pacific entities,
generating unit revenue increases of 8.5% and 18.1%, respectively.
American and its joint-business partners, British Airways and
Iberia over the Atlantic, and Japan Airlines over the Pacific,
have gained momentum in attracting high-value customers to the
airlines' enhanced networks.  The Latin American entity posted a
6.7% unit revenue increase in the second quarter of 2012,
including yield improvements in Mexico and Central and South
America.

"Our improved financial results were driven by strong unit
revenue performance, with growth outpacing the industry in each
of the three months of the second quarter," said Bella Goren,
AMR's Chief Financial Officer.  "Our consolidated unit revenue
rose 9.1%, with increases across all five of our hubs and
across all international entities.  These industry-leading year-
over-year revenue increases reflect the strength of our network
and alliances, our focus on the customer, and the effectiveness
of our overall strategy."

AMR's consolidated operating expenses, excluding special items,
were $6.2 billion, essentially flat with the same period last
year. Excluding fuel costs, consolidated unit costs increased 2.3
percent year-over-year.

            Reorganization Items and Special Charges

The second quarter 2012 results include $336 million in special
charges and reorganization items.

   * Of that amount, $106 million is related to a special charge,
     primarily associated with employee severance-related costs.

   * The company recognized $230 million in reorganization items
     resulting from its and certain of its direct and indirect
     U.S. subsidiaries' voluntary petitions for reorganization
     under Chapter 11 on Nov. 29, 2011. These items are primarily
     from estimated claims associated with restructuring the
     financing arrangements for certain aircraft and rejecting
     certain special facility revenue bonds, as well as
     professional fees.

                             Fuel Impact

Taking into account the impact of fuel hedging, AMR paid
approximately $3.24 per gallon for jet fuel in the second quarter
of 2012 versus approximately $3.12 per gallon in the second
quarter of 2011, a 3.8% increase.  As a result, the
company paid $81 million more for fuel in the second quarter of
2012 than it would have paid at prevailing prices from the prior-
year period.

                           Cash Position

AMR ended the second quarter with approximately $5.8 billion in
cash and short-term investments, including a restricted cash
balance of $772 million, compared to a balance of approximately
$5.6 billion in cash and short-term investments, including a
restricted balance of approximately $457 million, at the end of
the second quarter of 2011.

At Nov. 30, 2011, the company had approximately $4.8 billion in
cash and short-term investments, including a restricted cash
balance of $693 million.

                    Fleet Renewal Progress

Later this year, the company will start placing into service the
newest addition to its fleet, the Boeing 777-300ER, which will
showcase a number of special features, including fully lie-flat
First and Business Class seating, with direct aisle access from
every seat; specially designed Main Cabin Extra seating with more
legroom and comfort; international Wi-Fi and in-seat
entertainment throughout all cabins.

In addition, the company recently unveiled plans for upgrading
its international widebody fleet of Boeing 777-200ERs and Boeing
767-300ERs, which will also offer industry-leading interiors and
amenities as well as fully lie-flat Business Class seats with
aisle access for every seat.

A full-text copy of AMR Corp.'s financial results for the
quarterly period ended June 30, 2012, is available on Form 10-Q
with the U.S. Securities and Exchange Commission at:

                        http://is.gd/H1blzw

                      About American Airlines

American Airlines, American Eagle(R) and the
AmericanConnection(R) carrier serve 260 airports in more than 50
countries and territories with, on average, more than 3,500 daily
flights. The combined network fleet numbers more than 900
aircraft. American's award-winning website, AA.com(R), provides
users with easy access to check and book fares, plus personalized
news, information and travel offers. American Airlines is a
founding member of the oneworld(R) alliance, which brings
together some of the best and biggest names in the airline
business, enabling them to offer their customers more services
and benefits than any airline can provide on its own. Together,
its members and members-elect serve more than 900 destinations
with more than 9,000 daily flights to 150 countries and
territories. American Airlines, Inc. and American Eagle Airlines,
Inc. are subsidiaries of AMR Corporation. AmericanAirlines,
American Eagle, AmericanConnection, AA.com, and AAdvantage are
trademarks of American Airlines, Inc. AMR Corporation common
stock trades under the symbol "AAMRQ" on the OTCQB marketplace,
operated by OTC Markets Group.


BANNING COMMUNITY: Fitch Cuts Rating on $29.4-Mil. Bonds to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the following tax allocation bonds (TABs) for Banning
Community Redevelopment Agency, CA (the RDA):

  -- $29.4 million TABs, series 2007 (Merged Downtown and Midway
     Redevelopment Project), to 'BB+' from 'BBB'.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by tax increment collected within the sole
project area, net of a 20% low-moderate housing set-aside, county
charges, and various other statutory senior pass-through payments.

KEY RATING DRIVERS

ASSESSED VALUATION DECLINES; LIKELY DEBT SERVICE RESERVE FUND HIT:
The rating downgrade to 'BB+' reflects vulnerability to continued
assessed valuation (AV) declines.  The downgrade also reflects the
likelihood that Banning (the city) will need to call upon its
cash-funded debt service reserve fund.  Any AV decline greater
than 3% would take coverage below 1.0 times (x) maximum annual
debt service (MADS). MADS occurs in fiscal years 2016 and 2017.

PROGRESS ON AB 1X26 IMPLEMENTATION: The city has been recognized
as the successor agency (SA) to the CRA.  Recognized obligation
payment schedules (ROPS), which include calendar 2012 debt
service, have been approved by the oversight board and state.  The
SA has received sufficient payments, along with available cash
reserves, to cover the debt service included in the ROPS.

IMPLICATIONS OF AB 1484: The governor signed this trailer bill to
the state's fiscal 2013 budget on June 27, 2012.  Although it
includes what Fitch believes are improvements to the ROPS approval
process and other procedures going forward, it required repayment
by many SAs of property tax distributions from December 2011 and
January 2012 that the state believes should have been directed to
other taxing entities.  The SA represents that it did not owe a
repayment to the county auditor-controller.

HOUSING REVENUE AVAILABILITY: The lack of distinction between
former housing set-aside revenue and total tax increment under AB
1X26 did not affect Fitch's assessment of credit quality.  The
aggregation of tax increment results in higher calculated debt
service coverage levels for Fitch-rated bonds.  However, this is
inconsistent with the bond indenture, which specifies that only
non-housing increment is pledged.  Fitch believes further
clarification as to the availability of revenue not pledged under
the indenture is needed before factoring this increased coverage
into the rating.

NO CASH FLOW ISSUES: Dissolution legislation does not pose any
cash flow timing issues for the SA.

MIXED SOCIO-ECONOMIC CHARACTERISTICS:  The large, somewhat mature
project area has good taxpayer diversification, a cash-funded debt
service reserve fund, and potential for long-term growth.
Conversely, the local economy is characterized by high
unemployment, low income levels, and a strained local property
market which is, however, currently experiencing some development.

CREDIT PROFILE

The City of Banning is located in western Riverside County, 84
miles east of downtown Los Angeles and 23 miles west of Palm
Springs.  The merged project area is large at 3,283 acres and
makes up a significant part of the city, encompassing 22% of the
city's land area and 35% of its population of almost 29,000.
Riverside County's socioeconomic characteristics are somewhat
mixed. Per capita money income is below-average while individual
poverty rate is above-average.  However, median household income
is above-average when compared to the national rate.  While the
city stands to benefit from the return to growth in some of the
region's employment sectors, the county's unemployment rate
remained a high 11.8% in May 2012 (down from 13.1% a year prior).

TAX BASE AND TAX INCREMENT REVENUE DETERIORATION

The project area's historical AV growth was extremely high.  This
was primarily due to a large amount of new development and price
increases spurred by the city's relative affordability and
accessibility to major surrounding employment centers.  However,
the rapid deterioration of the local and regional property markets
over the last four years has substantially lowered house prices
and slowed new residential, commercial, and industrial
development.  This in turn caused fiscal 2012 AV to drop by a
significant 6.3% and incremental valuation (IV) to fall by 9% .
This is after a 6.9% AV decline in fiscal 2011 and an even larger
11.5% AV decline in fiscal 2010.

The project area is well diversified by AV type and consists of
52% residential, 18% commercial, and 30% industrial and vacant.
However, there is some taxpayer concentration.  The top 10
taxpayers make up 13.4% of AV (19.9% of IV).  The tax base is
somewhat mature, with a fiscal 2012 IV to base year AV ratio of
208%.  However, due to the three years of significant AV declines,
this is down from a peak 299% in fiscal 2009.  Due to AV declines,
fiscal 2011 total tax increment revenues declined 18.5% from
fiscal 2010 (and a significant 42.9% from the fiscal 2008 peak).

POTENTIAL DEBT SERVICE COVERAGE PRESSURE

The majority of the SA's debt is its 2003 and 2007 parity TABs,
which amortize very slowly. Debt service coverage on the existing
parity TABs has shrunk to low levels with recent AV declines.
Fiscal 2012 ADS coverage is 1.10x without subordinated pass-
through payments.  This is down from 1.27x in fiscal 2011.  MADS
coverage is 1.05x in fiscal 2012, down from 1.15x in the prior
year.  MADS occurs in fiscal years 2016 and 2017.  Debt service
payments decline slightly each year thereafter through fiscal 2029
when the 2003 TABs finally mature, followed by much lower annual
debt service payments through fiscal 2038 when the 2007 TABs
finally mature.

Fitch is concerned that the continued weak housing market might
further depress AV levels.  Under various Fitch stress tests, MADS
coverage would remain at 1.00x or above in the event of no AV
growth. However, it would be insufficient in the event of even
modest further AV declines.  All of these stress tests assume that
subordinated pass-through payments are not made.  The potential
for further AV decline is strong given the history of AV declines
over the last three years, ongoing median house price reductions,
and the continued precarious state of Riverside County's property
market.


BETANCUR HOLDINGS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Betancur Holdings, Inc.
        3401 N Federal Hwy
        Suite 101
        Boca Raton, FL 33431

Bankruptcy Case No.: 12-27396

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Susan D. Lasky, Esq.
                  SUSAN D LASKY, PA
                  2101 N Andrews Ave #405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 206-0628
                  E-mail: ECF@suelasky.com

Scheduled Assets: $1,374,535

Scheduled Liabilities: $1,667,195

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-27396.pdf

The petition was signed by Alvaro Betancur, president.


BICENT HOLDINGS: Bicent Objects to Ch. 11 Plan; Cites "Shortcuts"
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that creditor Lea Power
Partners LLC objected to Bicent Holdings LLC's reorganization plan
Monday, accusing the power plant operator of taking "shortcuts"
that unfairly discriminate against unsecured creditors.

According to Bankruptcy Law360, the plan improperly substantively
consolidates the debtors and "gerrymanders" creditor classes to
ensure a favorable vote on the plan, all to the detriment of
unsecured creditors like Lea Power, according to an objection
filed in Delaware bankruptcy court.

As reported in the TCR on June 13, 2012, Bicent Holdings LLC will
ask the bankruptcy court in Delaware to approve its Chapter 11 at
a confirmation hearing on July 30.

Under the plan, the Debtor will transfer ownership of its two
power plants in California to secured lenders.  The plan,
negotiated before the Chapter 11 filing, exchanges ownership for
secured debt. It is supported by holders of more than two-thirds
of the first- and second-lien debt, according to the disclosure
statement.

According to the disclosure statement, which was approved in early
June, first lien lenders, with Barclays Bank Plc as agent, are
owed $178.9 million.  They are to receive 95% of the new
stock, for a recovery estimated between 38.3% and 60.4
percent.  Second-lien lenders, where U.S. Bank NA is agent for
$128.5 million in debt, are to have warrants for 12.5% of the new
stock plus $1.5 million cash, for an estimated recovery of
4.4%.  Holders of mezzanine debt owed $65.2 million are to receive
nothing.  Likewise, general unsecured creditors with $25.4
million in claims are to have no recovery.

                         About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

Bicent Power LLC disclosed $7.022 million in assets and
$308 million in liabilities in its schedules.  The schedule was
filed before the June 22 deadline.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.

Bicent scheduled a July 30 confirmation hearing for approval of a
reorganization plan worked out before bankruptcy.  The plan calls
for transferring ownership of its two power plants in California
to secured lenders.  The plan is supported by holders of more than
two-thirds of the first- and second-lien debt.  Holders of
mezzanine debt owed $65.2 million are to receive nothing.
Likewise, general unsecured creditors with $25.4 million in claims
are to have no recovery.


BOOZ ALLEN: S&P Downgrades Corp. Credit Rating to 'BB'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on McLean, Va.-based Booz Allen Hamilton Inc. (BAH) to 'BB'
from 'BB+' and removed the rating from CreditWatch, where S&P
placed it with negative implications on July 12, 2012. The outlook
is stable.

"We are also assigning an issue-level rating of 'BB' and a
recovery rating of '3' to the company's proposed $2.25 billion
senior secured credit facility, consisting of a $500 million
revolver due 2017, a $500 million term loan A due 2017, and a
$1.25 billion term loan B due 2019. The '3' recovery rating
indicates that lenders could expect a meaningful (50% to 70%)
recovery of principal in the event of a payment default," S&P
said.

"BAH will use proceeds from the new senior secured loans of $1.75
billion to refinance existing debt of about $959 million and
partly fund the $1 billion special dividend, with the balance of
about $260 million from cash on hand. The special dividend of
about $1 billion is in addition to the approximately $200 million
special cash dividend the company paid on June 29, 2012. The $500
million revolving credit facility will be undrawn at close. The
rating change reflects the company's higher leverage as a result
of the dividend recapitalization, with pro forma leverage of 3.9x,
up from 2.5x on March 31, 2012," S&P said.

"The outlook is stable, reflecting our expectations for moderate
organic revenue and EBITDA growth over the next year, despite
headwinds in the government contracting industry and from the U.S.
federal budget deficit pressures," said Standard & Poor's credit
analyst David Tsui.

"Although we don't expect it in the near term, we would raise the
rating to 'BB+' if the company maintains its growth trajectory,
lowers debt leverage to a sustained level in the low-3x area, and
provides additional clarity on its long-term strategic plans and
financial policy. We could lower the rating if revenue growth
falls significantly because of U.S. federal government budget
pressures to cut spending and if profitability decreases because
of increased competition or significant contract losses, leading
to leverage in excess of 4.5x. Similarly, additional debt-financed
dividend or share repurchases leading to that leverage level could
also cause a downgrade," S&P said.


BRIER CREEK: Authorized to Employ Grant Thornton as Accountant
--------------------------------------------------------------
Judge Stephani Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has authorized Brier Creek
Corporate Center Associates Limited Partnership and its debtor-
affiliates to employ Grant Thornton LLP to provide accounting,
auditing and consulting services to the Debtors.

In any fee application submitted by Grant Thornton in the Debtors'
proceedings, Judge Humrickhouse orders that Grant Thornton may
request compensation for an administrative expense fee in an
amount not to exceed $600 which will cover staffing, copying,
telephone and other ordinary overhead expenses. In addition to the
Administrative Fee, Grant Thornton also will be entitled to seek
reimbursement from the Debtors for any travel and other travel
related out-of-pocket expenses related to the provision of
services to the Debtors pursuant to the local rules and the rates
published by the IRS.

The Debtors assure the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

           About Brier Creek Corporate Center Associates

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northern Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates is the appraiser.  The petitions were signed by Terry
Bradshaw, vice president.


BRIER CREEK: Can Hire Rayburn Cooper as Special Litigation Counsel
------------------------------------------------------------------
Judge Stephani Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has authorized Brier Creek
Corporate Center Associates Limited Partnership and its debtor-
affiliates to employ Rayburn Cooper & Durham, P.A., as special
counsel to represent the Debtors in their lawsuit against Bank of
America, N.A.

However, Judge Humrickhouse orders that Rayburn Cooper will not
represent any affiliates of the Debtors in (a) filing proofs of
claim or litigating claims by the Affiliates against the Debtors
or (b) defending any claims brought by the Debtors against the
affiliates. Rayburn Cooper is authorized to represent the Debtors
for the purpose of litigating those claims and defenses by the
Debtors and their non-Debtor affiliates against Bank of America in
the presently pending Litigation before the Business Court,
including any arbitration proceeding in which those claims are
heard.

The firm has advised the Debtors and their affiliates, including
American Asset Corporation Companies, Ltd., Riprand Count Arco,
and other non-debtor affiliates and equity holders of the Debtors,
in connection with a number of legal matters since 2009.  The
Debtors now want the firm to continue providing those services.

On Oct. 13, 2011, the Debtors, Cary Creek Limited Partnership, and
other plaintiffs (separately represented) filed a complaint in
Mecklenburg County Superior Court against BofA, Case No. 11-CVS-
19225.  Rayburn Cooper is acting as counsel for the Debtors and
their co-plaintiff Cary Creek in the litigation and related
foreclosure proceedings.  The Complaint seeks to enjoin BofA from
foreclosing on the Debtors' and Cary Creek's real property, and
seeks damages and other relief pursuant to causes of action for
breach of contract, misrepresentation, slander of title, breach of
the implied duty of good faith and fair dealing, tortuous
interference with business relations, fraudulent inducement,
breach of fiduciary duties, frustration of commercial purpose,
unfair and deceptive trade practices, and constructive fraud.  In
connection with the Litigation, the Debtors and Cary Creek have
opposed BofA's motion for the appointment of a receiver.

Rayburn Cooper would also act as counsel for the Debtors in the
event the Litigation is arbitrated.

The firm's hourly rates are:

     Attorneys
          Shelley K. Abel           $280
          Ramyn Atri                $180
          Paul R. Baynard           $380
          W. Scott Cooper           $375
          Albert F. Durham          $475
          Michelle E. Earp          $180
          Daniel J. Finegan         $230
          Ross R. Fulton            $275
          James B. Gatehouse        $310
          G. Kirkland Hardymon      $310
          David S. Melin            $280
          John R. Miller, Jr.       $310
          Ashley K. Neal            $210
          C. Richard Rayburn, Jr.   $650
          William S. Smoak, Jr.     $260

     Paralegals
          Kristy D. Godin           $150
          Lisa S. Kelly             $125
          Tiffany N. Lindsay        $125
          Julia L. Robinson         $125
          Wendy M. Schoolcraft      $125
          Elizabeth A. Vincent      $125

           About Brier Creek Corporate Center Associates

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northern Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates is the appraiser.  The petitions were signed by Terry
Bradshaw, vice president.


BRIER CREEK: Has Access to $8-Million AAC Retail DIP Financing
--------------------------------------------------------------
Judge Stephani Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina has authorized Brier Creek
Corporate Center Associates Limited Partnership and its debtor-
affiliates to obtain post-petition financing from AAC Retail
Property Development and Acquisition Fund, LLC, and AAC
Property Investment Fund, LLC.

The terms of the post-petition financing are:

     A. The post-petition financing would be a credit facility in
        an aggregate amount not to exceed $8,000,000.

     B. Cash advances would be made to each Debtor under the
        Credit Facility, and the Debtor receiving such cash
        advances would be obligated to the Lender only for the
        principal balance of the cash advances made to that
        Debtor, plus any interest thereon until paid in full.

     C. The outstanding principal balance of the cash advances
        received by a Debtor would bear interest at 4% per annum,
        and all principal and accrued interest would be due and
        payable in full upon the earliest of (a) Oct. 31, 2012, in
        the event that the Final Order will not have been entered
        on or before such date, (b) Jan. 31, 2013, or (c) in the
        event of a Default, the date on which payment of the
        Obligations is accelerated by the Lender as provided in
        the Financing Agreement.

     D. The financing would be used to fund the Debtors' operating
        expenses as shown in the "Budget" to the extent the
        expenditures cannot be funded through the use of BOA's
        cash collateral.

     E. The outstanding indebtedness owed by any Debtor would be
        unsecured, but treated as an administrative expense
        pursuant to Section 503(b)(1) of the Bankruptcy Code.

A further hearing on the financing motion will be held at 2:00
p.m. on Sept. 11, 2012.

           About Brier Creek Corporate Center Associates

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northern Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates is the appraiser.  The petitions were signed by Terry
Bradshaw, vice president.


BRIER CREEK: Wants Court to Determine of Value of BofA Collateral
-----------------------------------------------------------------
Brier Creek Corporate Center Associates Limited Partnership and
its debtor-affiliates ask the Bankruptcy Court to determine the
value of the collateral securing the claims of Bank of America,
N.A.

The Debtors are the owners of real property located in (i) the
Brier Creek Development in Wake County, N.C., (ii) the Whitehall
Corporate Center and Office Park in Mecklenburg County, N.C., and
(iii) the Shopton Ridge Business Park in Mecklenburg County, N.C.
The real property owned by the Debtors consists of land upon which
is constructed commercial or industrial buildings consisting of
office, service and/or retail space which is leased by the Debtors
to tenants.

The Debtors' primary secured creditor is BofA, which has a first
mortgage lien on each Project, including any rents, income and
profits generated by the Project.  BofA has filed a proof of claim
in each Debtor's proceeding in which it contends that the value of
the project is less than the amount owed by the Debtors to BOA as
of the Petition Date.

BofA and the Debtors disagree as to value of the Projects, which
in turn results in further disagreement as to the secured status
of the claims of BofA.  At this time, the Debtors intend to file a
proposed plan of reorganization in which each Debtor will retain
its Project and provide BofA with deferred cash payments totaling
the allowed amount of BofA's secured claim.

Accordingly, the Debtor submits that the Bankruptcy Court should
determine the fair market value of each Project given its
anticipated use.

           About Brier Creek Corporate Center Associates

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northern Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates is the appraiser.  The petitions were signed by Terry
Bradshaw, vice president.


BROADVIEW NETWORKS: S&P Lowers CCR to 'D' on Revolver Extension
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireline operator Broadview Networks Holdings Inc. to
'D' from 'CC'.

"We also affirmed the 'C' issue-level rating on the company's
secured notes. The recovery rating on the notes remains a '5',
indicating expectations for modest (10%-30%) recovery prospects in
the event of a payment default," S&P said.

"This action follows the company's announced extension on its
revolving credit facility. We expect to lower the issue-level
rating on the notes to 'D' once the company files for bankruptcy,
or if it misses the Sept. 1, 2012 maturity payment on the notes,"
S&P said.

"Broadview has obtained an extension of its revolving credit
facility maturity date to Sept. 5, 2012 from Aug. 1, 2012. We
consider this extension tantamount to a default under our
criteria. We base this view on the fact that Broadview
has already announced an agreement with two-thirds of its
noteholders to restructure their debt, which it plans to implement
through a Chapter 11 bankruptcy filing. Moreover, the company has
obtained a commitment letter from CIT, its revolving credit
lender, to roll the existing revolving facility into a debtor-in-
possession (DIP) financing, contingent on a bankruptcy filing by
Broadview by Sept. 5," S&P said.

"Upon the company's completion of its restructuring, we would
expect to raise the corporate credit rating on Broadview. While we
will evaluate the company's business plan and financial profile as
it emerges, we do not anticipate that the corporate credit rating
would be any higher than 'B', given the significant competitive
challenges facing the company, our expectations for limited near-
term cash-generating ability, and leverage, which we estimate, pro
forma for the proposed debt restructuring, to be about 3x," S&P
said.


BUENA VILLA: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Buena Villa Associates, LLC
        aka Wheat Manor Associates, Inc.
        264 East Wheat Road
        Minotola, NJ 08341

Bankruptcy Case No.: 12-27913

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: kwasnylaw@aol.com

Estimated Assets: not indicated

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

The Company's list of its 20 largest unsecured creditors has only
one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
NEC Financial Services    Unliquidated           $30,000
250 Pehle Avenue, Ste 309
Saddle Brook, NJ 07663

The petition was signed by Frank DiPetro, president/member.


CALIFORNIA EARTHQUAKE: Moody's Corrects Rating on $94MM Bonds
-------------------------------------------------------------
Moody's Investors Service is correcting the insured rating for
US$94,500,000 Series 2006 Revenue Bonds due 2016 (CUSIP:
13017HAB2) issued by California Earthquake Authority to A3 from
Ba1. CUSIP 13017HAB2 is insured by the Radian Asset Assurance Inc.
(rated Ba1), Moody's assigned an underlying rating of A3 to these
revenue bonds. Moody's current practice is to assign the higher of
the insurance financial strength rating (ISFR) and the published
underlying rating, if any, to insured or wrapped instruments. Due
to an internal administrative error, CUSIP 13017HAB2 was assigned
an incorrect insured rating of Ba1.


CARITAS HEALTH CARE: Accounts Collector Seeks Interim Fees
----------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that Receivable Management Services Corp., the
accounts receivable management company collecting on behalf of the
bankrupt Caritas Health Care Inc., asked for interim fees and
expenses of $785,740.

The report, citing a court filing, relates the requested amount
includes a contingency fee share of $2.2 million, and covers the
period from Feb. 9, 2011, when the manager was appointed, to June
20, 2012. The U.S. Bankruptcy Court for the Eastern District of
New York earlier approved the contingency fee arrangement, the
company said in court papers. Receivable Management has pursued
so-called avoidance actions, seeking to negotiate them, the
company said in court papers.  The actions attempt to obtain money
paid to creditors shortly before Caritas filed Chapter 11.

Shortly after the petition date, the Debtor ceased business
operations, sold its assets and "terminated the vast majority of
its employees," Receivables Management said in a filing.  The
debtor's remaining assets consist primarily of the proceeds of the
sale of its assets and the money recovered through the avoidance
actions, the manager said.

                    About Caritas Health Care

Caritas Health Care Inc. was the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care, Inc., and eight of its affiliates sought
chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on
Feb. 6, 2009.  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP,
represent the official committee of unsecured creditors.

Caritas sold the hospitals to Joshua Guttman in November 2009 for
$17.7 million.


CLAIMS MANAGEMENT: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Claims Management Resources, LLC
        100 West Main Street
        Suite 400
        Lansdale, PA 19446

Bankruptcy Case No.: 12-16869

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 718-7110
                  E-mail: lyoung@cgalaw.com

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

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

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/paeb12-16869.pdf

The petition was signed by Brett G. Sauers, president and CEO.


CLIFFS CLUB: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., filed with the Court
its amended schedules of assets and liabilities and statement of
financial affairs, disclosing:

     Name of Schedule          Total Assets   Total Liabilities
     ----------------          ------------   -----------------
A - Real Property

B - Personal Property                   $0
                                  + Unknown

C - Property Claimed
       as Exempt

D - Creditors Holding Secured
       Claims                                       $75,627,358
                                                      + Unknown
E - Creditors Holding Unsecured
       Priority Claims                                       $0

F - Creditors Holding Unsecured
       Non-Priority Claims                               $3,000
                                                      + Unknown
                               ------------   -----------------
                                         $0         $75,630,358
                                  + Unknown           + Unknown

                        About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.

The Debtor has filed a Chapter 11 plan that proposes to pay
lenders owed $73.5 million in secured notes, the sum of $64
million, spread over 20 years without interest.  The lenders will
receive the greater of $1 million a year or half of cash flow.
The outstanding balance will be paid at maturity.  Unsecured
creditors with an estimated $3.9 million in claims are predicted
to have a 75% recovery.  Mechanics lienholders with $1.5 million
in claims will be paid in full without interest.  Members will be
invited to join the newly reorganized club.  Those who accept the
offer will recover between 35% and 75%.  Members who don't take
the offer are to see a predicted recovery of 4% to 10%.

The Court has approved the disclosure statement explaining the
Plan.  Plan votes are due Aug. 1.  The Court will convene a
hearing on Aug. 6, at 10 a.m., to consider the confirmation of the
Plan.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/CLIFFS_CLUB_ds_1amended.pdf


CLIVER DEVELOPMENT: Seeks Dismissal After Settling Sale Dispute
---------------------------------------------------------------
Cliver Development, Inc., asks the U.S. Bankruptcy Court to
dismiss its bankruptcy case.

Prior to the bankruptcy filing, the Debtor marketed its high-end
residence in Eagle County, Colorado, known by street address as
2195 Cresta Road, Edwards, Colorado, for sale from February 2008
until June 2011.  In June 2011, the Debtor entered into an auction
agreement with Concierge Auctions LLC regarding potentially
selling the Property through a public auction process.

An auction was conducted but the Debtor believes it was
fraudulently induced by Concierge into going through with the
auction.  The high bid at auction was made by Robert Patton for
$6,500,000.  After the auction was completed, the Debtor notified
Concierge that it would not close the sale of the Property.

Soon thereafter, Concierge and Mr. Patton commenced separate
lawsuits against the Debtor arising out of the auction process.

The Debtor was left with no choice but to seek relief under
Chapter 11.

After filing the bankruptcy case, the Debtor resolved all disputes
with Mr. Patton.  Concierge did not file a proof of claim.  In
addition, the Debtor found another buyer and closed a sale of the
Property for $7,995,000.

Having resolved the disputes that led to the bankruptcy filing and
having sufficient funds to pay 100% of non-insider debt, the
Debtor believes dismissal of the case, rather than converting to a
case under Chapter 7 or seeking approval of the distribution of
the Debtor's funds through the Chapter 11 plan process, is
reasonable and appropriate.

The Debtor notes that the only effect of a conversion or plan
confirmation will be the accrual of additional administrative
expenses: attorney's fees and trustee commission in a Chapter 7
and attorneys fees in a Chapter 11 to see a plan through to
confirmation.  Those administrative expenses will necessarily
reduce the amount available to pay the debt owed Alice Cliver.

The Debtor has conferred with the U.S. Trustee regarding the
proposed dismissal, and can represent that the U.S. Trustee does
not oppose dismissal, provided all U.S. Trustee quarterly fees are
paid in full prior to dismissal.

                     About Cliver Development

Cliver Development, Inc., engages in single family homes
construction.  It was incorporated in 1999 and is based in
Edwards, Colorado.  Cliver Development filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-31857) on
Sept. 14, 2011.  The Hon. Howard R. Tallman presides over the
case.  David Wadsworth, Esq., and Regina Ries, Esq., at Sender &
Wasserman, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedules, the Debtor disclosed $10,301,727 in assets and
$11,276,483 in liabilities as of the Petition Date.


COMPTON, CA: Moody's Cuts Revenue Bond Rating to 'Ba1'
------------------------------------------------------
Moody's Investors Service has downgraded to Ba1, from A2, the
underlying rating on the City of Compton, California, Sewer
Revenue Refunding Bonds, Series 1998. The rating remains on review
for downgrade.

Rating Rationale

The downgrade is based primarily on the city's severe liquidity
crisis, the risk this raises that the city could seek bankruptcy
protection, and the potential implications of such a development
on timely debt service payments. The sewer enterprise currently
generates more than sufficient net revenues to make debt service
payments, and the Ba1 rating reflects Moody's expectation of full,
if not timely, debt service payment, assuming revenues have been
allocated as legally required. The downgrade also reflects the
city's weak internal controls and management practices,
highlighted by the depth of the liquidity crisis; recent, severe
General Fund overspending relative to budgeted amounts; and
allegations of waste, fraud and abuse of public monies by the
city's Mayor. These allegations undermine Moody's expectation that
the city will properly account for and transfer pledged enterprise
revenues to bond trustees consistent with trust agreements to
ensure timely debt service payments. Uncertainty also derives from
the city's inability to produce audited financial information on a
timely basis. The 1998 bonds were originally insured by MBIA and
are now reinsured by National Public Finance Guarantee. The bonds
also benefit from a cash funded debt service reserve held by the
trustee.

The principal methodology used in this rating was Analytical
Framework For Water And Sewer System Ratings published in August
1999.


CONNAUGHT GROUP: Withdraws Key Employee Bonus Plans
---------------------------------------------------
The Connaught Group Ltd., withdraw a request to implement a key
employee retention plan and key executive incentive plan.
Connaught's court filing did not explain the reason for the move.

In their proposals filed in May, Connaught and its debtor-
affiliates sought to incentivize key employees for the successful
going concern sale of the Debtors' assets.  Under the KERP, the
Company proposed to pay $15,000 to one Key Employee and $20,000
each to two other Key Employees.  Under the KEIP, the Company
intended to pay its Executive Vice President, Eileen Balaban-
Eisenberg, $105,000.

In April, the Debtors closed a sale for substantially all of their
assets for total consideration in cash and cash equivalents of
roughly $22 million, more than double the highest offer for the
Debtors' businesses as a going concern prior to the Auction.  The
assets were sold to a joint venture between Royal Spirit Group and
Tom James Co.  Royal Spirit, the non-insider with the largest
claim, waived a $5.4 million claim.

The Debtors said the efforts of (i) the core group of three key
employees: the Lead Designer, the Vice President of Operations,
and the Vice President of Information Technology; and (ii) Ms.
Balaban-Eisenberg were essential to achieve the results of the
auction and sale process.  According to the Debtors, the retention
and incentivizing of the Key Employees and Key Executive created
millions of dollars in additional value for the Debtors'
creditors.

The Debtors recounted that in February 2012, after the Petition
Date, the Debtors' former Vice President of Operations resigned
for more certain long-term employment at another company.  He
played an important role in the Debtors' businesses, and upon his
departure, the Debtors realized that the loss of any remaining Key
Employees or a reduction in the efforts of the Key Executive would
necessarily impact the Debtors' planned sale and would increase
administrative costs to their estates.

With this in mind, the Debtors informed the Key Employees that
they would receive a retention bonus if they continued their
tireless efforts for the Debtors through the close of a sale for
substantially all of the Debtors' assets or the filing of a plan
of reorganization.  In addition, the Debtors informed the Key
Executive that she would receive an incentive bonus based on her
continued efforts for the Debtors should a successful closing of a
sale of substantially all of the Debtors' assets or the filing of
a plan of reorganization occur by April 30, 2012.

The Debtors proposed to pay the $160,000 in aggregate promised to
these individuals.

After the Sale closed, Ms. Balaban-Eisenberg did not accept
employment with the purchaser and was terminated, but she has
agreed to assist the Debtors in a consultation role as necessary
on various issues related to the Chapter 11 cases.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

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

The Connaught Group, Ltd., disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC listed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

Connaught Group filed a Chapter 11 plan in June that could pay
unsecured creditors 55% or more.  The disclosure statement, up for
approval at a July 17 hearing, stated that the recovery for
unsecured creditors will range between 21% and 55%.  The recovery
could be higher still if lawsuits are victorious.  Unsecured
claims range from $17.5 million to $20 million, according to the
disclosure statement.


CTI FOODS: Moody's Affirms 'B2' CFR; Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Services has changed the rating outlook of CTI
Foods Holding Co., LLC's (CTI) to stable from positive to reflect
the expected near term tightening of its liquidity profile and
increased leverage due to borrowings used to finance the
acquisition of AFA Foods' (AFA) Pennsylvania processing facility
and other capital investments. Concurrently, the B2 ratings on the
corporate family rating (CFR), probability of default rating and
the first lien credit facility were affirmed.

The following ratings were affirmed at CTI Foods Holding Co., LLC:

  B2 Corporate family rating;

  B2 Probability of default rating;

  B2 (LGD4 54% from 53%) on the $40 million first lien revolver
  due June 2014; and

  B2 (LGD4 54%, from 53%) on the $180 million first lien term
  loan due June 2015.

Ratings Rationale

Moody's anticipates that CTI's liquidity profile will weaken over
the near term due to reduced revolver availability following the
AFA acquisition, increased leverage and the contractual tightening
of the leverage covenant in its bank facility. The stable outlook
incorporates Moody's view that CTI will maintain covenant
compliance through the repayment of revolver borrowings with its
free cash flow generation and EBITDA growth in 2012. Further, the
stable outlook reflects CTI's consistent operating performance and
Moody's expectation that the earnings improvement will occur as a
result of ongoing customer diversification efforts, improving
utilization at its new soup processing facility, and integration
of the AFA facility. Moody's views CTI's acquisition of the AFA
facility positively as it should enhance its operating presence in
the Eastern US despite the near term deterioration in liquidity.

The B2 CFR reflects CTI's moderately high leverage, just over 4.5x
proforma for the AFA acquisition (including Moody's adjustment for
operating leases), consistent operating margins and improving
customer diversification. CTI's rating is supported by stable,
albeit low margins, which benefit from the ability to pass through
increases in commodity protein costs to its customers,
longstanding customer relationships and recent success
diversifying its customer base. The company's high geographic
concentration and its small scale relative to its larger, more
diverse competitors and adequate liquidity profile constrain the
rating.

Positive rating momentum could result from repayment of the
borrowings under the company's revolver and demonstration of
successful operation of the acquired facility. In addition,
Moody's would consider an upgrade if leverage was sustained below
4.0x (before the inclusion of preferred stock) with a good
liquidity profile. A downgrade is not currently anticipated over
the next 12 months; however, negative rating pressure could arise
if CTI were unable to maintain covenant compliance or were to
engage in shareholder friendly activities. Debt-to-EBITDA
sustained above 5.0x (before in the inclusion of preferred stock)
or a further deterioration in the liquidity profile could result
in a ratings downgrade.

The principal methodology used in rating CTI Foods Holding Co.,
LLC was the Consumer Packaged Goods Industry Methodology published
in July 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC
manufactures food products primarily for the quick service
restaurant industry. CTI's principal products include pre-cooked
taco meat, steak and chicken fajita meat, pre-cooked and uncooked
hamburger patties, soups, sauces and dehydrated beans. CTI was
purchased by Littlejohn & Co, LLC in April 2010.


DEE ALLEN RANDALL: 1 On 1 Withdraws as Bankruptcy Counsel
---------------------------------------------------------
1 On 1 Legal Services, P.L.L.C., sought and obtained permission
from the U.S. bankruptcy Court to withdraw as counsel to Dee Allen
Randall.  The Debtor retained the firm to represent him during his
bankruptcy case.  In September 2011, however, a trustee was
appointed in the Bankruptcy Case thereby rendering services by
1 On 1 unnecessary.

                      About Dee Allan Randall

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge Joel T. Marker
presides over the bankruptcy case.  In his petition, Mr. Randall
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.

On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).

Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee.  Mr. Miller requested for the joint
administration of Mr. Randall's and the corporate Debtors' cases
for procedural purposes.  The trustee hired Fabian & Clendenin as
special counsel.


DELTA PETROLEUM: Objects to FTI Consulting Hiring
-------------------------------------------------
BankruptcyData.com reports that Delta Petroleum filed with the
U.S. Bankruptcy Court an objection to the official committee of
unsecured creditors' motion to retain FTI Consulting as financial
advisor.

The Debtors assert, "Thus, FTI and the Committee are asking the
Court to impose upon the Debtors an indemnification obligation to
which the Debtors do not agree and the entry into which would not
be an exercise of the Debtors' business judgment. Such a request
cannot be taken lightly. There is no conceivable benefit to the
Debtors' estate for the Debtors to take on an obligation to
indemnify a financial advisor who is assisting a Committee that
has already opposed various forms of relief sought by the Debtors
and will probably do more of the same."

As reported in yesterday's edition of the TCR, 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

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.


DEWEY & LEBOEUF: Pays $190,000 Fee to Stephen Horvath
-----------------------------------------------------
Nate Raymond at Thomson Reuters News & Insight, citing court
documents, reports that Dewey & LeBoeuf has paid executive partner
Stephen Horvath $190,000 since the bankruptcy filing date for
overseeing the law firm's wind-down.

According to Reuters, it is unclear what the salary arrangement is
for Mr. Horvath, one of two partners remaining at Dewey since the
Chapter 11 filing, but the $190,000 covered work performed between
May 28 and the end of June.  On an annualized basis, that would
total $1.97 million.  In addition, Mr. Horvath was reimbursed for
$23,563 in expenses, Reuters says, citing the firm's first monthly
operating report.

The report relates other payments to Dewey insiders include
$56,000 to Janis Meyer, the firm's general counsel, and $33,333 to
Frank Canellas, its director of finance.

According to Reuters, Mr. Horvath did not respond to an e-mail
seeking comment. He became executive partner in March during a
pre-bankruptcy management shake-up and, as part of that change,
relocated from London to New York.

The report relates a spokeswoman for Dewey's chief restructuring
officer, Joff Mitchell, declined comment; so did Edward
Weisfelner, a lawyer for the creditors' committee.

The report adds the firm's bankruptcy team is now pushing to pay
off Dewey's creditors, who are owed between $245 million and $315
million.  Since the bankruptcy, the Dewey estate has collected a
total $19.3 million, of which $5.7 million has been paid out in
expenses, according to the monthly report.

The report says much of the restructuring work is focused on
collecting fees owed by Dewey's former clients.  But the firm's
accounts receivable are aging, suggesting trouble ahead: Of the
$205 million in accounts receivable, $112.6 million is more than
90 days old.

The report relates, adding to its challenges, Dewey has just
48 employees to help wind up the firm, down from the 150 it had
when it filed for bankruptcy.

Reuters, separately, says the monthly report disclosed in
footnotes that the firm's Frankfurt office on May 29 made an
unauthorized $76,466 disbursement to former partners there. It was
unclear who exactly received these payments.  A drop in the
partners' capital account, from $73.1 million to $60 million, is
in part attributed to income during that period minus the
unauthorized German payment and changes in foreign exchange rates,
the report adds.

                     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.


DIGITALGLOBE INC: Moody's Affirms 'Ba3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has changed the outlook of DigitalGlobe
Inc. to stable from negative following the announcement that
DigitalGlobe will acquire GeoEye, Inc. for cash, stock and
assumption of debt, which will be refinanced at closing. The
company's Ba3 corporate family rating, its B1 probability of
default rating and its Ba3 senior secured bank credit facility
ratings remain unchanged and were affirmed.

Moody's views the transaction as credit-positive for both
companies, as the combination stands to rationalize redundant
satellite imagery capacity while minimizing the risk of future
contract renewals by the National Geospatial-Intelligence Agency
("NGA"). The transaction is subject to requisite regulatory
approvals, although, since Moody's believes that given the
bipartisan support for the program in Congress and the reduction
of future commitments to acquire imagery from both companies by
NGA, regulatory approval will be likely.

Issuer: DigitalGlobe, Inc.

   Outlook, Changed To Stable From Negative

In August 2010, DigitalGlobe received a $2.8 billion National
Geospatial-Intelligence Agency ("NGA") award in a series of ten
one-year contracts, which includes a Service Level Agreement
("SLA") for $2.8 billion over 10 years for satellite imagery
collected on the company's existing satellites along with revenue
commitments on imagery collected from future satellites. The
contracts are subject to ongoing reviews by the NGA, with the
budgets dependent on Congressional appropriations. As a condition
of the EnhancedView contract award, DigitalGlobe is constructing
the next-generation WorldView-3 satellite. The company estimates
that it will have about $650 million in EnhancedView related
capital expenditures, if it fully completes and launches
WorldView-3 on the original schedule.

As both DigitalGlobe and GeoEye are building new satellites, the
NGA decision may render one of the two new satellites commercially
untenable in the near term. A merger of the two companies would
significantly eliminate event risk to a combined company, as the
probability of a full elimination of the EnhancedView program is
minimal. Moody's believes that the US government would benefit
from the combination, as it would still have access to full
imagery collection capacity from the existing satellite fleet,
while potentially reducing its overall spend on the program.

Ratings Rationale

DigitalGlobe's Ba3 rating primarily reflects the company's leading
position in the commercial satellite imagery market, and the
difficulty in replicating the specialized products and services
provided by companies like DigitalGlobe. The rating is also
supported by the improving competitive dynamics in the global
market aided by the pending acquisition of GeoEye and the material
capex rationalization that the rating agency expects following the
completion of the merger. Moody's also expects strong support for
DigitalGlobe from the US government to continue, as the primary
competitors of commercial satellite imagery will be international
players. The Ba3 rating also derives support from the company's
strong near-term financial metrics, primarily Moody's expectations
for adjusted Debt/EBITDA leverage, offset by expected negative
free cash flow generation over the next year as the company
integrates GeoEye and determines which of the two satellites that
are near completion (GeoEye-2 and WorldView-3) will be launched.
The ratings are tempered by the technology and business risks
manifest in the company's high customer and asset concentration
and the longer-term uncertainty relating to the company's strategy
to meet shareholder return expectations. Moody's also expects
DigitalGlobe to continue to use insurance to manage the risk of
anomalies or service disruption in space.

What Could Change the Rating - Up

Ratings may be raised if the company successfully integrates
GeoEye's operations, diversifies its revenues away from the US
government, and the resulting cash flow augments the company's
liquidity while free cash flow generation reaches over $150mm per
year.

What Could Change the Rating - Down

Rating downgrades would be driven by prolonged GeoEye integration
that significantly impacts free cash flow generation, unfavorable
DoD budget outcome which would significantly curtail US government
revenues, and if the company is unable to replenish those revenues
from other customers. Given the high technology risk endemic in
the company's business model, ratings would come under pressure if
there is a significant impairment of assets in space that is not
covered by insurance.

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

Headquartered in Longmont, Colorado, DigitalGlobe is a commercial
satellite imagery company which operates a constellation of three
Earth imaging satellites - QuickBird, WorldView-1, and WorldView-
2. DigitalGlobe is one of two US-based companies (along with
GeoEye Inc) operating in this industry. DigitalGlobe generated
$349 million in revenues for twelve months ending March 31, 2012.


DISCOUNT PACKAGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Discount Packaging Supply Inc.
        6508 NW 82nd Avenue
        Miami, FL 33166

Bankruptcy Case No.: 12-27424

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Henry Hernandez, Esq.
                  NAVARRO HERNANDEZ, P.L.
                  255 Alhambra Cir #640
                  Coral Gables, FL 33134
                  Tel: (305) 447-8707
                  Fax: (305) 447-3787
                  E-mail: bankruptcy@nhlawpl.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Javier Fernandez, president.


EASTMAN KODAK: Wins Appeal on Ruling It Didn't Infringe on Apple
----------------------------------------------------------------
Susan Decker at Bloomberg News reports that Eastman Kodak Co. won
an appeals court ruling that it didn't violate Apple Inc. patent
rights over a way to process digital images in a case that was
filed at the U.S. International Trade Commission.

According to the report, the U.S. Court of Appeals for the Federal
Circuit, without issuing a formal opinion, affirmed an ITC ruling
from July 2011 that an Apple patent wasn't infringed.  Notice of
the decision was posted on the court's Web site.

Apple, based in Cupertino, California, filed the case against
Kodak in response to a patent suit Kodak had lodged.  The
commission on July 20 said that a Kodak patent claim for an
image-preview feature was invalid.

Kodak is relying on its patent portfolio to help fund a
turnaround.  The company is selling two groups of patents, with
plans to announce winning auction bidders on Aug. 13.  Kodak has
said in a court filing that Apple owes it more than $1 billion in
patent royalties.  Apple, which claims co-ownership of some Kodak
patents because of a research agreement from the 1990s, could have
used a victory in this case to lower any amount it might have to
pay.

The appeal is Apple Inc. v U.S. International Trade Commission,
11-1592, U.S. Court of Appeals for the Federal Circuit
(Washington). The ITC case is In the Matter of Digital Imaging
Devices and Related Software, 337-717, U.S. International Trade
Commission (Washington).  The Kodak case against Apple and RIM is
In the Matter of Certain Mobile Telephones and Wireless
Communication Devices Featuring Digital Cameras, and Components
Thereof, 337-703, USITC.

                           Bonus Program

Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, also reports that earlier, Eastman Kodak proposed a
bonus program where Chief Executive Officer Antonio M. Perez could
receive a bonus equal to 200% of base salary if the bankruptcy
ends up paying 30% of unsecured creditors' claims. The bonuses
would increases if the recovery is more than 30%.  The company
said it selected the 30% recovery threshold because it represents
about twice the trading price of some of Kodak's unsecured bonds
over the last month.

For a 30% creditor recovery, the bonus program would cost Kodak
$8.8 million. The bonuses are on a sliding scale where they would
eventually double if unsecured creditors end up being paid in
full.

There will be a hearing on July 30 in U.S. Bankruptcy Court
in New York for approval of the bonus program.

Kodak said in a court filing that the creditors' committee
supports the bonus programs.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: To Appeal ITC Ruling Over Camera Preview Patent
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the U.S.
International Trade Commission's Friday ruling that an Eastman
Kodak Co. camera preview patent is invalid could spell trouble for
the bankrupt company's bet-the-farm sale of a stable of patents,
on which its future largely rides, experts said.

Bankruptcy Law360 says the debtor promised to appeal the ruling to
the Federal Circuit with the hope of a reversal that would
validate one of its key patents in the proposed sale, something
it's tied its future to as it seeks to bring in as much as $2.6
billion.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Adverse ITC Ruling May Impact Patent Sale
--------------------------------------------------------
Dana Mattioli, writing for The Wall Street Journal, reports that
bids for patents being auctioned by Eastman Kodak Co. could become
less generous now that the company has lost a key intellectual-
property case against Apple Inc. and Research In Motion Ltd.

The International Trade Commission dismissed Kodak's complaint
against the iPhone and BlackBerry makers late Friday, after
concluding that a patent that has been highly lucrative for Kodak
was invalid.

According to WSJ, while the patent -- which governs the way images
are previewed by digital cameras -- is only one of 1,100 Kodak has
put on the block, the loss could make it harder for Kodak to raise
the billions of dollars it is counting on to help it emerge from
Chapter 11 as a viable company.

"Any time one of your prime assets is considered invalid, it hurts
the overall value of your patents in a major way," WSJ quotes Dean
Becker, chief executive of ICAP Patent Brokerage, as saying.  ICAP
is advising clients with interest in the portfolio.

WSJ relates Mr. Becker says future bids, which are due July 30,
are likely to come in lower.

According to WSJ, a person familiar with the auction said more
than 20 bidders have signed nondisclosure agreements with Kodak,
and most of the interested parties are expected to make bids very
close to the deadline.

A person familiar with Kodak's thinking told WSJ potential bidders
have yet to raise Friday's ITC ruling with Kodak.

"We wouldn't expect the ITC decision to have a significant effect
on potential bidders, because there is an understanding that this
was always going to be decided by the federal court, regardless of
who brought the appeal, and the federal court has great latitude
in this respect," the person said.

WSJ also relates patent experts have been less enthusiastic about
the value of Kodak's portfolio, which involves patents related to
imaging -- a key function of smartphones, but not related to core
mobile-communication technologies.  Patent experts said the
patents have also been heavily licensed, diminishing their future
value.

According to WSJ, people familiar with the matter say continuing
litigation at the ITC with Apple and RIM also has made suitors
reluctant to bid.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


FAIRFIELD SENTRY: Liquidator Files $89-Mil. Clawback Suits
----------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the foreign
liquidator for Bernard L. Madoff feeder fund Fairfield Sentry Ltd.
launched two more clawback suits Friday in New York federal court,
seeking a total of $89 million held in bank accounts tied to BNP
Paribas Security Services Luxembourg and Kookmin Bank.

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FEDERATED OIL: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Federated Oil, Inc.
        7114 S. Vincennes Road
        Chicago, IL 60621

Bankruptcy Case No.: 12-28719

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Zubair A. Khan, Esq.
                  RAB & KHAN LLP
                  560 W Washington Blvd suite 240
                  Chicago, IL 60661
                  E-mail: zubair@rabkhan.com

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

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

A copy of the Company's list of its seven unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb12-28719.pdf

The petition was signed by Mohammad Vikaruddin, president.


FOURLAPS LLC: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Fourlaps, LLC
        aka Minerva's Bed and Breakfast
        aka Minvera's Bed, Breakfast and Books By the Sea
        46 Pennock Terrace
        Lansdowne, PA 19050

Bankruptcy Case No.: 12-28043

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: E. Richard Dressel, Esq.
                  FLASTER GREENBERG
                  1810 Chapel Avenue West
                  3rd Floor
                  Cherry Hill, NJ 08002
                  Tel: (856) 661-1900
                  E-mail: rick.dressel@flastergreenberg.com

Scheduled Assets: $903,847

Scheduled Liabilities: $1,085,005

A copy of the Company's list of its nine unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-28043.pdf

The petition was signed by Emma Lapsansky, managing member.


FR 160 LLC: Files List of 5 Largest Unsecured Creditors
-------------------------------------------------------
FR 160 LLC filed with the Bankruptcy Court a list of the Debtor's
creditors holding the five largest unsecured claims, disclosing:

   Name of creditor          Nature of Claim    Amount of Claim
   ----------------          ---------------    ---------------
NWRA Ventures I, LLC         Guaranty               $50,000,000
c/o The Corporation Trust
Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

Flagstaff Ranch              HOA Fees                   $69,799
Property Owners
Association
38505 S. Lariat Loop
Flagstaff, AZ 86001

Smith-Roberts, Inc.          Property Survey            $11,650

Flagstaff Ranch Mutual       Water Assessment            $6,842
Waste Water Company

Vann Engineering Inc.        Environments Site           $3,000
                             Assessment

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.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that 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.


FANNIE MAE: Fannie & Freddie Getting Receivership Contingency Plan
------------------------------------------------------------------
Meera Louis and Clea Benson at Bloomberg News report that the U.S.
regulator overseeing Fannie Mae, Freddie Mac and the Federal Home
Loan Banks has hired a consulting firm to create contingency plans
for taking the mortgage-finance firms into receivership, according
to contract documents.

The plan is part of "ordinary regulatory activities" and doesn't
indicate that the Federal Housing Finance Agency intends to take
the companies or the banks into receivership, agency spokeswoman
Denise Dunckel said, according to the report.

Receivership would involve winding down the companies and selling
off their assets.

The FHFA in May signed a contract with New York-based
PricewaterhouseCoopers LLP to "recommend guidelines, procedures
and other protocols the FHFA should have in place prior to placing
any regulated entity into receivership," according to the
document.

The FHFA released the PricewaterhouseCoopers contract to Vern
McKinley, a financial consultant working with the Washington-based
legal organization Judicial Watch, in response to a Freedom of
Information Act request.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FIDDLER'S CREEK: Files Amended Quarterly Operating Report
---------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that Fiddler's Creek LLC, which exited
bankruptcy last year, filed an amended quarterly operating report
July 18 for the period beginning April 1 and ending June 30. The
report didn't disclose bank balances, according to court records.

The operating report gave details on insurance policies held by
the company, including commercial general liability and flood
insurance.

No assets have been sold or transferred "outside of the terms of
the Plan of Reorganization" or outside the "normal course of
business," according to the report. The company isn't delinquent
on sales or payroll taxes or amounts owed to vendors, the report
said. It is also current on post-confirmation plan payments.

                     About Fiddler's Creek

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

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

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

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


FREDDIE MAC: Fannie, Freddie Getting Receivership Contingency Plan
------------------------------------------------------------------
Meera Louis and Clea Benson at Bloomberg News report that the U.S.
regulator overseeing Fannie Mae, Freddie Mac and the Federal Home
Loan Banks has hired a consulting firm to create contingency plans
for taking the mortgage-finance firms into receivership, according
to contract documents.

The plan is part of "ordinary regulatory activities" and doesn't
indicate that the Federal Housing Finance Agency intends to take
the companies or the banks into receivership, agency spokeswoman
Denise Dunckel said, according to the report.

Receivership would involve winding down the companies and selling
off their assets.

The FHFA in May signed a contract with New York-based
PricewaterhouseCoopers LLP to "recommend guidelines, procedures
and other protocols the FHFA should have in place prior to placing
any regulated entity into receivership," according to the
document.

The FHFA released the PricewaterhouseCoopers contract to Vern
McKinley, a financial consultant working with the Washington-based
legal organization Judicial Watch, in response to a Freedom of
Information Act request.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


GAC STORAGE: 3 Debtors Want Plan Voting Period Extended
-------------------------------------------------------
GAC Storage Copley Place LLC, GAC Storage El Monte, LLC, and The
Makena Great American Anza Company LLC seek an extension of the
exclusive periods within which to obtain acceptances of their
Chapter 11 plans of reorganization through and including the
confirmation hearing dates on the Plans.

Copley filed a Chapter 11 plan and related disclosure statement on
March 30, 2012.  Debtors El Monte and Anza filed their Plans on
May 1.  Absent an extension, Copley's deadline to solicit Plan
votes was July 1, Anza had until July 2, and El Monte's deadline
was July 3.

Copley's disclosure statement was approved May 24.  However, due
to the schedules of counsel and various witnesses, and the Court's
limited availability in June for contested evidentiary hearings,
the Copley confirmation hearing has been scheduled for Aug. 8.
Copley initiated its solicitation process on June 12, and seeks an
extension of the July 1 voting deadline to complete the
solicitation.

The initial hearing on the El Monte and Anza disclosure statements
was delayed until June 20 based on the reassignment of the cases
back from Judge Pamela S. Hollis.  The continued hearing on the El
Monte and Anza disclosure statements were scheduled for June 27.
The Anza and El Monte confirmation hearings have been slated for
Aug. 9 and 10, respectively.

        About GAC Storage & Makena Great American Anza Co.

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.


GENERAL CABLE: Moody's Affirms 'Ba3' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service affirmed General Cable Corp.'s Ba3
Corporate Family Rating and Ba3 Probability of Default Rating. In
a related rating action, Moody's downgraded the company's
speculative grade liquidity rating to SGL-3 from SGL-1 and lowered
the ratings of the company's senior unsecured debt to B1 from Ba3.
The rating outlook is negative.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Ba3;

Probability of Default Rating affirmed at Ba3;

$10.6 million (originally $475 mil.) Sr. Unsec. Conv. Notes due
2012 lowered to B1 (LGD5, 72%) from Ba3 (LGD4, 50%);

$355.0 million Sr. Unsec. Conv. Notes due 2013 lowered to B1
(LGD5, 72%) from Ba3 (LGD4, 50%);

$125.0 million Sr. Unsec. Notes due 2015 lowered to B1 (LGD5, 72%)
from Ba3 (LGD4, 50%);

$200.0 million Sr. Unsec. Notes due 2017 lowered to B1 (LGD5, 72%)
from Ba3 (LGD4, 50%); and,

$429.5 million 4.5% Sr. Sub. Conv. Notes due 2029 affirmed at B2
(LGD6, 93%).

The speculative grade liquidity rating is downgraded to SGL-3 from
SGL-1.

Ratings Rationale

General Cable's Ba3 Corporate Family Rating incorporates Moody's
view that the company's business profile is a credit strength.
Based on Moody's view that revenues could approach $7.0 billion
over the next 18 months and include the company's recently
announced two acquisitions -- Alcan Cable, the wire and cable
business of Rio Tinto plc, and majority interest in Procables
S.A., General Cable is a very large company that sells across
multiple regions. As a global manufacturer, slowdowns in any
specific geographic region may be offset by strength in others. It
derives slightly more than 60% of its revenues from outside of the
U.S. These characteristics are indicative of investment grade
ratings.

The downgrading of General Cable's speculative grade liquidity
rating to SGL-3 from SGL-1 results from its looming maturities.
The $355.0 mil. Sr. Conv. Notes due 2013 become current
liabilities in November 2012. Until these Notes are refinanced,
General Cable's revolving credit facility will mature in August
2013, further stressing the company's liquidity profile since
Moody's does not consider the revolver as a sound source of
liquidity if it matures within a year. Also, General Cable is
financing its two acquisitions mainly by drawing down about $215
million under its revolving credit facility. Availability on a pro
forma basis at March 31, 2012 will approximate $300 million since
it is increasing the size of the revolver to $600 million from
$400 million. Moody's views remaining availability as insufficient
to pay off some of its Notes due 2013 and to meet potentially
future liquidity needs. Additionally, Moody's cashes on hand is a
limited source of liquidity to contend with its maturing debt.
Slightly more than $400 million of cash on hand is overseas, of
which about $100 million is in Venezuela and most likely
untouchable. The remaining $300 million must be used for overseas
operations and, if necessary, to payoff $170 million of debt
classified as current portion of long-term debt at 1Q12. Further,
the cash held by the company's non-U.S. subsidiaries would likely
be subject to additional tax upon repatriation.

The change in the rating outlook to negative from stable reflects
Moody's concerns regarding the company's liquidity profile and
credit metrics that are weak relative to the rating. General Cable
will have about $955 million of committed credit facilities
maturing in 2013 and $170 million of additional debt classified as
CPLT, creating significant refinancing risks. Moody's are also
concerned that General Cable is funding its acquisitions with a
liquidity facility that effectively matures in August 2013. Also,
the company's credit metrics are weak for the current rating.
Moody's forecasts General Cable's interest coverage to be around
2.3 times over the next 12 to 18 months and debt-to-EBITDA will
likely be slightly less than 4.5 times at the end of Moody's
forward looking view (all ratios incorporate Moody's standard
adjustments). Moody's estimates include the operations as well as
the debt associated with the two recent acquisitions. These key
credit metrics are at or close to those previously identified that
would cause ratings pressures.

The lowering of General Cable's senior unsecured debt - Notes due
2012, Notes due 2013, Notes due 2015, and Notes due 2017 -- to B1
from Ba3 result from the increase in the company's senior secured
revolving credit facility to $600 million from $400 million.
Asset-based revolvers have very higher recovery rates, placing
downward pressures on unsecured debt. Additionally, the large
amount of 20-day trade payables, which have the highest recovery
rates in the capital structure, and foreign trade payables and
drawn lines of credit, which are commitments of General Cable's
non-guarantor subsidiaries and are likely to be repaid from these
subsidiaries' cash flows prior to cash being repatriated to the
U.S., are providing downward pressures on the Notes ratings too.

A factor that might stress the ratings includes further erosion in
General Cable's liquidity profile such that it has difficulty in
extending its maturity profile. Adverse legal rulings that impair
the company's liquidity could negatively impact the ratings as
well. Also, the failure of the company to integrate the
acquisitions or to improve its operating performance such that
debt-to-EBITDA is sustained above 4.5 times or EBITA-to-interest
expense remains below 3.0 times (all ratios incorporate Moody's
adjustments) could pressure the rating.

Stabilization of the rating could occur if General Cable addresses
its maturity profile. Also, the ability to generate meaningful
earnings and significant levels of free cash flow that result in
debt-to-EBITDA sustained below 4.5 times or EBITA-to-interest
trending towards 3.5 times (all ratios incorporate Moody's
adjustments) would support positive rating actions.

The principal methodology used in rating General Cable was the
Global Manufacturing Industry Methodology published December in
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

General Cable Corporation, headquartered in Highland Heights, TN,
is a global manufacturer of copper, aluminum and fiber optic and
power cable products. Primary end markets served include
electrical utility, electrical infrastructure, and construction.
Revenues for the twelve months through March 30, 2012 totaled
about $5.9 billion.


GENON ENERGY: Fitch Puts Rating on Several Loan Notes at Low-B
--------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Ratings (IDR) of NRG
Energy, Inc. (NRG) and GenOn Energy Inc. (GenOn) on Rating Watch
Negative following the announcement of a stock for stock merger
agreement between them.  Fitch has also placed the IDR of GenOn
Americas Generation, LLC (GAG) and GenOn Mid-Atlantic, LLC's (GMA)
on Rating Watch Negative.  GAG and GMA are intermediate holding
company subsidiaries of GEN.

The Rating Watch Negative for NRG reflects the uncertainty
surrounding its capital structure and leverage due to the quantum
of put that may be exercised by GenOn's senior unsecured lenders
following change of control.  GenOn had $690 million of amortizing
term loan outstanding at the end of March 2012, which becomes
mandatorily payable on the consummation of the transaction.  In
addition, the $2.5 billion of unsecured notes at GenOn have a put
at 101% of par on change of control but it is uncertain how many
note holders will exercise the put.  As of March 31, 2012, the
combined pro forma liquidity was $2.8 billion, which includes $1.9
billion of cash and cash equivalents and reflects $1 billion of
projected debt pay down and elimination of $788 million credit
facility at GenOn.  NRG has also taken a $1.6 billion bridge loan
to fund the put.  A full exercise of the put exposes NRG to
significantly higher parent leverage and material reduction in
liquidity in addition to execution risk and transaction costs to
replace the bridge loan.

In Fitch's view, NRG's post-merger consolidated credit profile
through 2015 is moderately weaker than its standalone credit
metrics.  GenOn's financial profile weakens in 2015 with the loss
of above market hedges and lower capacity payments and the
projected $1 billion in debt reduction (excluding the put) and
$300 million of forecasted synergies and interest cost savings for
the combined entity provide only a partial offset.  Fitch
anticipates NRG's funds from operations (FFO)-to-debt to be in the
11%-13% range and Debt/adjusted EBITDA to be approximately 5.25x
or higher by 2015, which remain shy of Fitch's guideline metrics
of 15% FFO to debt and 5.0x Debt/adjusted EBITDA for a high-risk
'B+' rated issuer.  These credit metrics do not include the three
large solar projects that NRG is pursuing with a conditional loan
guarantee from the Department of Energy (DOE), i.e. the Ivanpah,
Agua Caliente, and California Valley Solar Ranch projects.  Fitch
has deconsolidated these projects in its rating analysis.

Fitch notes the restrictive payment basket under NRG's 2017
unsecured notes is significantly enhanced as the company issues
equity to close the transaction.  This will accord management
tremendous flexibility to engage in greater shareholder actions
beyond the levels it was permitted to in the past.

Fitch believes the transaction does improve NRG's overall business
risk profile as GenOn's generation portfolio lends geographic
diversity, size and scale benefits to NRG's fleet.  GenOn's
northeast and western generation assets can provide physical
backup to NRG's retail aspirations in these markets, thereby
lowering costs to compete.

The Rating Watch Negative for GenOn primarily reflects the
significant deterioration in GenOn's standalone credit metrics as
a result of the sharp secular fall and anticipated tepid recovery
in natural gas prices.  A merger with a stronger rated entity,
$690 million of assured debt reduction and part benefit of synergy
and interest cost savings alone seem inadequate to fully arrest
the downward rating pressure for the company.  The extent of
incremental leverage reduction via the exercise of the put will be
a key determinant for Fitch to assess if GenOn's financial metrics
have stabilized relative to Fitch's guideline metrics for a high
risk 'B' issuer.  GenOn's outstanding debt will not be guaranteed
by NRG.

Fitch expects to resolve the Rating Watch for NRG and GenOn and
its subsidiaries upon the consummation of the transaction.  The
key rating triggers are the extent to which the put is exercised
by GenOn's unsecured debtholders, resulting leverage and available
liquidity at each of the entities, and future capital allocation
goals.  In addition, Fitch will continue to monitor the commodity
environment such as changes in natural gas prices and heat rates,
which have a material bearing on the profitability and cash flows
of the combined entity.  Trends in environment regulation are also
a key ratings driver given the still high coal exposure of the
combined portfolio.

Under the terms of the merger agreement, GenOn's shareholders will
receive 0.1216 shares of NRG in exchange for each share of GenOn,
which represents a 20.6% premium on Friday's closing price of
$1.82 per share.  The pro forma ownership of the combined entity
will consist of 71% of NRG shareholders and 29% of GenOn's
shareholders.  The board of the combined company will consist of
12 directors from NRG and 4 from GenOn.

The transaction is subject to approvals from NRG and GenOn's
shareholders as well as regulatory approvals from the Federal
Energy Regulatory Commission, Department of Justice and Public
Utility Commissions of New York and Texas.  Assuming all necessary
approvals are obtained in a timely manner, the transaction is
expected to close in the first quarter of 2013.

The combined company, which would operate under the NRG name,
would increase in scale, with approximately 47,000 MWs of
generating capacity, to become the largest owner of competitive
generation.  The combination would benefit from geographic
diversity and a growing footprint serving retail load.

Recovery Analysis:
The individual security issue ratings at NRG, GenOn, GMA and GAG
are notched above or below the IDR, as a result of the relative
recovery prospects in a hypothetical default scenario.  Fitch
values the power generation assets that guarantee the entity level
debt using a net present value analysis.  The generation asset net
present values vary significantly based on future gas price
assumptions and other variables, such as the discount rate and
heat rate forecasts in ERCOT, Northeast, Southeast and California.

For the net present valuation of generation assets used in Fitch's
recovery valuation case, Fitch uses the plant valuation provided
by its third-party power market consultant, Wood Mackenzie, as an
input as well as Fitch's own gas price deck and other assumptions.
Fitch calculates the value of NRG's retail business by applying a
multiple to stress EBITDA expectations.

Fitch has placed the following ratings on Rating Watch Negative:

NRG Energy, Inc.

  -- IDR at 'B+';
  -- Senior secured term loan B at 'BB+/RR1';
  -- Senior secured revolving credit facility at 'BB+/RR1';
  -- Senior unsecured notes at 'BB/RR2';
  -- Convertible preferred stock at 'B-/RR6'.

GenOn Energy Inc.

  -- IDR at 'B';
  -- Senior secured term loan at 'BB/RR1';
  -- Senior secured revolver at 'BB/RR1';
  -- Senior unsecured notes at 'BB-/RR2';
  -- Short-term IDR at 'B'.

GenOn Americas Generation, LLC

  -- IDR at 'B+';
  -- Senior unsecured notes at 'BB/RR2'.

GenOn Mid-Atlantic, LLC

  -- IDR at 'B+';
  -- Pass-through certificates at 'BB/RR2'.




GENON ENERGY: S&P Puts 'B-' Corporate Credit Rating on Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit ratings on GenOn Energy Inc. on CreditWatch with positive
implications following the announcement by NRG Energy Inc. and
GenOn that they have agreed to combine the companies in a stock-
for-stock transaction. "At the same time, we placed the our
corporate credit ratings on GenOn's subsidiaries, GenOn Energy
Holdings Inc., GenOn Americas Generating LLC, and GenOn REMA LLC,
on CreditWatch positive. The CreditWatch listing indicates that we
could either raise or affirm the ratings following our review of
the merger. Houston-based GenOn had about $4.2 billion of long-
term debt as of March 31, 2012," S&P said.

"The CreditWatch listings follow the announcement that NRG and
GenOn have agreed to merge in an all-stock transaction offer at an
exchange ratio of 0.1216 shares of NRG for each share of GenOn, or
a premium of about 20% on GenOn's closing price on July 20, 2012,"
said Standard & Poor's credit analyst Terry Pratt. "According to
the terms of the merger, GenOn will combine with and into an
excluded project subsidiary of NRG (a nonguarantor). A shared
services agreement between both companies will enable the value of
synergies to be captured by NRG at the parent level. The structure
permitted under indentures requires no debtholder approvals from
either NRG or GenOn debtholders. The companies expect the merger
to close in the first quarter of 2013. Following the exchange,
GenOn's existing shareholders will own about 29% of the pro forma
company," S&P said.

"We expect the transaction to require regulatory approvals from
Texas, New York, and the Federal Energy Regulatory Commission. The
companies will also submit notice of the merger to the California
Public Utilities Commission and the U.S. Nuclear Regulatory
Commission as well as premerger notification to the U.S. Dept. of
Justice and the Federal Trade Commission under the Hart-Scott-
Rodino Act," S&P said.

"Given that GenOn's business risk profile is weaker than NRG's,
the business risk profile of the combination will likely weaken.
Still, offsetting factors include benefits of scope and scale. We
will reassess the pro forma company's strategy to establish the
pro forma's business risk profile," S&P said.

"We may resolve the CreditWatch placement before the consummation
of the transaction following more detailed analysis of
management's capitalization plan and business strategy, but could
resolve it at or near the time of the transaction's completion. We
will provide CreditWatch updates from time to time as
appropriate," S&P said.


GEOEYE INC: Moody's Confirms 'B2' Ratings; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service has confirmed the ratings of GeoEye Inc.
and changed the rating outlook to positive following the
announcement that DigitalGlobe, Inc. will acquire the company for
stock and assumption of debt. The rating action concludes the
review for downgrade initiated on June 25, 2012. In addition, due
to the receipt of the $111 million cost share payment earlier this
month from the NGA, Moody's upgraded the company's liquidity
rating to SGL-3 from SGL-4, indicating adequate liquidity as the
company now has greater cash balances to continue the construction
of its Geoeye-2 satellite.

Moody's views the transaction as credit-positive for both
companies, as the combination stands to rationalize redundant
satellite imagery capacity while minimizing the risk of future
contract renewals by the National Geospatial-Intelligence Agency
("NGA"). The transaction is subject to requisite regulatory
approvals, although, since Moody's believes that given the
bipartisan support for the program in Congress and the reduction
of future commitments to acquire imagery from both companies by
NGA, regulatory approval will be likely.

Rating Actions:

     Probability of Default Rating, Confirmed at B2

     Corporate Family Rating, Confirmed at B2

     US$400M 9.625% Senior Secured Regular Bond/Debenture,
     Confirmed at B1

     US$125M 8.625% Senior Secured Regular Bond/Debenture,
     Confirmed at Caa1

     Speculative Grade Liquidity Rating, Upgraded to SGL-3
     from SGL-4

Outlook, Changed To Positive From Rating Under Review.

Ratings Rationale

GeoEye's standalone pre-acquisition B2 CFR reflects the company's
credit risk profile in light of possible material cutbacks to the
contractual relationship between GeoEye and NGA. As GeoEye in
aggregate, receives over 60% of its revenues from the US
Government, replacing that revenue stream with other customers may
stress the financial profile over the next two years, even after
the receipt of $111 million cost share reimbursement from the NGA.
On the other hand, Moody's believes that given the high
probability of the proposed deal passing regulatory scrutiny
without major concessions, the company's credit profile will be
strengthened upon its acquisition by DigitalGlobe.

The NGA alerted GeoEye that it is unlikely to extend the SLA for
the next contract year starting September 1, 2012 through August
31, 2013, but instead proposed a three month option which the NGA
intends to exercise providing for service revenue to the company
from September 1, 2012 through November 30, 2012 of $39.75
million, and a further nine month option for the remainder of the
Contract Year through August 31, 2013 providing for service
revenue to the Company, based upon the availability of funding, of
$119.25. More importantly, The NGA is electing not to obligate
additional funding under its cost share agreement with the company
for the development and launch of GeoEye- 2, scheduled for launch
in the first half of 2013. NGA is proposing new milestones for
payment of the remaining $70 million cost-share which would occur
before the launch of GeoEye-2. Therefore, should the pending
transaction with DigitalGlobe not go forward, the company's credit
profile would be stressed over the next two years.

What Could Change the Rating - Up

Upward rating momentum will be limited given the pending
acquisition by DigitalGlobe. On a standalone basis, ratings may be
upgraded given a successful launch and deployment of the GeoEye-2
satellite, the company diversifies its revenue stream away from
the US government, and the resulting cash flow augments the
company's liquidity.

What Could Change the Rating - Down

The rating and/or outlook may be revised down if the DigitalGlobe
transaction does not close and unfavorable DoD budget outcomes
significantly curtail US government revenues, and if the company
is unable to replenish those revenues from other customers. Given
the high technology risk endemic in the company's business model,
ratings would also come under pressure if there is a significant
impairment of assets in space that is not covered by insurance.

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

Headquartered in Dulles, VA, GeoEye, Inc. is a commercial
satellite company (formed as a result of ORBIMAGE's January, 2006
acquisition of Space Imaging) operating two earth imaging
satellites -- GeoEye-1 and IKONOS. The company also owns and
operates a network of ground stations and provides aerial imagery
services. The company has an extensive archive of satellite
imagery, and has advanced geospatial imagery processing
capabilities. GeoEye is one of two US based companies (along with
DigitalGlobe Inc) operating in this industry, and the larger of
the two by revenues.


GRACE BAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Grace Bay, LP
        147 Link Lane
        Slippery Rock, PA 16057

Bankruptcy Case No.: 12-23649

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Timothy D. Kelly, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Terri Wayne                            11-22564   04/23/11


H.J. HEINZ: Fitch Raises Rating on Series B Stock to From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the following long-term ratings of H.J.
Heinz Company (Heinz) and its subsidiaries:

H.J. Heinz Co.

  -- Long-term Issuer Default Rating (IDR) to 'BBB+' from 'BBB';
  -- Bank facilities to 'BBB+' from 'BBB';
  -- Senior unsecured debt to 'BBB+' from 'BBB'.

H.J. Heinz Finance Co. (HFC)

  -- Long-term IDR to 'BBB+' from 'BBB';
  -- Bank facilities to 'BBB+' from 'BBB';
  -- Senior unsecured debt to 'BBB+' from 'BBB';
  -- Series B Preferred Stock to 'BBB-' from 'BB+'.

H.J. Heinz Finance UK Plc.

  -- Long-term IDR 'BBB+' to from 'BBB';
  -- Senior unsecured debt to 'BBB+' from 'BBB'.

Concurrently, Fitch has affirmed the following short-term ratings:

H.J. Heinz Co.

  -- Short-term IDR at 'F2';
  -- Commercial paper (CP) at 'F2'.

H.J. Heinz Finance Co. (HFC)

  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

The Rating Outlook is Stable.

The upgrade reflects Fitch's view that Heinz is likely to maintain
its consistent, conservative financial strategy, generate
meaningful free cash flow (FCF) and keep leverage (total debt to
operating EBITDA) relatively steady in the mid 2x range.  Heinz's
strategies that support the upgrade include its commitment to
minimal share repurchases and use of overseas cash to fund
acquisitions.

Credit positives include the company's solid cash flow generation,
substantial liquidity, diversification across product lines and
geography, as well as leading market positions in major product
categories.  The company has generated more than $450 million of
average annual free cash flow during the past five years, despite
a $540 million pension contribution in fiscal 2010.  Heinz's well-
funded pension plan minimizes the likelihood of large pension
contributions in the near term.

Heinz generates approximately two-thirds of its sales outside the
U.S., including approximately 21% of sales from emerging markets
in fiscal 2012.  Emerging markets are expected to remain the
company's growth driver, rising to approximately 30% of sales in
fiscal 2016 from 9% in fiscal 2005.  Heinz's emerging markets
exposure is well balanced geographically and provides a stronger
growth platform than many of its U.S.-based peers.

Incorporated in the rating is the company's slow growth in
developed markets, particularly North American Consumer Products
(NACP), which generates the company's highest operating margins.
NACP's fiscal 2012 organic sales increased 0.5% and reported
operating income fell 2.5%.  The company also has high exposure to
Europe, at 30% of sales.  However, Heinz's has generated good
results in this region despite the economic turmoil, with 4.3%
organic sales growth in fiscal 2012 and a 4.8% increase in
operating income.  Given the company's significant Non-U.S.
exposure, currency fluctuations periodically impact earnings and
are expected to be a headwind this year.

Heinz's major product categories include its namesake ketchup, as
well as condiments and sauces, frozen food, soup, beans, infant
food and other processed foods.  Ketchup, condiments and sauces
comprise approximately 45% of sales.  EBITDA margins have remained
in the high teens over the past several years, and are near the
top tier for the packaged food industry, despite commodity
inflation which peaked at approximately 12% in fiscal 2009 and
remained in the 5-7% range in fiscal 2010 through 2012.  Heinz
expects moderate inflation this year of 4%, driven by potatoes,
beans, meat and packaging.  While inflation will not be as much as
an issue in the near term, Heinz plans to reinvest approximately
$120 million in fiscal 2013 in incremental advertising, systems,
sales and innovation resources.

The company's internally generated liquidity is substantial. Cash
and cash equivalents were $1.3 billion at the fiscal 2012 year end
and are expected to grow.  Cash provided by operating activities
was $1.49 billion for the year, down from $1.58 billion in the
prior year primarily due to the $122 million cash impact of
spending on productivity initiatives. Heinz generated $455 million
in free cash flow (after dividends and capital expenditures) in
fiscal 2012.  Based on the company's current guidance, Fitch
expects free cash flow in fiscal 2013 should be in a similar
range, including $80 million cash costs related to the 2012
restructuring program.

Heinz's cash flow priorities include growing its dividend,
engaging in bolt-on acquisitions, debt reduction, and balancing
share repurchases against option exercises.  Fitch expects Heinz's
Fiscal 2013 organic sales growth of 4%+ to be mostly offset by
modest U.S. divestitures and currency headwinds.  Gross margins,
excluding fiscal 2012 productivity charges, are expected to grow
slightly, driven by productivity savings and pricing to offset
commodity inflation.

At April 29, 2012, there were no borrowings on Heinz and HFC's
$1.5 billion committed revolving credit facility expiring in June
2016. Heinz did not have any CP.  In addition, Heinz had $500
million of short-term foreign credit lines available.  Except for
the $1.1 billion due in fiscal 2014, upcoming debt maturities over
the next four years are modest at $200 million or less.  Heinz is
likely to refinance most of its medium-term debt maturities.

For fiscal 2012, Heinz's total debt-to-operating EBITDA was 2.6
times (x), funds from operations (FFO) adjusted leverage was 3.8x,
and operating EBITDA-to-gross interest expense was 7.0x.  At the
April 29, 2012 fiscal year end, Heinz's total debt was $5.3
billion.  Fitch includes the face amount of the company's $931
million 7.125% notes due 2039 in total debt.

What could trigger a rating action?

Future developments that may, individually or collectively, lead
to a positive rating action include:

A further ratings upgrade in the near to intermediate term is
unlikely but could occur if Heinz commits to maintain leverage
(total debt to operating EBITDA) in the low 2x range while
generating consistency or growth in FCF.

Future developments that may, individually or collectively, lead
to a negative rating action include:

If Heinz engaged in a significant debt financed acquisition or
share repurchase program, or operating earnings and margins came
under severe pressure, resulting in a sustained period of leverage
greater than 3.0x and weakening FCF.


HEMCON MEDICAL: Has Interim OK to Use Cash Collateral Until Oct. 7
------------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon has granted HemCon Medical Technologies, Inc.,
interim authorization to use cash collateral of Bank of America,
N.A., as Administrative Agent, on an interim basis, or until
Oct. 7, 2012.

As reported by the Troubled Company Reporter on June 7, 2012, the
Debtor and its affiliates are borrowers under a $50 million
syndicated credit facility where BofA is the administrative agent.
The loan is secured by effectively all of the Debtor's personal
property.  As of the petition, HemCon owes the lenders $23 million
under the loan.  BofA noted that based on the Debtor's budget, the
Debtor had $1.24 million in cash on the petition date.

The Debtor will grant the bank a replacement security interest in
and lien upon all of Debtor's personal property, except the
deposit account where prepayments made and to be made by the
United States of America, Department of Defense, to the Debtor
pursuant to certain contracts are deposited.

All existing cash collateral and all post-petition receipts
(except prepayments or advances from the United States of America,
Department of Defense, that are deposited into the Defense
Department Deposit Account and Excluded Property) will be
deposited in a segregated Debtor-in-Possession cash collateral
account to be established at BofA.  The Debtor is authorized to
draw upon or transfer funds from the Cash Collateral Account to
its Debtor-In-Possession General Operating Account at BofA for
use.

To the extent the adequate protection provided to BofA in the form
of the security interests and liens granted proves to be
inadequate, BofA will be entitled to an administrative expense
claim.

A copy of the budget is available for free at http://is.gd/x4dt9e

                 About HemCon Medical Technologies

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

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

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

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

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


JASPERS ENTERPRISES: Plan Filing Period Extended to Sept. 12
------------------------------------------------------------
The Hon. Charles E. Rendlen, III of the U.S. Bankruptcy Court for
the Eastern District of Missouri extended, at the behest of
Jaspers Enterprises, Inc., the exclusivity period for filing a
Chapter 11 plan and explanatory disclosure statement until
Sept. 12, 2012.  The Court also extended the period for obtaining
acceptance of the plan until Nov. 11.

As reported by the Troubled Company Reporter on June 21, 2012, the
Debtor said that the extension is warranted given the number of
creditors holding secured and unsecured claims against the
Debtor's estate and the complex nature of the Debtor's operations.

                     About Jaspers Enterprises

Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition
(Bankr. E.D. Ms. Case No. 12-41073) in St. Louis, Missouri on
Feb. 13, 2012.  Jaspers Enterprises owns four Missouri hotels --
the Wingate in Maryland Heights plus the Days Inn property, the
Howard Johnson, and the Red Roof Inn, all located in Branson.  The
Wingate hotel in Maryland Heights is under receivership with Midas
Hospitality LLC as the receiver.  Maryland Heights, Missouri-based
Jaspers estimated assets of up to $50 million and debts of up to
$10 million.  It says that debts are primarily business debts.
The largest unsecured creditors are Days Inn Worldwide, which is
owed $361,760, and  Wingate Inns International Inc., owed $252,000
for a trade debt.

Judge Charles E. Rendlen III presides over the case.  Robert E.
Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason
LLC, serve as the Debtor's counsel.  The petition was signed by
Keith Jaspers, president.


JILL ACQUISITION: Moody's Reviews 'Caa1' CFR for Downgrade
----------------------------------------------------------
Moody's Investors Service placed Jill Acquisition LLC's ratings on
review for downgrade. LGD assessments are subject to change.

The following ratings were placed on review for possible
downgrade:

Jill Acquisition LLC

  Corporate Family Rating, place on Review for Downgrade, Caa1

  Probability of Default Rating, placed on Review for Downgrade,
  Caa1

JJ Lease Funding Corporation

  $115 million secured term loan, placed on Review for Downgrade,
  Caa1 (LGD 3, 44%)

Ratings Rationale

The review for downgrade reflects (a) the company has not provided
audited statements as of January 28, 2012 as required under its
loan agreements and (b) the company's execution of a forbearance
agreement with its lenders following certain technical defaults
under the loan agreements.

Moody's review for downgrade will focus on the company's ability
to obtain a permanent waiver and amendment under its loan
agreements, the terms and conditions of any amendment, as well as
the operating performance of the company. Should the company be
unable to make meaningful progress with its lenders, ratings could
be downgraded by more than one notch.

The principal methodology used in rating J Jill Acquisition 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.

Headquartered in Quincy, Massachusetts, J Jill Acquisition LLC is
a retailer of women's apparel, footwear and accessories though the
internet, catalogs and 225 retail stores. Annual revenues are
around $398 million.


JULE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Jule, Inc.
        1500 Polaris Parkway, #2062
        Columbus, OH 43240

Bankruptcy Case No.: 12-56187

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Susan L. Rhiel, Esq.
                  RHIEL & ASSOCIATES CO., L.P.A.
                  394 E. Town Street
                  Columbus, OH 43215
                  Tel: (614) 221-4670
                  Fax: (614) 232-9306
                  E-mail: pleadings@susanattorneys.com

Scheduled Assets: $303,165

Scheduled Liabilities: $1,281,640

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohsb12-56187.pdf

The petition was signed by Douglas Zaper, president.


JUNONIA LTD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Junonia, Ltd.
        1355 Mendota Heights Road, #290
        Mendota Heights, MN 55120

Bankruptcy Case No.: 12-34206

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Steven B. Nosek, Esq.
                  STEVEN NOSEK
                  2855 Anthony Ln S, Suite 201
                  St Anthony, MN 55418
                  Tel: (612) 335-9171
                  Fax: (612) 789-2109
                  E-mail: snosek@visi.com

Scheduled Assets: $1,680,660

Scheduled Liabilities: $2,186,832

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mnb12-34206.pdf

The petition was signed by Anne Kelly, president.


LAKELAND DEVELOPMENT: Has Access to Lender's Cash Thru Aug. 23
--------------------------------------------------------------
Lakeland Development Company sought and obtained permission from
the U.S. Bankruptcy Court to use cash collateral through Aug. 23,
2012, to pay expenses in accordance with a budget.

As adequate protection to lender 12345 Lakeland LLC, the Debtor
has agreed to provide the lender:

   a. verbal or telephonic status updates with regard to the
      contemplated transactions with Ridgeline and Western Realco
      not less frequently than once every two weeks commencing
      June 1, 2012;

   b. a written accounting of all expenses and receipts for the
      immediately previous two weeks;

   c. all reports and information specified in the prepetition
      agreements between the Debtor and 12345 Lakeland's
      predecessor-in-interest which are required to be provided;

   d. reasonable access to its books, records, and management
      personnel upon reasonable request during normal business
      hours;

   e. copies of the Debtor's monthly bank statements within three
      business days after receipt by the Debtor;

   f. copies of all public information related to the operations
      of the property, to Western Realco, and to Ridgeline;

   g. copies of all documents submitted to the United States
      Trustee;

   h. reasonable access to such  other information and documents
      as 12345 Lakeland may reasonably request relating to the
      Debtor's assets, liabilities, and operations pre-petition or
      post-petition.

The Court will hold another hearing that day, Aug. 23, at 2:00
p.m., to consider the Debtor's continued use of cash collateral.

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company
filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-25842)
in Los Angeles on May 4, 2012.  Judge Richard M. Neiter presides
over the case.  Lawrence M. Jacobson, Esq., at Glickfeld, Fields &
Jacobson LLP, and The Law Offices of Richard T. Baum, Esq., serve
as the Debtor's counsel.  Lakeland scheduled $48,333,485 in total
assets and $10,635,733 in total liabilities.  The petition was
signed by Michael Egner, chief financial officer.


LAKELAND DEVELOPMENT: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Lakeland Development Company LLC filed with the Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $38,000,000
  B. Personal Property           $10,333,485
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,992,166
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,400
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,641,167
                                 -----------      -----------
        TOTAL                    $48,333,485      $10,635,733

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

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

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company
filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-25842)
in Los Angeles on May 4, 2012.  Judge Richard M. Neiter presides
over the case.  Lawrence M. Jacobson, Esq., at Glickfeld, Fields &
Jacobson LLP, and The Law Offices of Richard T. Baum, Esq., serve
as the Debtor's counsel.  The petition was signed by Michael
Egner, chief financial officer.


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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Barclays Opposes Elliot Demand for Payment
-----------------------------------------------------------
Barclays Capital LLC opposes Elliott Management Corporation's
motion for initial creditor payment of $3.2 billion to the extent
Elliott Management requests the Bankruptcy Court to order James
Giddens, as trustee overseeing the liquidation of the remaining
assets of Lehman Brothers Inc., to liquidate any securities that
constitute 'Margin Assets' or '15c3 Assets' under a June 5, 2012,
Southern New York District Court Opinion or otherwise prejudices
the rights or claims of Barclays with respect to the $4.6 billion
of assets that the Trustee has reserved to satisfy claims by
Barclays associated with the September 2008 sale of LBI's
brokerage business to Barclays.

As reported in the July 6 edition of the TCR, Elliott Management
demanded that the trustee liquidating Lehman Brothers Holdings
Inc.'s brokerage make an initial payment of $3.2 billion to
creditors.  Elliott, a hedge fund client of the Lehman brokerage,
wants the biggest possible payout promptly after the trustee has
sold securities owned by the brokerage.  Shortly after Lehman
filed for bankruptcy protection, the trustee transferred 110,000
mostly retail Lehman accounts containing $90 billion in assets
largely to Barclays.  Elliott and other customers, however, "were
not fortunate enough to participate in that process," the hedge
fund said.

Goldman Sachs Investment Partners Master Fund, L.P., also filed
with the Court a formal objection to Elliott's Motion, but
subsequently withdrew it without prejudice.

Goldman earlier asserted that Elliott's Motion seeks to cast aside
the mandates of the Securities Protection Act in favor of a
straight liquidation in which postpetition gains and losses will
be apportioned among all customers, regardless of which securities
they held or whether they are cash customers, securities customers
or both.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Court OKs $56.9-Mil. Sale of Notes to Invicta
--------------------------------------------------------------
The U.S. Bankruptcy Court approved a repurchase agreement
governing the repurchase by Invicta Capital LLC of $65 million of
Invicta Subordinated Deferrable Interest Floating Rate Notes due
2036, Series B, held by Lehman Brothers Inc.  The Invicta Notes
will be sold to Invicta Capital for $56,875,000.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Objects to Bank of Commerce's $15.2-Mil. Claim
---------------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to disallow and expunge Claim No. 22898 filed by Bank
of Commerce.  The claim asserts that Bank of Commerce is owed a
sum of $15,178,972 by Lehman Brothers Asia Holdings Limited.

Claim No. 22898 appears to lodge a guarantee claim against Lehman
although the only reference to the company in the claim is the
written consent of the executive committee of the company's board
of directors, according to Lehman lawyer, Robert Lemons, Esq., at
Weil Gotshal & Manges LLP, in New York.

Mr. Lemons said the company has no liability on account of the
claim.  He argued the claim fails to allege or establish that
Bank of Commerce knew of and relied upon the written consent when
the bank entered into transactions with LBAH upon which the claim
is based.

A court hearing to consider the objection is scheduled for
August 23.  Objections are due by August 13.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Left With Limited Claims vs. JPMorgan
------------------------------------------------------
Lehman Brothers Holdings Inc. was left with only limited claims
to pursue against JPMorgan Chase Bank NA after a bankruptcy judge
denied its bid to revisit an April ruling that trimmed its
lawsuit against the bank.

U.S. Bankruptcy Judge James Peck rejected Lehman's motion for
reconsideration last week, saying he saw no reason to revisit his
earlier decision, according to a report by Law360.

Lehman filed the motion asking the bankruptcy judge to reconsider
his dismissal of some claims in an $8.6 billion lawsuit against
JPMorgan.  The motion was aimed at resurrecting claims related to
guarantees given to JPMorgan in August and September 2008, just
before bankruptcy.

In its motion, Lehman argued the dismissal was a mistake because
the guarantees themselves will be relied upon by JPMorgan to
assert unsecured claims if Lehman wins on the other claims that
weren't dismissed.  By throwing out the guarantees, JPMorgan
won't have any claim at all should Lehman win on other theories.

The reconsideration motion was filed after Judge Peck issued an
opinion on April 19, saying that Lehman cannot claim money from
JPMorgan for securities transactions governed by the U.S.
bankruptcy laws' safe harbors.

Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: LBI Sues Citigroup to Recover $1.3 Billion
-----------------------------------------------------------
James Giddens, the trustee for Lehman Brothers Inc.'s liquidation
proceeding under the U.S. Securities Investor Protection Act of
1970, commenced an adversary proceeding against Citibank, N.A.,
Citigroup, Inc. and various of their affiliates to recover more
than $1.3 billion in cash and other assets of LBI held by them.

The Trustee seeks the return of a $1 billion deposit LBI made in
its last week of operations in connection with a settlement
service provided by Citibank, namely the settlement of payments
for foreign exchange transactions through the Continuous Linked
Settlement (CLS) system.  In addition, claims are asserted to
recover approximately $300 million in payables and deposits in
LBI accounts at various Citibank locations around the world and
under a buyer's demand note relating to an asset purchase
agreement going back to the 1990's.  A number of the Trustee's
claims raise complex issues regarding the scope of the Bankruptcy
Code safe-harbor provisions and so-called triangular setoffs.

In response to the complaint, Citibank asks the Court to dismiss
the Complaint argues that it has established that the safe
harbors protect its $1 billion setoff and that 17 counts of the
Complaint fail as a matter of law.

Citibank points out that the CLS Agreement and its accompanying
letter agreements are "swap agreements" insulated by the safe
harbors.  Citibank asserts that these agreements, which govern
the terms under which Citibank would assume responsibility as a
principal for the settlement of LBI's FX trades in CLS, provide
for a reimbursement obligation to secure LBI's repayment
obligation to Citibank.

The LBI Trustee is represented by its special counsel, Menaker &
Herrmann LLP.  Citibank is represented by Paul, Weiss, Rifkind,
Wharton & Garrison LLP.

The case is Lehman Brothers Inc. v. Citibank, N.A., Citigroup
Inc., Citigroup Global Markets, Inc., Citibank Japan Ltd.,
Citibank Europe PLC, Citibank International PLC, Citigroup Pty
Limited, Banco de Chile, Banco Nacional de Mexico SA, Citibank
del Peru SA, Bank Handlowy, ZAO KB Citibank, Citibank AS,
Citibank Maghreb and Citibank Affiliates 1-5 (Adv. Proc. No. 11-
01681).

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LINWOOD FURNITURE: Likely to Find New Owner After Court Okays Sale
------------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that the chances
of Linwood Furniture LLC getting a new owner have increased after
a U.S. bankruptcy judge's approval of an Aug. 9 auction of the
company.

According to the report, the auction will take place at 10 a.m.
in the Chapel Hill law office of Northen Blue LLP.  If a bid is
accepted, the judge would hold a hearing at 2 p.m. Aug. 13 in the
Winston-Salem courthouse of the Middle District of North Carolina.

The report notes the judge approved a minimum qualifying bid of
$2.57 million unless bidders can negotiate a lower offer with
Linwood's largest secured creditor, D&S Legacy Vision LLC, which
is owed $2.65 million.

According to the report, Linwood said in a July 11 filing that the
auction would produce a "fair and reasonable" bid that could
exceed $3 million.  However, if the asset sale can't be completed,
the company warned it would be forced to shut down.

The report adds Jeff Schwall, president and CEO of Linwood, said
he is aware of four groups "with serious interest" in buying
the company to maintain it as a manufacturer.  That includes an
existing investor group and a Chinese manufacturer and distributor
that have been negotiating to sell Linwood products in China.

The judge is allowing Mr. Schwall to solicit other potential
bidders, including manufacturers, before the Aug. 6 deadline for
qualifying for the auction, according to the report.

The report notes the main reason for the auction is that Linwood's
access to investor capital is drying up.  The company said in a
filing that it expects to run out of operational money in August.
Its struggles have been compounded by delays in receiving
materials, which have led to delays in completing a large backlog
of orders.

Based in Linwood, North Carolina, Linwood Furniture LLC
manufactures furniture for Bob Timberlake collections and others.
The Company filed for Chapter 11 protection on March 5, 2012
(Bankr. M.D. N.C. Case No. 12-50319).  Judge Catharine R. Aron
presides over the case.  John Paul H. Cournoyer, Esq., and John A.
Northen, Esq., at Northen Blue LLP, represent the Debtor.  The
Debtor disclosed assets of $3,655,896, and liabilities of
$6,894,292.


MARITIME COMMUNICATIONS: Can Borrow Additional $200,000 From SCF
----------------------------------------------------------------
Maritime Communications/Land Mobile, LLC, sought and obtained
approval from the Hon. David W. Houston, III, of the U.S.
Bankruptcy Court for the Northern District of Mississippi to
borrow an additional $200,000 from Southeastern Commercial
Finance, LLC, in order to continue funding its operations.

The budget contemplated within the first and second financing
motions and remains intact and unaltered and will continue in the
Debtor's operations as typical, recurring costs and expenses of
operations.

Repayment of the $200,000 loan won't take priority over the
payment of the U.S. Trustee quarterly fees.

As reported by the Troubled Company Reporter on Jan. 30, 2012, the
Debtor won final approval from the Court to borrow up to $100,000
from Southeastern Commercial.  The $100,000 Loan is the Debtor's
Second DIP Loan as it previously sought court approval to access a
$150,000 loan from SCF in August 2011.  The Court entered the
Second DIP Loan Final Order on Jan. 11, 2012.  In exchange for the
Second DIP Loan, the Debtor agrees to entitle SCF to a perfected
first priority lien in its assets.

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  In its schedules,
the Debtor disclosed $47,649,673 in assets, and $31,252,752 in
liabilities as of the petition date.

The United States Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.


MARITIME COMMUNICATIONS: Taps Dennis Brown as Special FCC Counsel
-----------------------------------------------------------------
Maritime Communications/Land Mobile, LLC, seeks permission from
the U.S. Bankruptcy Court for the Northern District of Mississippi
to employ Dennis C. Brown, who has an office in Manassass,
Virginia, as its special FCC counsel, nunc pro tunc, effective
Aug. 4, 2012.

Mr. Brown will represent the Debtor in any regulatory issues and
efforts involving the FCC licenses in which the Debtor may have an
interest and in any ensuing litigation.  Mr. Brown will not be
replacing the Debtor's special counsel Robert J. Keller, but will
be in addition to Mr. Keller.  While Mr. Keller's representation
is primarily directed toward an FCC hearing involving the Debtor,
Mr. Brown's representation has been and will be primarily directed
toward licensing matters before the FCC.  Mr. Brown will be paid
$350 per hour for his services.

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

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  In its schedules,
the Debtor disclosed $47,649,673 in assets, and $31,252,752 in
liabilities as of the petition date.

The United States Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.


McJUNKIN RED: S&P Raises Corp. Credit Rating to 'B+' on Lower Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based McJunkin Red Man Corp. to 'B+' from 'B.'
The rating outlook is stable.

"We are raising the issue-level rating on the senior secured notes
to 'B' from 'B-'. The recovery rating remains a '5', indicating
our expectation of a modest recovery (10% to 30%) under our
default scenario," S&P said.

"At the same time, we removed the ratings from CreditWatch, where
we placed them with positive implications on April 12, 2012," S&P
said

"The upgrade reflects our view that McJunkin's credit metrics are
more in line with a higher rating after it paid down about $334
million in debt with proceeds from the IPO of its parent company,
MRC Global Inc. (not rated)," said Standard & Poor's credit
analyst Gayle Bowerman. "The upgrade also conveys our perspective
that the company's operating performance should continue to
improve as tweaks to product mix and attentive inventory
management propel gradual margin expansions. We continue to assess
the company's business risk profile as 'weak' and the financial
risk profile as 'aggressive.' The business risk profile balances
MRC's large scale, scope, and diversity against its position in
the highly fragmented, competitive distribution industry, which
characteristically exhibits low margins, as well as its dependence
on energy-based end markets that are volatile and require the
company to hold large amounts of inventory. The aggressive
financial risk profile takes into account the company's lighter
debt load and our 'strong' liquidity assessment, which was a key
factor in our upgrade, but also considers its substantial working
capital needs and that the company's private equity holders still
retain a significant ownership stake following the public
offering," S&P said.

"Our baseline scenario anticipates that demand for steel products
from the domestic energy sector will remain relatively favorable
over the next 12 to 18 months despite weaker prospects for the
global steel industry overall as a result of oversupply pressures
and slowing economic growth worldwide. We expect EBITDA margins
should continue to slowly expand to about 6.5% in 2012 as
improving inventory management techniques, a more profitable
product mix, and lower selling, general, and administrative
expenses contribute to higher 2012 EBITDA of $340 million to $350
million on a last in, first out (LIFO)-adjusted basis. In 2013, we
anticipate that EBITDA could reach $400 million as recent
acquisitions and new contracts increase earnings," S&P said.

"Our performance projections incorporate our view that positive
overall demand in the company's energy-based end markets will
support earnings growth, despite fluctuations within the upstream,
midstream, and downstream industry sectors. Also contributing to
our expectations for improving earnings are the company's strong,
long-term customer relationships with major oil and gas companies.
These relationships provide comparatively stable maintenance,
repair, and overhaul business and the opportunity for
international growth, as McJunkin's recent agreement with Shell to
expand its domestic valve distribution services internationally
demonstrates. In addition, McJunkin has also been repositioning
its product mix to emphasize higher margin valves, fittings, and
flanges over tubular goods; reduced overhead spending; and refined
working capital management since it was caught holding significant
inventory during the financial crisis," S&P said.

"We anticipate that total debt, including adjustments for
operating leases and pensions, will approximate $1.3 billion by
the end of 2012. We expect leverage metrics to be about 3.8x by
year end, compared with 5.8x at the end of 2011. We project funds
from operations (FFO) to total debt to be about 15% versus 11%
over the same periods. In 2013, we anticipate that the company
will continue its focus on deleveraging and that leverage levels
could approach 3x with FFO to debt nearing 20%. Although we view
these metrics as good for the aggressive financial profile, we
also take into consideration the high levels of private equity
ownership and the company's acquisition-driven growth strategy,"
S&P said.

"Our stable outlook for McJunkin expresses our perspective that
lower debt and better margins will result in earnings and credit
metrics in line with the 'B+' rating, with leverage being
maintained below 4x and FFO to debt of about 15%. Our outlook
incorporates our expectation that the company will be able to
withstand steel price fluctuations and some volatility with its
end markets," S&P said.

"We would lower the rating if McJunkin's leverage deteriorated and
remained above 5x for a sustained period. This could occur if debt
increased to pay shareholder rewards or finance an acquisition, if
the company's margins contracted because of greater-than-expected
steel price instability, or if decline in the company's end
markets triggered a major slowdown in demand," S&P said.

"An upgrade is unlikely in the near term given the level of
private equity ownership and the company's dependency on the North
American energy markets, which can be volatile. However, an
upgrade could occur if, with a higher proportion of public
ownership, the company were able to maintain its margins while
achieving greater geographic diversity," S&P said.


MFC EQUITY: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: MFC Equity II, LLC
        560 North VInton
        Anthony, TX 79821

Bankruptcy Case No.: 12-31355

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Corey W. Haugland, Esq.
                  JAMES & HAUGLAND, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: (915) 532-3911
                  E-mail: chaugland@jghpc.com

Scheduled Assets: $4,907,260

Scheduled Liabilities: $4,358,963

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-31355.pdf

The petition was signed by Frank Ricci, secretary.


MIDWEST GAMING: Ratings Not Impacted by Revolver, Says Moody's
--------------------------------------------------------------
Moody's Investors Service says Midwest Gaming Borrower, LLC's
ratings are not impacted by the company's disclosure that it has
entered into a new $20 million first lien senior secured revolving
credit facility. Midwest currently has a B2 corporate family
rating and a B2 rating on its $175 million second lien notes due
2016. Moody's notes that the company's previous senior secured
credit facilities including the $10 million undrawn revolver were
terminated as a condition precedent to the new credit facility.

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

Midwest Gaming Borrower, LLC. owns and operates Rivers Casino
located in Des Plaines, Illinois. Rivers Casino, a $408 million
casino project, opened to the public in July 2011.


MILLER INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Miller Investment Associates, LLP
        P.O. Box 1492
        Tacoma, WA 98401

Bankruptcy Case No.: 12-45043

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Andrew J. Liese, Esq.
                  CAIRNCROSS & HEMPELMANN PS
                  524 2nd Ave., Suite 500
                  Seattle, WA 98104
                  Tel: (206) 254-4473
                  E-mail: aliese@cairncross.com

Scheduled Assets: $2,682,661

Scheduled Liabilities: $3,389,996

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-45043.pdf

The petition was signed by Kathryn A. Ellis, Chapter 7 trustee for
estate of Donald G. Arsenault.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Donald G. Arsenault                    11-44045    __/__/2011


MONEY TREE: Chapter 11 Trustee Can Employ Renova as Broker
----------------------------------------------------------
The Bankruptcy Court authorized S. Gregory Hays, the Chapter 11
Trustee in the Small Loans Inc., et al. bankruptcy case, to retain
Renova Partners, LLC, as broker, effective May 7, 2012.

The Chapter 11 Trustee will retain Renova Partners as broker with
regard to the prosecution of the Debtors' Chapter 11 cases and all
related matters, including the orderly liquidation of the Debtors'
assets in order to maximize the return to creditors.

Renova Partners will:

    a. assist the Trustee in consideration of various assets sales
       alternatives, including an assessment of potential
       purchasers of the assets;

    b. identify and contact potential purchasers who may be
       interested in making a bid for the assets;

    c. assist in the introduction to potential purchasers and
       facilitate due diligence of the operations in connection
       with their evaluation of the offered assets;

    d. circulate appropriate bids to qualified parties who may be
       interested in expressing additional bids through a
       bankruptcy auction process and procedures concerning the
       sale transactions; and

    e. manage the auction process and assist the Trustee in
       closing any and all auction transactions.

The Chapter 11 Trustee will enter into an agreement with Renova
Partners whereby the firm will be paid a success fee equal to 1.5%
of the gross price paid for all assets sold on behalf of the
Trustee.  At the same time, Renova Partners will charge monthly
work fees to the Trustee in the amount of $16,667 per month up to
an aggregate amount of at least $100,000.  The Success Fee will
only be paid after first crediting the amount of the Minimum Fee
paid to the firm.  Renova Partners won't be paid both the Minimum
Fee and the Success Fee, but will instead receive either the
$100,000 Minimum Fee or the Success Fee, whichever is larger.

To the best of the Chapter 11 Trustee's knowledge, Renova Partners
is a "disinterested person" as that term is defined Section
101(14) of the Bankruptcy Code.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be cancelled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.


MONEY TREE: Chapter 11 Trustee Can Employ Christian & Small
-----------------------------------------------------------
The Bankruptcy Court authorized S. Gregory Hays, the Chapter 11
bankruptcy trustee appointed in the case of Small Loans Inc., to
retain Christian & Small, LLP, as his counsel effective May 1,
2012.

The professional services that Christian & Small will render to
the Chapter 11 Trustee may include, but will not be limited to:

    (i) advise the Trustee with respect to the Trustee's powers
        and duties as a chapter 11 trustee in the continued
        management and operation of the Debtors' business and
        properties;

   (ii) attend meetings and negotiate with representatives of
        creditors and other parties in interest;

  (iii) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of causes of
        action owned by the Debtors, the defense of any action
        commenced against the Debtors, and objections to claims
        filed against the estates;

   (iv) prepare on behalf of the Trustee all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estates;

    (v) negotiate and prepare on the Trustee's behalf any plans of
        reorganization, disclosure statements, and all related
        agreements and/or documents, and take any necessary action
        on behalf of the Trustee to obtain confirmation of plans;

   (vi) advise the Trustee in connection with any potential sale
        of assets;

  (vii) appear before this Court and any appellate courts, and
        protect the interests of the Debtors' estates before such
        Courts;

(viii) advise the Trustee regarding the maximization of value of
        the estates for their creditors; and

   (ix) perform all other necessary legal services and provide all
        other necessary legal advice to the Trustee in connection
        with these chapter 11 cases.

The Firm will request compensation on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges the
Firm incurs.  Christian & Small will charge hourly rates to the
Trustee that are consistent with the rates charged by Christian &
Small in bankruptcy and nonbankruptcy matters of this type.  These
rates are:

         Senior Partners           $360/hour
         Junior Partners           $325/hour
         Associates                $250/hour
         Paralegals                $110/hour

Daniel D. Sparks, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be cancelled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.


MONEY TREE: Chapter 11 Trustee Can Hire Hays Fin'l as Accountant
----------------------------------------------------------------
The Bankruptcy Court authorized S. Gregory Hays, the Chapter 11
bankruptcy trustee appointed for Small Loans, Inc., to retain Hays
Financial Consulting, LLC, as accountants effective May 1, 2012.

The Chapter 11 expects Hays Consulting:

    (a) to advise and assist the Trustee and his attorneys in
        connection with an investigation of the affairs of the
        Debtors;

    (b) to advise and assist the Trustee and his attorneys with
        the accounting and operational issues in connection with
        on-going business operations;

    (c) to advise and assist the Trustee and other professionals
        employed by the Trustee with regard to the preparation and
        filing of any and all tax returns which may be required;

    (d) to provide support and assistance with regard to the
        proper receipt, disbursement and accounting for funds and
        other property of the estate;

    (e) to review, analyze and report to the Trustee and his
        legal counsel with regard to any financial reports;
        information or data concerning the administration of this
        case; the liquidation of assets; the collection of
        accounts receivable owed to the Debtors; and the
        enforcement and collection of any claims, including,
        without limitation, claims for preferences, fraudulent
        conveyances, and other transfers avoidable under the
        Bankruptcy Code, improper disposal of assets, and other
        claims of recovery granted to the Debtors' estates;

    (f) to provide assistance and advice with regard to the
        preservation, maintenance, and management of assets of the
        Debtors, and the advantageous disposition of any assets of
        the Debtors;

    (g) to perform any other services that may be required as
        accountants for the Trustee to assist his attorneys in
        the performance of the Trustee's duties and exercise of
        the Trustee's rights and powers under the Bankruptcy Code.

The standard hourly rates of the firm's professionals are:

         Managing Director                     $300-$360
         Director                              $200-$300
         Manager                               $150-$225
         Associates/Senior Associates          $125-$175

S. Gregory Hays assures the Court the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Money Tree

Bainbridge, Georgia-based The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree (TMT) (estimated total: $586,676) were to receive 95%
of their Allowed Claim.  Meanwhile, Holders of General Unsecured
Claims of The Money Tree of Georgia (TMG) (estimated total:
$680,000); General Unsecured Claims of The Money Tree of Louisiana
(TML) (estimated total: $358,000); General Unsecured Claims of The
Money Tree of Florida (TMF) (estimated total: $73,000); and
General Unsecured Claims of Small Loans (estimated total:
$229,000) will each receive 25% of their Allowed Claim.

The Plan proposes to create a Liquidating Trust, of which
$15,200,000 will be for the benefit of Holders of TMT Subordinated
Debt (estimated total: $71,331,673) and TMG Subordinated Debt
(estimated total: $22,398,010).  About 90% of the funds will flow
to Holders of TMT Subordinated Debt and the Debtors estimate the
total payment over 10 years will equal roughly 19% recovery for
this class.  The remaining 10% will flow to Holders of TMG
Subordinated Debt.  The Debtors estimate the total payment over 10
years will equal 6.8% recovery for this class.

The Equity Interests in the Debtors will be cancelled.

The Plan does not affect, and will not result in the consolidation
and liquidation of, entities wholly owned by the Debtors,
including, without limitation, Best Buy Autos of Bainbridge Inc.,
The Money Tree/Vanmart, Inc., Buyer's Choice Motor Company,
Buyer's Choice Finance Company, and Money to Lend, Inc.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.


NASHVILLE BILTMORE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Nashville Biltmore, L.P.
        6517 Village Springs
        Plano, TX 75024

Bankruptcy Case No.: 12-41933

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane
                  Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Tim Barton, managing member of JMJ
Biltmore, LLC, general partner.


NATIONAL LITHO: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports National
Litho LLC has filed for Chapter 11 bankruptcy and is planning to
sell itself in bankruptcy.  The company said it is talking with
several large printing companies that are possible buyers.

The report, citing court documents, says National Litho has debt
of nearly $10 million and assets of $8.38 million.  It employs
about 100 employees.

The report relates bankruptcy attorney Luis Salazar, Esq., said
the company is talking with its major lender, General Electric
Capital Corp., employees and creditors about restructuring its
debt.  Mr. Salazar, of Miami-based Salazar Jackson, declined to
identify bidders or suitors for the company, according to the
report.

According to the report, the company said it plans to continue
accepting orders and delivering products and services on a timely
basis while in bankruptcy.  CEO Carlos A. Valdes said in a
statement the company hopes to emerge stronger than ever.

National Litho specializes in web-to-print custom applications,
multicolor sheet fed, web printing and binding, and point-of-sale
premium products.

According to the report, two affiliated companies, National
Communications LLC and SCP Graphics LLC, have not filed for
bankruptcy and continue to operate normally.  National Litho, a
subsidiary of National Communications, is one of the largest
Hispanic-owned companies in the U.S.

The report notes National Litho has also engaged a turnaround
firm, Philadelphia-based Brownstein Corp., as financial adviser.

The report adds National Litho owes these companies: Perez Trading
Co., Miami, $237,099; Sea World, Orlando, $251,262; Southern
Paper, Miami, $206,013; Miami Quality, Miami, $68,760; Fastkit,
Doral, $132,883; Transportation Management Solutions, Pembroke
Pines, $83,413; Case Paper Co., Miami, $121,127; and Alliance
Converting, Miami, $173,195.


NEOGENIX ONCOLOGY: Files Chapter 11 to Sell to Shareholders' Group
------------------------------------------------------------------
Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

As the company is still in the clinical stage of growth, none of
Neogenix's products have reached the stage of commercialization
and Neogenix has not generated any revenue from its operations

At December 31, 2011 and 2010, Neogenix had a net operating loss
carryforward of approximately $49,353,000 and $38,405,000,
respectively, for federal income tax purposes.

                            SEC Inquiry

Philip M. Arlen, president and CEO, explains that historically,
Neogenix has relied on investments in its stock and grants to fund
its research, development, clinical trials and operations.  Based
on the strategy implemented under the direction of prior
management and the advice of the company's prior counsel and
outside advisors, however, Neogenix for years engaged in the
practice of paying finder fees to unlicensed brokers in connection
with the sale of its stock.  Because of this practice, Neogenix
has an estimated multi-million dollar contingent liability under
the laws of various states for potential rescission liability to
shareholders who purchased their shares through unlicensed,
compensated finders and the Securities and Exchange Commission has
initiated an inquiry into this practice.  Further, Neogenix
currently has a large number of existing stock options that, if
exercised, would be highly dilutive to both the current and future
shareholders.  As a result, the company has been unable to raise
sufficient equity capital to ensure long term-viability.

In light of the continued deterioration of its cash position and
the lack of realistic options for further investment, the Debtor's
board of directors, in the exercise of its reasonable business
judgment after considerable deliberation, ultimately determined
that the most effective way to maximize the value of the Debtor's
assets was to seek bankruptcy protection, in order to sell the
Debtor's business and assets through a sale pursuant to Section
363 of the Bankruptcy Code to Precision Biologics, subject to
higher and better bids.

                         Sale to Precision

Precision Biologics is an entity formed specifically for the
purpose of purchasing the Debtor's assets and is owned and managed
by various current Neogenix shareholders and a former member of
the board of directors of Neogenix.  Precision acted as Neogenix's
pre-petition lender to provide $640,700 financing to bridge the
company to the filing of the case.  Precision will also act as DIP
lender, agreeing to provide $3.235 million of DIP financing.

Mr. Arlen said in a court filing, "Although Neogenix has received
communications from other shareholders regarding potential
financing and Neogenix's management and professionals have had a
number of substantive conversations with such shareholders and/or
their representatives, none have made a sufficiently solid
proposal to permit the Board to accept."

In the event that there are other potential acquirers for its
business, Neogenix intends to conduct an auction under section 363
of the Bankruptcy Code.  Precision will serve as stalking horse
bidder at the auction.

Precision Biologics has offered to purchase the Debtor's assets
for a combination of (i) cash, (ii) stock to ultimately be
distributed to current Neogenix shareholders on a pro rata basis,
and (iii) a rights offering to current Neogenix shareholders on a
pro rata basis.  The stalking horse bid is thus comprised of (a)
$3,185,000 of cash to fund (1) the Debtor's business operations
through the closing of the Sale and (2) the bankruptcy process
until the bankruptcy process is completed, (b) 5 million shares of
Precision Biologics stock (which represents approximately 25%, but
not less than 20%, of Precision Biologics total equity), and (3)
rights to purchase an additional 5 million shares of Precision
Biologics stock at $1.50 per share.

The sale, according to Mr. Arlen, will allow the post-sale company
to focus on developing the vital therapeutics and diagnostics
without being burdened by the SEC Inquiry, the contingent
rescission liability or the highly dilutive stock option overhang,
and provide a revitalized capital structure attractive to new
stockholders and investors.

                         Liquidating Plan

After the closing of the sale, the Debtor intends to seek
confirmation of a liquidating plan, which would put in place a
liquidating trust to satisfy all allowed claims against the Debtor
in full and to distribute the 5 million shares of stock in
Precision Biologics to current Neogenix shareholders on a pro rata
basis. In addition, pursuant to the terms of the Plan, the
liquidating trust would also have the right to pursue certain
causes of action against various third parties for claims
resulting from the role of those third parties in any actionable
conduct resulting in harm to Neogenix.

Through this process, after consummation of the Sale and
confirmation of the Plan, the Debtor hopes to achieve its ultimate
goal of satisfying all allowed administrative, priority and
unsecured claims in full and maximizing the value of the Debtor's
assets for the benefit of its shareholders.

                         First Day Motions

Concurrently with or shortly after the filing of the voluntary
petition, the Debtor filed a number of first day motions,
including requests to maintain its bank accounts, pay employee
obligations, honor obligations related to its clinical trials, and
obtain DIP financing.

Thomas J. Catliota will convene a hearing to consider approval of
the first day motions on July 26 at 3:00 p.m.

The first meeting of creditors under 11 U.S.C. Sec. 341(a) will be
held Aug. 20, 2012 at 9:00 a.m.

The Debtor estimated up to $50 million in assets and up to $10
million in liabilities.  In an exhibit to the petition, the
company disclosed that it has $10.69 million in assets and
$640,600 in prepetition secured debt to Precision.  The Debtor
said it has has very few, if any, unsecured creditors and its
secured creditor is supporting the sale and Chapter 11 process.

The Debtor has tapped (i) Greenberg Traurig LLP as general
bankruptcy counsel, (ii) Pipper Jaffray & Co as financial advisor
and investment banker, and (iii) Kurtzman Carson Consultants LLC
as claims agent.


NEXEN INC: Moody's Reviews 'Ba1' Subordinated Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed Nexen Inc.'s Baa3 senior
unsecured rating and Ba1 subordinated rating on review for
upgrade. Nexen's outlook was negative.

The review follows the July 23, 2012 announcements by Nexen Inc.
and CNOOC Limited (CNOOC) that they have entered into a definitive
agreement under which CNOOC Canada Holding Ltd., a wholly owned
subsidiary of CNOOC Limited, will acquire all of the outstanding
shares of Nexen Inc. for $15.1 billion in cash and the assumption
of Nexen's balance sheet debt of $4.3 billion. The proposed
transaction has been approved by the Boards of Directors of both
CNOOC and Nexen and is subject to Nexen shareholder approval,
government and regulatory approval, and other usual closing
conditions.

"If the transaction closes as outlined the existing rated debt of
Nexen will be upgraded. The extent of the upgrade will depend upon
the level of support provided by Aa3-rated CNOOC," said Terry
Marshall, Moody's Senior Vice President. "Nexen's outlook prior to
this transaction was negative. The change to a review for upgrade
solely reflects the announced acquisition by CNOOC. If the
transaction does not close, Nexen's rating and outlook will
reflect its then credit profile and strategic direction."

On Review for Possible Upgrade:

  Issuer: Nexen Inc.

    Multiple Seniority Shelf, Placed on Review for Possible
    Upgrade, currently a range of (P)Ba1 to (P)Baa3

    Multiple Seniority Shelf, Placed on Review for Possible
    Upgrade, currently a range of (P)Ba1 to (P)Baa3

    Subordinate Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Ba1

    Senior Unsecured Regular Bond/Debenture, Placed on Review for
    Possible Upgrade, currently Baa3

    Senior Unsecured Shelf, Placed on Review for Possible
    Upgrade, currently (P)Baa3

    Senior Unsecured Shelf, Placed on Review for Possible
    Upgrade, currently (P)Baa3

Outlook Actions:

  Issuer: Nexen Inc.

    Outlook, Changed To Rating Under Review From Negative

Ratings Rationale

Moody's review of Nexen's ratings will focus on whether CNOOC will
guarantee or legally assume Nexen's debt and, if not, the imputed
support and ratings uplift attributable to ownership by CNOOC and
the strategic nature of its investment in Nexen. Even without a
guarantee or legal assumption, Moody's would expect Nexen's debt
to be rated higher than its current ratings, but well below
CNOOC's rating. If Nexen's debt is not guaranteed or legally
assumed, Moody's will consider the level of financial disclosure
available to determine whether a rating can be maintained on Nexen
following the acquisition.

Nexen's Baa3 senior unsecured rating reflects its ability to
generate strong cash margins given its oil-weighted product mix,
its production platform of about 200,000 boe/d, and the value of
its ownership positions in the Syncrude (7.23%) mining and
upgrading operation and Gulf of Mexico oil discoveries, burgeoning
Usan oil production in Nigeria and its Horn River, British
Columbia shale gas operations. Nexen also benefits from a
significant portion of its production being tied to Brent crude
based pricing. However, the rating also considers Nexen's
operating challenges and high leverage on both production and
reserves for the Baa3 rating. Nexen's production platform is
concentrated, with the difficult operating environment of the
North Sea and the underperforming Long Lake steam assisted gravity
drainage (SAGD) operation accounting for approximately 50% of 2011
production, leaving the company's cash flow susceptible to non-
price based variations.

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

Nexen Inc. is a Calgary, Alberta based oil & gas exploration and
production company, which had 900 million barrels of oil
equivalent net proved reserves (92% oil; 48% developed) at
December 31, 2011 and net production of 207,000 barrels of oil
equivalent per day in the second quarter ended June 30, 2012.


NEXSTAR BROADCASTING: Station Deals No Impact on Moody's B3 CFR
---------------------------------------------------------------
Nexstar Broadcasting, Inc. (Nexstar, B3 positive) announced
definitive agreements to acquire twelve television stations in
eight markets from entities controlled by privately-held Newport
Television, LLC, for $285.5 million. Despite the modest increase
in leverage, estimated at about 0.5 times debt-to-EBITDA, the
transaction does not impact Nexstar's B3 corporate family rating
or positive outlook, because Moody's believes the company could
achieve the credit profile necessary for a B2 corporate family
rating.

Ratings Rationale

Nexstar expects to fund the acquisition with a new first lien
credit facility, consisting of a $570 million term loan and a $75
million revolver. Proceeds of the new facility will also go
towards the redemption of all outstanding Senior Subordinated
Notes due January 2014 (approximately $112.6 million outstanding)
and to refinance the existing first lien credit facility
(approximately $167.4 million outstanding).

Moody's expects the transaction to result in a modest increase
(about 0.5 times debt-to-EBITDA) in leverage given incremental
debt taken on to fund the acquisition. However, it also expands
the scale of the company, addresses near term maturities, and
eliminates the uncertainty over the strategic alternatives
process. Also, Moody's expects Nexstar's EBITDA and free cash flow
to grow in the second half of 2012 as the company benefits from
political advertising, improving credit metrics prior to the
transaction close. Moody's believes Nexstar could achieve the
triggers laid out for an upgrade to a B2 CFR incorporating the
proposed transaction, specifically, leverage sustained below 6
times debt-to-EBITDA on a two year average basis, sustained
positive free cash flow-to-debt in the mid to high single digit
percent range, and continued modest growth in core advertising
revenue. As such, Moody's did not change the positive outlook.
Nexstar reported Moody's adjusted leverage of 5.8 times debt-to-
EBITDA on a two year average basis as of March 31, 2012, though
this leverage would be slightly lower incorporating a full year of
station acquisitions in July and December 2011.

The new credit agreement also provides flexibility for share
repurchases and dividends, and Moody's will evaluate the likely
fiscal strategy based on the new capital structure and the
conclusion of the strategic alternatives process. The company has
historically directed free cash flow to debt reduction and
acquisitions, so a deviation from this strategy could impede
positive ratings momentum.

In addition to greater scale and diversity, benefits of the
acquisition include likely revenue synergies from retransmission
contracts and cost savings from duplicate corporate functions,
which Moody's considers achievable quickly and at modest cost.

The principal methodology used in rating Nexstar Broadcasting was
the Global Broadcast and Advertising Related Industries
Methodology published in May 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 55 television stations and 11
related digital multicast signals reaching 32 markets or
approximately 9.3% of U.S. television households. Its revenue for
the twelve months ended March 31, 2012, was approximately $320
million.


NIFTUS LLC: Sec. 341 Creditors' Meeting Set for Aug. 3
------------------------------------------------------
The U.S. Trustee for Region 4 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Niftus LLC
on Aug. 3, 2012, at 10:00 a.m. at cr mtg, ABG, US Courthouse and
Federal Building, 180 W. Main St., Abingdon, Virginia.

The deadline to file a complaint to determine dischargeability of
certain debts is Oct. 2, 2012.

                           About Niftus

Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D.
Va. Case No. 12-71123) on June 11 in Roanoke, Virginia.  Niftus,
a management consulting services provider from Bluefield,
Virginia, estimated assets of up to $50 million and debts of less
than $10 million.  Chief Judge William F. Stone Jr. oversees the
case.  Copeland & Bieger, P.C., serves as the Debtor's counsel.


NRG ENERGY: Moody's Affirms 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of NRG
Energy, Inc. (NRG: Ba3 Corporate Family Rating) and of GenOn
Energy, Inc., (GEN: B2 Corporate Family Rating) along with the
debt instrument ratings at GEN subsidiaries, including GenOn
Americas Generation, LLC (GENAG, B3 Senior Unsecured), GenOn Mid-
Atlantic, LLC (GENMA, Ba1 Senior Secured) and GenOn REMA, LLC
(GREMA, B1 Senior Secured) following the announcement of a stock
for stock merger between NRG and GEN. Concurrent with this rating
action, Moody's revised the outlook for GEN to positive from
negative and revised the outlooks for GENAG, GENMA and GREMA to
stable from negative, while maintaining the negative outlook for
NRG.

"Under the proposed transaction, NRG would expand its geographic
diversity and acquire 22 GW of capacity with an expectation that
it could achieve yearly savings of $300 million, about twice GEN's
recent operating profit" said A.J. Sabatelle, SVP, the lead
analyst for NRG. "However, we are maintaining a negative outlook
as the challenging macro environment for unregulated power
companies continues to compress NRG's margins and weaken sustained
cash flows. In addition, the transaction would add about $5
billion of debt, including lease debt, to the NRG family. Since
many of the merger details will take months to finalize, we are
maintaining our negative outlook on NRG until more definitive
information is available, which we expect would be at or around
the time that a shareholder vote is solicited."

"The positive rating outlook at GEN factors in our belief that
post-merger, GEN would be part of a larger, somewhat stronger
family, which should help to fund the negative free cash flow
anticipated at GEN," said Bill Hunter, VP, the lead analyst for
GEN. "However, GEN, combined with its subsidiaries, will be an
excluded project subsidiary of NRG. As a result, we are revising
GEN's outlook to positive based on a known reduction of GEN level
debt post-merger, while revising the outlook of GENAG, GENMA and
GREMA, which do not benefit from any change of control
protections, to stable. Once merger approvals are obtained and the
definitive structure, including the amount of the debt prepayment,
are known, we should have a better vantage from which to assess
the various entities of the NRG-GEN family, which could lead to
subsequent rating actions."

Under the terms of the merger agreement, holders of GEN common
stock would receive 0.1216 shares of NRG for each share of GEN,
with GEN equity holders expected to own approximately 29% of NRG.
From an organization perspective, GEN, upon closing, would become
an excluded project finance subsidiary operating under a shared
services agreement. For purposes of certain NRG debt agreements,
this means that GEN and its subsidiaries will neither be
guarantors of NRG debt nor not benefit from a guarantee by NRG. In
addition, the GEN family debt will be excluded from some NRG
covenant tests (as would any disposition of GEN's assets), and
there will be no cross-default between the GEN family debt and
NRG's debt.

Approximately $1 billion of consolidated debt is expected to be
prepaid with cash on hand at or near closing, including GEN's
senior secured term loan (approximately $683 million), for which a
change of control is an event of default. Moody's views the
prepayment of such debt as favorable to the combined credit
quality. In addition, approximately $2.5 billion of GEN senior
unsecured notes have a right to put their debt to GEN at a price
of 101 upon a change of control. The amount of unsecured notes
that will be redeemed cannot be ascertained at the current time.
NRG cites available liquidity sources of approximately $2.8
billion to satisfy potential redemptions, plus a newly committed
$1.6 billion secured bridge facility. Moody's believes that NRG
would seek to refinance a substantial portion of the tendered
unsecured notes, presumably at the NRG level, in order to maintain
its post-merger minimum cash goal of $900 million.

NRG's Ba3 Corporate Family Rating (CFR) primarily reflects its
diversified fleet of wholesale power generation assets and the
relatively strong historical credit metrics based upon margins
underpinned by hedges, contracts or sales from its retail
business. However, recent operating results have been negatively
impacted by weak power prices and the continued decline in the
price of natural gas. In light of continued low natural gas
prices, a weak economic recovery, and continued fuel switching
from coal to natural gas, Moody's would anticipate NRG's
performance to be similar to its most recent results for the next
several years, leaving it weakly positioned in the Ba rating
category.

NRG's speculative grade liquidity rating of SGL-2 reflects Moody's
expectation that the company will maintain a good liquidity
profile over the next 4-quarter period as a result of internal
cash flow generation plus continued access to credit availability,
sufficient headroom under the company's covenants and the ability
to raise cash from asset sales, if necessary. Total liquidity at
3/31/12, was approximately $2.4 billion, including credit facility
availability of approximately $1.2 billion and unrestricted cash
on hand of around $1.0 billion. NRG's liquidity is aided by the
existence of standalone financing arrangements to fund the capital
investments for the construction of solar generation power plants
and the retrofitting of its natural gas-fired plants. Moody's
anticipates that the decline in energy margins will reduce the
headroom under the company's financial covenants but Moody's
anticipates the company to remain comfortably in compliance on a
ongoing basis. Moody's also observes that NRG owns assets that
could be monetized for additional liquidity. To that end, last
week NRG completed the sale of its 41% interest in Schkopau for
approximately $174 million in expected net proceeds.

GEN's B2 Corporate Family Rating is based on a diversified
portfolio of power plants, a meaningful percentage of hedged and
contracted revenues, an apparently successful integration of its
merger with Reliant Energy, and the combination of good liquidity
and the stated importance of liquidity to senior management. These
positive factors are balanced against high leverage, dependence on
coal fired power plants in PJM for a majority of cash flows,
volatile power prices that have been in a trough over the past six
months due to the impact of shale gas, markedly decreased
generation during the same period, and substantial announced plant
retirements and deactivations due to increasingly stringent
environmental regulations.

GEN's SGL-2 liquidity rating takes into account good internal
sources ($1.7 billion of unrestricted cash on hand at 3/31/12
balanced against expectations for negative Free Cash Flow in 2012
and potentially in 2013), strong external sources ($532 million
available under the syndicated corporate revolver), strong
covenant compliance (GEN has ample room under its sole financial
covenant, a senior secured leverage ratio), and limited alternate
liquidity (sale of individual power plants would not harm the core
business, but the company's assets are largely encumbered). While
GEN is likely to meet its obligations over the next 12 months from
internal sources, the company may rely on external sources of
committed financing, including the Marsh Landing project loan
facility. GEN's access to this substantial level of liquidity
continues to be an important driver for its ratings during the
current period of low natural gas prices. In light of expected
near-term negative free cash flow, Moody's anticipates that the
level of unrestricted cash will decline over time and view the
degree of cash burn as an important future determinant for the
ratings, especially in the absence of a merger with NRG.

NRG's negative rating outlook reflects the margin erosion that is
occurring in both NRG's wholesale and retail operations, which is
contributing to financial performance more in line with a "B"
rated unregulated power issuer. The negative rating outlook
further considers the company's very large capital spending
program anticipated over the next few years, particularly when
compared to NRG's market capitalization of approximately $4.5
billion. While the GEN merger enables NRG to acquire substantial
generating capacity and an important platform in PJM at an
attractive price, the negative outlook recognizes the weaker
condition of its merger partner that includes the addition of $5
billion of incremental debt (assuming that $1 billion of debt is
prepaid).

The positive outlook for GEN's senior and unsecured debt is based
on an expectation that the secured debt will be repaid on merger
close and that the unsecured debt will have the option to be
repaid. If Moody's believes that it is likely that the merger with
NRG will not occur, Moody's outlook for GEN's secured and
unsecured debt would likely be revised to negative. The stable
outlooks for GENMA, GENAG and GREMA reflect the potential impact
of a stronger corporate family combined with Moody's expectation
that none of this debt will be prepaid in conjunction with the
merger. Since these entities continue to face headwinds due to the
impact of shale gas on power prices, the potential for a long-term
compression of coal-fired generators' gross margins, and the
potential for further environmental regulations, these outlooks
would likely be revised to negative if the merger with NRG appears
to be unlikely. Nevertheless, Moody's acknowledges that GEN has,
even in the absence of a merger, prepared itself to withstand a
multi-year period of low power prices by husbanding its liquidity
and reducing costs, and that parts of its fleet are relatively
well positioned in terms of location and environmental compliance.
While forward curves indicate an expectation of higher power
prices in the future, if these higher prices are not realized in
the next 12-18 months and the merger is not realized, negative
ratings actions could result.

Ratings Affirmed with Revised Outlook

Issuer: Genon Energy, Inc.

  Corporate Family Rating: B2

  Probability of Default Rating: B2

  Senior Secured: B1, LGD 3 -- 32%

  Senior Secured Bank Facility: B1, LGD 3 -- 32%

  Senior Unsecured: B3, LGD 5 -- 77%

  Speculative-Grade Liquidity Rating: SGL-2

  Outlook: Revised to Positive from Negative

Issuer: GenOn Americas Generation, LLC

  Senior Unsecured: B3, LGD 5 -- 77%

  Outlook: Revised to Stable from Negative

Issuer: GenOn Mid-Atlantic, LLC

  Senior Secured: Ba1, LGD 2 -- 15%

  Outlook: Revised to Stable from Negative

Issuer: GenOn REMA, LLC

  Senior Secured: B1, LGD 3 -- 32%

  Outlook: Revised to Stable from Negative

Ratings Affirmed:

Issuer: NRG Energy, Inc

  Corporate Family Rating: Ba3

  Probability of Default Rating: Ba3

  Senior Secured RC and TL: Baa3, LGD2 - 11%

  Sussex County, Delaware Recovery Zone Facility Bonds Sr Secured
  Bonds: Baa3, LGD2 - 11%

  Chautauqua (Cnty of) NY, Ind. Dev. Agency; Sr Sec Revenue Bonds
  due 2042: Baa3, LGD2 - 11%

  The Delaware Economic Dev. Auth: Senior Secured Revenue Bonds
  due 2045: Baa3, LGD2 - 11%

  Senior Unsecured: B1, LGD4 - 67%

  Speculative-Grade Liquidity Rating: SGL-2

  Outlook: Negative

In light of NRG's negative rating outlook, the substantial capital
investment program, the continued weak market for unregulated
power in most regions, and a pending merger with financially
weaker GEN, limited prospects exist for NRG's ratings to be
upgraded in the near-term. However, to the extent that management
is able to complete the construction of its numerous solar project
investments on a timely basis and integrate GEN while achieving
the projected cost synergies, unregulated power margins show
modest levels of improvement, future capital spending materially
abates, and incremental debt is retired, the rating outlook could
stabilize.

NRG's ratings could be downgraded should material problems surface
with the company's growth strategies, if weaker than expected
market conditions persist across NRG's generation fleet, if the
cost synergies of proposed merger are not realized or if the
company materially alters its capital allocation program in a way
detrimental to creditors.

GEN's ratings could be upgraded if there were increased certainty
that the merger with NRG will close and that senior and unsecured
debt will be repaid. Ratings of GENAG, GENMA and GREMA could be
upgraded if, upon a merger close with NRG, it became evident that
NRG would treat these companies as core strategic holdings rather
than non-recourse project-finance subsidiaries and if Moody's loss
given default analysis indicated a higher recovery percentage. In
the absence of a merger, ratings of GEN, GENAG, GENMA and GREMA
could be upgraded if there were a material improvement in forward
capacity prices and/or energy prices (and especially the dark
spread) that could be locked in, such that CFO pre-WC/Debt would
be expected to exceed 10% and FCF/Debt would be expected to be
flat or positive on a sustainable basis.

GEN's ratings could be downgraded if Moody's believed the
likelihood of the merger were low and if power prices experienced
over the past 6 months were to continue at or about the same
levels for the next 6-12 months with no expectation of subsequent
material improvement, if environmental regulations were to
materially increase/accelerate Capex or expected plant shutdowns,
if the liquidity cushion were materially eroded or management were
to change its policy of maintaining sufficient liquidity. In
addition, ratings could be downgraded if Moody's expectation of
sustained cash flows were to change, such that CFO pre-WC/Debt
would be expected to be lower than 5% and FCF/Debt would be
expected to be negative 10% or worse on a sustained basis.

Headquartered in Princeton, New Jersey, NRG Energy, Inc. (NRG)
owns and operates a portfolio of power-generating facilities,
primarily in Texas and the Northeast, South Central and Western
regions of the US. NRG also has ownership interests in generating
facilities in Australia.In total, NRG owns approximately 25,135
megawatts (MW) of electric generation, and has 1,450 MW under
construction. NRG's retail businesses, Reliant Energy, Green
Mountain Energy, and Energy Plus Holdings combined serve more than
2 million residential, business, commercial and industrial
customers in Texas and, increasingly in select markets in the
northeast US.

GenOn Energy, Inc., based in Houston, Texas, is a US merchant
power holding company that was formed in December 2010 from the
merger of Mirant Corporation (MIR) and Reliant Energy, Inc. (RRI).
Total generation capacity of about 22,390 MW breaks down
geographically as approximately 27% PJM East, 30% PJM West, 24%
California, 11% New York-New England, and 8% Southeast and, by
fuel type, as approximately 31% coal, 43% natural gas, 21% gas/oil
and 5% oil.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


NRG ENERGY: S&P Puts 'BB-' Corporate Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on NRG Energy Inc. on CreditWatch with negative
implications. "The CreditWatch listing indicates that we could
either lower or affirm the ratings following the completion of our
review. Princeton, N.J.-based NRG had about $10.1 billion of long-
term debt as of March 31, 2012. Nonrecourse corporate debt was
$7.95 billion," S&P said.

"The CreditWatch listings follow the announcement that NRG and
GenOn Energy Inc. have agreed to merge in an all-stock transaction
offer at an exchange ratio of 0.1216 shares of NRG for each share
of GenOn, or a premium of about 20% on GenOn's closing price on
July 20, 2012," said Standard & Poor's credit analyst Aneesh
Prabhu. According to the merger terms, GenOn will combine with
and into an excluded project subsidiary of NRG (a nonguarantor),"
S&P said.

"We expect the transaction to require regulatory approvals from
Texas, New York, and the Federal Energy Regulatory Commission. The
companies will also submit notice of the merger to the California
Public Utilities Commission and the U.S. Nuclear Regulatory
Commission as well as premerger notification to the U.S. Dept. of
Justice and the Federal Trade Commission under the Hart-Scott-
Rodino Act," S&P said.

"The structure permitted under indentures requires no debtholder
approvals from either NRG or GenOn debtholders. While GenOn's debt
will to remain nonrecourse with respect to NRG's first-lien
facilities, we will consolidate GenOn's debt while assessing the
combined company. A shared services agreement between both
companies will enable the value of synergies to be captured by NRG
at the parent level. The companies expect the merger to close in
the first quarter of 2013. Following the exchange, NRG's existing
shareholders will own about 71% of the pro forma company," S&P
said.

"Current ratings on NRG predominantly reflect the company's
fundamental exposure to volatile commodity markets and weakening
financial risk profile, balanced by a hedging program and ongoing
efforts by the company to reduce the influence of natural gas
price volatility on its cash flows. In addition, the presence of
the retail business--which is somewhat countercyclical to
wholesale generation--gives the company a 'fair' business risk
profile. The recovery rating on the senior secured  and senior
unsecured notes is '1' and '3', representing very high recovery of
principal (90% to 100%) and meaningful recovery of principal (50%
to 70% recovery)," S&P said.

"We may resolve the CreditWatch placement before the consummation
of the transaction following more detailed analysis of
management's capitalization plan and business strategy, but we
could resolve the CreditWatch at or near the time of the
transaction's completion. We will provide CreditWatch updates
from time to time as appropriate," S&P said.


OAKLEY REDEVELOPMENT: Fitch Holds 'BB' Rating on $25.1-Mil. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
the following tax allocation bonds (TABs) for the Oakley
Redevelopment Agency, CA (the RDA):

  -- $25.1 million subordinate TABs at 'BB'.

The Rating Outlook is Negative.

  -- $7 million TABs, series 2003, at 'A'.

The Rating Outlook is Stable.

SECURITY

The subordinate bonds are secured by net tax increment from the
sole project area after debt service payment on the RDA's senior
2003 TABs, and a cash-funded debt service reserve fund.  The
senior TABs are secured by net tax increment, and a portion of
debt service is additionally secured by housing set aside revenues
and funds held in the low/moderate income housing fund.

KEY RATING DRIVERS

FURTHER DETERIORATION POSSIBLE: The 'BB' rating of the subordinate
TABs reflects below 1 times (x) debt service coverage in fiscal
2012.  The Negative Outlook reflects Fitch's continuing concern
that additional declines in the project area's taxable assessed
value (AV) may keep combined debt service coverage below 1x.
While the pace of AV decline appears to have slowed significantly,
Fitch stress tests demonstrate the likely use, and possible
depletion, of the subordinate debt service reserve fund if AV
declines re-accelerate or if modest declines persist for several
consecutive years.

SOLID COVERAGE ON SENIOR BONDS: The 'A' rating on the senior lien
TABs reflects solid debt service coverage, largely due to low
leverage that is unlikely to be materially impaired even if AV
continues to deteriorate significantly.

PROGRESS ON AB 1X26 IMPLEMENTATION: The City of Oakley (the city)
has been recognized as a successor agency (SA) to the RDA . A
recognized obligation payment schedule (ROPS), which includes 2012
debt service on the bonds, has been approved by the oversight
board and the state.  The SA has received sufficient payments,
along with available cash reserves, to cover the debt service
included in the ROPS.

IMPLICATIONS OF AB 1484: The governor signed this trailer bill to
the state's fiscal 2013 budget on June 27, 2012.  Although it
includes what Fitch believes are improvements to the ROPs approval
process and other procedures going forward, it required repayment
by many SAs of property tax distributions from December 2011 and
January 2012 that the state believes should have been directed to
other taxing entities.  The SA reports that it made the required
repayment and that sufficient funds remain for debt service
payments.

HOUSING REVENUE AVAILABILITY: The lack of distinction between
former housing set-aside revenue and total tax increment under AB
1X26 did not affect Fitch's assessment of credit quality.  The
aggregation of tax increment results in higher calculated debt
service coverage levels for Fitch-rated bonds.  However, this is
inconsistent with the bond indenture, which specifies that only
non-housing increment is pledged.  Fitch believes further
clarification as to the availability of revenue not pledged under
the indenture is needed before factoring this increased coverage
into the rating.

VULNERABLE TAX BASE: The project area has experienced severe AV
contraction since fiscal 2008, although the rate of decline has
moderated significantly.  Fitch remains concerned that additional
AV declines may materialize if economic conditions worsen.  The
project area benefits from its large size, limited but ongoing
development, and good long-term growth prospects given the city's
general economic characteristics.

MODERATELY CONCENTRATED TAX BASE: The tax base is moderately
concentrated with the top ten taxpayers comprising 20% of AV and
28% of incremental value (IV).

MIXED ECONOMY: The local economy is performing adequately overall,
with unemployment below the state and county averages and income
levels in line with the region.  The housing market shows signs of
stabilization, but remains vulnerable to negative shocks.  The
city benefits from its access to major employment centers.

WHAT COULD TRIGGER A RATING ACTION

MATERIAL AV DECLINE: Further material AV deterioration from
present levels could pressure already inadequate subordinate debt
service coverage levels.

CREDIT PROFILE

INADEQUATE SUBORDINATE DEBT SERVICE COVERAGE

The project area experienced a sharp AV contraction from fiscal
2008 to fiscal 2012, reducing Fitch estimated combined debt
service coverage to just 0.97x in fiscal 2012.  The SA used non-
pledged cash assets to cover the shortfall on its March 2012 debt
service payment and intends to do so again for the September 2012
payment, leaving the cash-funded debt service reserve untapped.
Management stated that the SA will not retain additional
unencumbered cash by the end of fiscal 2012, after accounting for
the portion that will be used for the September debt service
payment.

Under management's budget scenario, which assumes 0% AV growth in
the project area for fiscal 2013, Fitch estimated combined debt
service coverage would decline slightly to 0.96x due to modestly
ascending debt service through fiscal 2018.  Management expects
debt service coverage to improve in fiscal 2013 even without AV
growth due to the elimination of the 20% housing set-aside
requirement.  This change would free up additional revenue and
raise the Fitch estimated debt service coverage to 1.12x in fiscal
2013.  Fitch believes further clarification as to the availability
of revenue not pledged under the indenture is needed before
factoring this increased coverage into the rating.

Fitch conducted stress tests under original conditions (requiring
the 20% housing set-aside) and adjusted conditions (eliminating
the 20% housing set-aside requirement).  In both cases, without
the use of non-pledged resources or AV growth, pledged revenues
would be insufficient to fully cover combined debt service
payments, resulting in the potential use of the subordinate debt
service reserve fund as early as fiscal year 2014.

In scenarios featuring a re-acceleration of AV losses or
persistent, modest AV declines the debt service reserve fund is
both tapped and depleted prior to final bond maturity.  For
example, in a stress scenario performed under original conditions,
a 3% AV loss in fiscal 2013 followed by 1% annual losses from
fiscal 2014-2017 would result in the depletion of the subordinate
debt service reserve by fiscal 2019 if significant AV growth did
not materialize in fiscal 2018.  Fitch will continue to monitor
project area AV and debt service coverage levels take rating
actions as appropriate.

Even with the recent and severe AV contraction, Fitch-estimated
senior debt service coverage for fiscal 2012 remains solid at
3.03x due to the bonds' low leverage levels.  Even under the
various stress scenarios described above, senior debt service
coverage remains at solid levels.

VULNERABLE TAX BASE

The project area is a large 1,537 acres and tax payers represent
various commercial, industrial, and residential (66% of AV)
interests, which Fitch views somewhat positively given the likely
reduced correlation between their economic performances.  The tax
base is moderately concentrated with the top 10 payers making up
20% of AV and 28% of IV.

The project area's tax base contracted by a substantial 27% from
fiscal 2008-2012 owing to widespread Proposition 8 re-assessments
in residential properties, triggered by extreme home price losses
and a severe slowdown in new construction activity.  Management is
budgeting for flat AV in fiscal 2013 due to a stabilizing real
estate market and limited, but ongoing development within the
project area.  However, Fitch remains concerned that additional AV
declines are possible given the slow pace of the economic recovery
and constrained credit conditions.

MIXED ECONOMY

The City of Oakley serves approximately 35,400 residents in north-
eastern Contra Costa County.  Located between San Francisco and
Sacramento, this exurban bedroom community offers residents access
to both employment markets.  Economic characteristics are mixed,
and the city's tax base was impacted severely by the distressed
local housing market.  The city's unemployment rate improved
markedly over the past year and the city's rate of 6.5% in May
2012 compares favorably with that of the state (10.4%) and nation
(7.9%).


OFER MIZRAHI: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that
Miami businessman Ofer Mizrahi filed for Chapter 11 bankruptcy
protection for himself and his firm, Coverings Etc.

According to the report, Mr. Mizrahi's personal bankruptcy
petition cited $10 million to $50 million in debt and the same
range for assets.  Court filings for Coverings Etc. cited $5.5
million in debt and listed no assets.

The report also notes Mr. Mizrahi filed a lawsuit in bankruptcy
court against lenders, contractors, loan servicers and insurers in
a dispute over insurance coverage for his home at 3110 Sheridan
Ave., in Miami Beach.  Mr. Mizrahi alleges he has not received
insurance coverage due to him for $414,000 in damages that
occurred in March 2010.

The report relates Coverings Etc. sells stone or composite wall
coverings and countertops from an industrial building owned by
another Mizrahi company, Q Properties LLC, at 7610 N.E. Fourth
Court, in Miami.  Q Properties bought the 25,920-square-foot
building for $1.1 million in 2003.

The report adds Regions Bank filed a foreclosure lawsuit in March
2010 against Q Properties and Mr. Mizrahi over a $2.9 million
mortgage issued in 2008.  Mr. Mizrahi's bankruptcy attorney Scott
Orth said the filings will "consolidate many loose ends . . .
while providing the Debtors a breathing spell from litigation."


OTOLOGICS LLC: Files for Chapter 11 to Sell to Cochlear
-------------------------------------------------------
Otologics, L.L.C., filed a Chapter 11 petition (Bankr. E.D. Mo.
Case No. 12-47045) in St. Louis on July 23, 2012, intending to
sell its assets to Cochlear Limited.

A hearing on the first day motions before Judge Charles E. Rendlen
III is scheduled for July 25, 2012 at 10:00 a.m.

The Debtor has filed motions to pay prepetition employee
obligations, continue its cash management system, and set a
deadline for filing proofs of claim.

The Debtor has also filed applications to employ Thompson Coburn
LLP as attorneys, and Roberts & Olivia LLP as special counsel.

According to the docket, the schedules of assets and liabilities
and statement of financial affairs are due Aug. 6, 2012.

The Debtor was founded in 1996 to acquire ceratin implantable
hearing device technology from Storz Instrument Co, and further
develop and test such technology for future commercial
marketability.  The Debtor's first product, the semi-implantable
MET (middle ear implant) has received the CE Mark and is currently
being sold in Europe.  In October 2006, the Debtor completed the
European clinical trial for its second product, the fully
implantable CARINA middle ear implant, and received the CE Mark,
authorizing European sales. In the United States, the CARINA fully
implantable device is currently in Phase II clinical trials.

The Debtor's proprietary technology is protected with roughly
40 U.S. patents, 17 pending applications, and 46 proposed
applications.  The Debtor also has roughly 11 issued patents and
18 pending patent applications in various international
jurisdictions.  The patents cover hearing implant systems,
actuators, electrical stimulation and implanted microphones.  The
Debtor owns or has exclusive, worldwide licenses to these patents
and applications, many of which cover the design and manufacture
of its products.

All of the Debtor's current manufacturing capabilities are located
in-house.  The components are manufactured, tested and shipped
from the Debtor's headquarters in Boulder, Colorado.

Before the Petition Date, the Debtor borrowed funds on a secured
basis from two different secured creditors: (a) Cochlear Limited,
and (b) a group of eleven noteholders.  The Debtor owes Cochlear
$10.30 million plus fees and expenses.  The Debtor owes a total of
$1.91 million to the noteholders.

The Debtor said undisputed trade credit totals $1.1 million.  It
says that it disputes Gordon & Reese LLP's trade claims of
slightly over $1,000,000.  The Debtor has 36 employees.

SA Neurelec won a jury verdict in its lawsuit against the Debtor.
But the Debtor has filed an appeal, which is pending before the
Colorado Court of Appeals, Case No. 2012CA944.  In 2006, the
Debtor entered into discussions to purchase SA Neurelec, a French
company.  After negotiations for the purchase broke down, certain
of Neurelec's research and development team left Neurelec's employ
and joined the Debtor.  Neurelec later sued and won a jury verdict
of $5.5 million.  The Debtor has posted a $1 million supersedeas
bond to stay Neurlec from executing on the judgment.

                       Sale to Third Party

Jose H. Bedoya, CEO and founder, explains in a court filing, "Due
to the severe liquidity constraints facing the Debtor, together
with the uncertainty caused by the Neurelec Ligation, I have
concluded that the Debtor will not have the wherewithal to
complete the CARINA product clinical trials, and obtain FDA
approval and commence sales of the product without a substantial
infusion of capital.  I have been unable to raise any additional
capital to be invested into the Debtor in its current structure.
Therefore, I have reluctantly concluded that the only option is to
sell substantially all of the Debtor's assets to a third party."

After exploring the marketplace and conducting discussions with
third parties, including brokers and investment bankers, the
Debtor said that Cochlear is the "most logical stalking horse
bidder."

Cochlear is a global participant in the hearing impaired device
industry. It is publicly traded on the Australian Stock exchange
and has over 2,500 employees.

The Debtor and Cochlear have already executed an Asset Purchase
Agreement where, subject to Court approval and potential higher
and better bids, Cochlear will purchase the sale assets for
approximately $14.0 million payable by a combination of credit
bids and cash.  The sale motion is expected to be filed "within a
few days."


OTTILIO PROPERTIES: Chapter 11 Case Dismissed in June
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey last
month dismissed the Chapter 11 case of Otillio Properties, LLC, at
the behest of Valley National Bank.

The Bank asked Judge Morris Stern to dismiss the case or, in the
alternative, lift the automatic stay pursuant to 11 U.S.C. Sec.
362 to allow the completion of foreclosure sales against certain
property, commonly known as (i) Ottilio Terrace, Totowa, New
Jersey, (ii) 555 Preakness Avenue, Totowa, New Jersey, (iii) 217
Morris Avenue, Spring Lake, New Jersey, and (iv) 101 Forest
Avenue, Totowa, New Jersey.

Valley National Bank is represented by:

         Michael A. Saffer, Esq.
         Stuart Gold, Esq.
         MANDELBAUM, SALSBURG, LAZRIS & DISCENZA, P.C.
         155 Prospect Avenue
         West Orange, NJ 07052
         Tel: (973) 736-4600

                     About Ottilio Properties

Totowa, New Jersey-based Ottilio Properties LLC owns the Ottilio
Building at 555 Preakness Avenue.  The building, built in the
1960s, is a well-known architectural oddity in Totowa.  The
building was erected by demolition contractor Carmen Ottilio, who
adorned the lobby with stone fixtures from the old Paramount
Theater in Manhattan and installed at the entrance a 20-foot-high
wrought-iron gate, salvaged from the Vatican pavilion at the 1964
New York World's Fair.

Ottilio Properties first filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 11-34641) on Aug. 18, 2011.  But in December 2011,
Valley National Bank successfully won dismissal of the case
arguing that the filing was made in bad faith, as it was a
desperate effort to delay a foreclosure sale.  The Hon. Morris
Stern dismissed the 2011 case.

Ottilio Properties filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 12-22318) in Newark on May 11, 2012.  The Debtor estimated
assets of up to $50 million and debt of up to $10 million in its
Chapter 11 petition.  Kenneth J. Rosellini, Esq., at Ottilio
Building, serves as the Debtor's counsel.  Judge Stern has been
assigned to the new case.


PACESETTER FABRICS: Can Hire Bruce Altschuld as Litigation Counsel
------------------------------------------------------------------
Pacesetter Fabrics, LLC, sought and obtained permission from the
Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California to employ the Law Offices of Bruce
Altschuld as its special litigation counsel, effective as of and
retroactive to May 9, 2012.

The Debtor is owed approximately $4,775,000 from Blue Point
Textile, Inc., Sterling Trading, Inc., and CA Collections, Inc.,
in trade debt.  Prior to the Petition Date, the Debtor filed a
collection action against those entities and their guarantors in
the California Superior Court for the County of Los Angeles to
recover the amounts owed.  The Blue Point Parties filed a cross-
complaint against Applicant in the Blue Point Lawsuit.

During the early stage of the Chapter 11 case, due to many
competing and immediate demands on its time and resources relating
to the administration of the Chapter 11 estate, the Debtor was not
able to devote the time and resources necessary to prosecute the
Blue Point Lawsuit.  The Debtor filed a notice of stay in the Blue
Point Lawsuit upon filing of its Petition, and the Blue Point
Lawsuit has been stayed since the Petition Date.

At a recent status conference in the Blue Point Lawsuit, the State
Court required the Debtor to decide whether it would continue to
prosecute the Blue Point Lawsuit.  After some consideration and
consultation with its professionals, the Debtor has decided to
continue to prosecute the Blue Point Lawsuit.  The Debtor believes
that the successful prosecution of the Blue Point Lawsuit would
result in recovery for its Chapter 11 estate.

The Firm requires a retainer deposit of $5,000 in connection with
the engagement to serve as a security retainer to secure the
payment of the Firm's fees and expenses.  The current billing rate
of Bruce Altschuld, Esq., the principal attorney expected to
render services to the Debtor in connection with the Blue Point
Lawsuit, is $290 per hour, and those of associates, law clerks,
paralegals and outside contract professionals that may be retained
by the Firm to work on the matter range from $100 to $250 per
hour.

Bruce Altschuld, Esq., a principal at the Firm, attested to the
Court that the Firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Pacesetter Fabrics

Based in City of Commerce, California, Pacesetter Fabrics, LLC,
dba Pacesetter Off Price and Pacesetter Garments, is a distributor
of quality textile and garment fabrics in the United States and
international markets.  The Company has been in business for over
14 years.  The Company is owned 98% by Net, LLC, a California
limited liability company, 1% by Leora Namvar (Ramin Namvar's
wife), and 1% by Massoud Poursalimi (Leora Namvar and David
Poursalimi's father).  Net LLC is in turn owned 99% by Ramin
Namvar and 1% Leora Namvar.

Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-36330) on June 17, 2011.  Judge Ernest M.
Robles presides over the case.  The Debtor is represented by Brian
L. Davidoff, Esq., C. John M. Melissinos, Esq., and Claire E.
Shin, Esq., at Rutter Hobbs & Davidoff Incorporated.  The Debtor
disclosed $33,695,869 in assets and $28,599,582 in liabilities as
of the Chapter 11 filing.

Brian Wygle, president of Lazarus Resources Group, LLC, a
corporate turnaround consultant, assists Pacesetter with its
turnaround and reorganization efforts and the financial affairs
and management of the Company.


PATRIOT COAL: Proposes to Hire Advisors
---------------------------------------
BankruptcyData.com reports that Patriot Coal filed with the U.S.
Bankruptcy Court motions to retain:

   * Curtis, Mallet-Prevost, Colt & Mosle (Contact: Steven J.
     Reisman) as conflicts counsel at hourly rates ranging
     from $190 to $830;

   * Blackstone Advisory Partners (Contact: Robert Gentile )
     as investment banker for a monthly fee of $175,000;

   * Davis Polk & Wardwell (Contact: Marshall S. Huebner) as
     attorney at hourly rates ranging from $$105 to $985;

   * Ernst & Young (Contact: Michael W. Hickenbotham) as
     independent auditor and tax advisor at hourly rates
     ranging from $190 to $600;

   * Garden City Group (Contact: Angela Ferrante) as
    administrative agent; and

   * AP Services (Contact: Kenneth A. Hiltz) as restructuring
     services provider and designating Kenneth A. Hiltz as
     chief restructuring officer at hourly rates ranging from
     $205 to $970.

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.


PEREGRINE FIN'L: Claim Traded for 20 Cents on Dollar
---------------------------------------------------
Linda Sandler at Bloomberg News reports that according to a
trader, a customer of Peregrine Financial Group Inc. sold a claim
on the bankrupt futures brokerage for about 20 cents on the
dollar.  The U.S. customer claim was for almost $20,000, said
Joseph Sarachek, managing director of claims trading at CRT
Capital Group LLC, which buys and sells distressed debt.  A record
of the trade, due to be filed in bankruptcy court in Illinois on
July 23, would be the first to appear on the docket.

U.S. customers of brokerage MF Global Inc., whose trustee
has returned most of their money, have always been able to sell
their claims in the high 70 cents on the dollar, Mr. Sarachek
said.  Larger claims on Bernard Madoff's brokerage have climbed to
about 65 cents as the trustee liquidating the con man's estate
gets access to more money for distributions after 3-1/2 years,
he said.

His current bet on Peregrine is that customers "probably" won't
get less than 20 cents on the dollar over several years, limiting
CRT's risks.

                     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.


PINNACLE AIRLINES: Committee Taps Donlin Recano as Admin. Agent
---------------------------------------------------------------
BankruptcyData.com reports that Pinnacle Airlines' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a motion to retain Donlin, Recano & Company (Contact:
Colleen McCormick) as administrative agent fat these hourly rates:
bankruptcy consultant at $205, technology and programming
consultant at $195 and case manager at $165.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PITTSBURG REDEVELOPMENT: Fitch Holds 'BB+' Rating on $144MM Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
the following tax allocation bonds (TABs) for Pittsburg
Redevelopment Agency, CA (the RDA):

  -- $129 million senior non-housing TABs, at 'A';

The Rating Outlook is Stable.

Fitch also removes the Rating Watch Negative and affirms the
following TABs with a Negative Outlook:

  -- $144.2 million subordinate non-housing TABs at 'BB+';

The following TABs remain on Rating Watch Negative by Fitch:

  -- $26.6 million housing TABs at 'BBB'.

SECURITY

The senior non-housing TABs are secured by all tax revenues
allocable to the successor agency (SA) collected within the sole
project area.  This is minus the 20% housing set-aside, and a
county administrative fee.  The subordinate non-housing TABs are
secured by all taxes allocated to the SA, a general bond reserve
(additive to standard debt service reserve fund), and payments
from swap contracts, minus senior debt service payments, the 20%
housing set-aside, and the county administrative fee.  The housing
TABs are secured by a first lien on the 20% housing set-aside
revenues.

KEY RATING DRIVERS

CASH FLOW TIMING ISSUES: The Rating Outlook Negative reflects
Fitch's concern about a cash flow timing gap that is somewhat
exacerbated by the dissolution of RDAs.  This concern is not fully
mitigated due to the SA's insufficient internal liquidity, aside
from debt service reserve funds.  Fitch also remains concerned
over uncertainty about the city's (implied general obligation
bonds rated 'AA-') continued willingness to provide cash flow
loans if debt service coverage continues to fall.

PROGRESS ON AB 1X26 IMPLEMENTATION: The City of Pittsburg (the
city) has been recognized as the SA to the RDA.  The recognized
obligation payment schedules (ROPS), which include calendar 2012
debt service, have been approved by the oversight board and state.
The SA has received sufficient payments, along with available cash
reserves, to cover the debt service included in the ROPS.

IMPLICATIONS OF AB 1484: The governor signed this trailer bill to
the state's fiscal 2013 budget on June 27, 2012.  The bill
includes what Fitch believes are improvements to the ROPs approval
process and other procedures going forward.  However, it required
repayment by many SAs of property tax distributions from December
2011 and January 2012 that the state believes should have been
directed to other taxing entities.  The SA is disputing the size
of the required $3.5 million repayment.  If the SA were to
ultimately lose its appeal, the subordinate bonds would not be
materially impacted due to $44 million of LOC-required subordinate
TAB cash reserves (in excess of the SA's standard debt service
reserve funds).

The Rating Watch Negative on the housing TABs reflects the lack of
any such excess reserves.  Thus, if a portion of the claw back
were to be allocated to the housing bonds, it could result in a
one-time draw on the housing debt service reserve fund that would
nonetheless likely be replenished in future years with surplus
housing tax increment.

CASH FLOW RESOLUTION PROPOSED.  Management has identified a method
of permanently closing its cash flow timing gap. However, it
assumes sufficient proceeds from liquidation of assets and would
require approval from the California Department of Finance (DOF)
and the RDA's oversight board.

HOUSING REVENUE AVAILABILITY: The lack of distinction between
former housing set-aside revenue and total tax increment under AB
1X26 did not affect Fitch's assessment of credit quality. The SA
has stated its intent to track pledged revenue in the manner
required under bond indentures.  Therefore, Fitch believes that in
the event of a shortfall in total tax increment revenue, housing
bond debt service payments would continue to be made from the
portion of revenue formerly allocated to housing purposes.

LOC EXTENDED. In March, 2011, the SA successfully extended its
letter of credit (LOC) supporting the non-housing 2004A bonds for
an additional three years.  As a condition of the renewal, the SA
increased the size of its 2004A debt service reserve fund by $10
million and created a $2 million administrative expense reserve.

UNUSUALLY LARGE RESERVES. The subordinate TABs' debt service
reserves are sized to atypically high levels. This provides an
adequate cushion for bondholders against falling assessed
valuation (AV); Fitch estimates that these reserves would need to
be drawn upon if AV falls moderately from current levels.

PARTIAL HOUSING MARKET STABILIZATION.  AV is benefiting from a
degree of stabilization in the housing market, as evidenced by
substantially lower foreclosure levels and more modest home price
contractions compared to recent years.  Recent AV changes have
been in line with Fitch's expectations.  Further, pending appeals
are small as a percentage of total AV and so do not pose a
material risk to AV.

SWAP ISSUES. The SA's variable-rate bonds (non-housing subordinate
series 2004A not rated by Fitch) are hedged with an interest rate
swap with a negative $20 million termination value.  If the
counterparty were to terminate the swap, the payment would be
subordinate to subordinate TAB payments, so TAB debt service ought
not be affected.

WHAT COULD TRIGGER A RATING ACTION ON THE SUBORDINATE NON-HOUSING
BONDS

  -- INABILITY TO DEAL WITH CASH FLOW GAP. A downgrade may take
     place if the SA were not able or willing to close its ongoing
     cash flow gap with asset sales or through other permanent
     means.  The cash flow gap would not impact senior bonds.

  -- FURTHER MATERIAL AV DECLINES. Substantial AV declines
     exceeding Fitch's range of expectations could lower debt
     service coverage to a level inconsistent with the 'BB+'
     rating category.

  -- SWAP, LOC COMPLICATIONS. Complications arising from the SA's
     swap and LOC potentially could expose the SA to higher debt
     service costs.  This in turn has the capacity to materially
     lower debt service coverage.

WHAT COULD TRIGGER A RATING ACTION ON THE HOUSING BONDS

  -- CLAW BACK ISSUES.  If the SA were to lose its appeal over the
     size of its claw back payment and it then allocated a
     material portion of such payment to its housing debt,
     resulting in a potential drawdown of the housing TAB's debt
     service reserve fund, Fitch would downgrade the rating.

CREDIT PROFILE

CASH FLOW TIMING MAY AFFECT SUBORDINATE NON-HOUSING BONDS

The Negative Rating Outlook on the subordinate non-housing bonds
largely reflects Fitch's concern regarding ongoing cash flow loans
needed to avoid draws on reserve funds (included in and outside
the indenture).  The SA historically has paid for debt service
using cash advances from the city's investment pool, later
reimbursing the pool with tax increment.  Although this process
has operated as planned in the past, it could be problematic
moving forward.  Issues could arise if the SA were expected to be
unable to pay back such loans due to inadequate debt service
coverage.  In this case the city likely would no longer make such
loans.  Further, dissolution legislation requires the county to
disburse April tax increment in June, thus extending the SA cash
flow timing gap by two months.

Management believes that the potential liquidation of the SA's
land assets would be sufficient to permanently close the $20
million cash flow gap.  However, the use of such proceeds for cash
flow purposes would require approval from DOF and the SA's
oversight board.  To date, DOF has permitted all TABs and most
requested items on the SA's ROPS, including a $12 million
placeholder to allow for a cash flow reserve.  Although DOF has
been inconsistent regarding the approval of non-TAB ROPS items
with other agencies, due to the passage of AB 1484 Fitch expects
DOF would continue to approve the SA to place cash flow reserves
on ROPS moving forward.

PITTSBURG BENEFITS FROM LOCATION ON THE DELTA IN GREATER BAY AREA

Pittsburg is located in the northeastern portion of Contra Costa
County and situated along the Sacramento-San Joaquin River Delta.
Moderate population growth has been driven by the area's
affordability, availability of developable land, and proximity to
major Bay Area employment centers with good transportation
options.  Nonetheless, the city has been severely affected by the
economic recession.  February 2012 unemployment fell 200 basis
points year-over-year.  However, it still very high at 15.2% and
well exceeded the state and county averages of 11.4% and 9.6%,
respectively.  Homes have lost two-thirds of their peak values and
have continued to fall recently, albeit at much more modest levels
in line with Fitch's expectations.  Foreclosure levels are down
substantially from recent years' levels and outstanding appeals
seem manageable.

The SA's merged project area is large at 5,750 acres, encompassing
more than half of the city of Pittsburg and about two-thirds of
its AV.  About three-quarters of the project area's AV consists of
residential properties, with the remainder split between
commercial and industrial properties (including a major power
plant).  AV concentration is low to moderate, with the top 10
taxpayers making up 20% of AV.  Concentration concerns are further
mitigated by the essentiality of the top payer, Delta Energy
Center (11% of AV) which is a power plant.  Due to rapidly falling
home prices, project area AV fell 3.1% and 14.3% in fiscal years
2009 and 2010, respectively.  AV declines have since moderated,
falling 1.5% and 0.9% in fiscal years 2011 and 2012, respectively.
January 2012 home values were down 5% from prior year levels.
Because fiscal 2013 AV is set based upon these values, Fitch
conservatively has modeled base case debt service coverage
assuming a 5% AV loss in fiscal 2013.

DEBT SERVICE COVERAGE DECLINES IN LINE WITH EXPECTATIONS

Fitch estimates that fiscal 2012 non-housing tax increment
revenues cover all-in annual debt service of $30.3 million an
adequate 1.11 times (x) (incremental revenues after senior debt
service will cover subordinate debt service an adequate 1.17x).
However, due to rising debt service fiscal 2012 revenues would
cover fiscal 2013 debt service by just 0.98x (0.97x), leaving a
shortfall of about $700,000.  Due to interest earnings on large
debt service reserves, however, this gap may be closed.  This
would potentially eliminate the need to draw on the bonds' debt
service reserve funds.

Management estimates these earnings at approximately $1.7 million
in fiscal 2012.  Under Fitch's base case scenario, which assumes a
5% AV contraction in fiscal 2013 and a 15% success rate for
outstanding appeals, subordinate lien coverage would fall to just
0.93x (0.88x) in fiscal 2013, opening a more substantial $2.5
million shortfall (before interest earnings and other revenues)
and would be more likely to necessitate a draw on the subordinate
TABs' reserves.

SIZEABLE RESERVES PROVIDE SUPPORT FOR SUBORDINATE NON-HOUSING
BONDS

The subordinate TABs enjoy very large cash-funded reserve levels.
In addition to the TABs' $21.5 million indenture debt service
reserves, as a condition of the series 2004A variable-rate bond's
LOC, the SA also established a $26.8 million debt service reserve
fund exclusively for the non-housing 2004A TABs.  An additional
$17.3 million general debt service reserve fund for all other non-
housing subordinate TABs was established.  However, to the extent
the 2004A TABs' debt service reserve fund would be drawn upon, the
general debt service reserve fund would replenish it.

Due to the large size of the TABs' debt service reserve funds,
they stand up well under most but not all Fitch-designed
scenarios.  Under the base case scenario, total subordinate
reserves would fall a cumulative 10% through fiscal 2019 before
beginning to recover thereafter.  Under a perpetual no growth
scenario (where fiscal 2012 AV is held steady in perpetuity),
there would be no draw upon reserves.

Under a double dip recession scenario (where AV falls by 14.3% and
3.1% in fiscal years 2013 and 2014, representing a duplication of
the project area's worst AV performance, followed by 2% AV growth
perpetually beginning in fiscal 2018) it is possible non-2004A
subordinate TABs would default.  This represents, however, a
severe scenario that Fitch does not anticipate would occur.

VARIABLE-RATE STRUCTURE AND SWAP POSE RISKS

The SA's debt structure poses a significant credit vulnerability.
A quarter of subordinate debt ($117 million) is variable-rate,
supported by the LOC and hedged by an interest rate swap.  An
inability to extend or replace the SA's LOC, which expires in
2014, likely would result in conversion of the variable rate bonds
to bank bonds.  This could raise interest costs on the variable
rate debt to as high as 12%. At the maximum rate, Fitch estimates
annual debt service costs would rise a net $8.1 million.
Nonetheless, the absence of accelerated payout provisions in the
LOC agreement means the debt service reserve fund could tolerate
drawdowns for some time, assuming no additional and substantial AV
declines.

The SA's interest rate swap (Piper Jaffray is the counterparty)
has a negative value of $20 million, and may be terminated by the
counterparty if Standard & Poors downgrades the SA's debt to below
BBB-.  Upon termination, the SA would owe the counterparty $20
million on a subordinated basis to all TAB debt service.  There
are no cross-default provisions if the SA is unable to pay the
termination fee.

SENIOR NON-HOUSING AND HOUSING TABS DEBT SERVICE COVERAGE REMAINS
ADEQUATE

Fitch estimates fiscal 2012 net revenues cover housing TABs' debt
service an adequate 1.34x.  AV could decline by approximately 24%
before coverage would fall below 1.0x. Senior non-housing TAB debt
service coverage in fiscal 2012 is estimated by Fitch at a robust
3x in fiscal 2012.  Senior debt service rises in fiscal 2013, but
Fitch-estimated coverage remains above a strong 2.50x.  AV would
have to decline by a severe 57.3% for Fitch-estimated senior debt
service coverage to fall to 1.0x.


PLYMOUTH OIL COMPANY: Files for Chapter 11 in Iowa
--------------------------------------------------
Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  The Debtor estimated assets and debts of $10 million to
$50 million.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil started operations in
February 2010 purchasing raw corn germ and refining this material
into de-oiled germ meal and kosher food-grade cooking oil.  The
plant has the capability of pumping out 90 tons of corn oil each
day and about 300 tons of DCGM (defatted corn germ meal) daily,
which is used for hog, poultry and dairy feed.


PONCE DE LEON: To Present Plan for Confirmation on Sept. 25
-----------------------------------------------------------
U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan will convene a
hearing on Sept. 25, 2012 at 2:00 p.m. to consider confirmation of
Ponce De Leon 1403 Inc.'s Chapter 11 Plan.

The disclosure statement order signed June 25 provides that
objections to the Plan are due 45 days prior to the confirmation
hearing.

The judge approved the Disclosure Statement following a hearing
held June 19 despite objections by PRLP 2011 Holdings LLC.

PRLP, a secured creditor, argued in June 8 filings that the
Disclosure Statement should not be approved because the Plan was
"patently unconfirmable as it would not be feasible".  The
creditor noted that the Debtor failed to explain how it proposes
to finance the payment of 100% of claims to unsecured creditors
when it is only able to derive cash from the sale of the apartment
units and commercial spaces, all of which are PRLP's collateral in
this case.

The Debtor responded that the PRLP's argument regarding the
alleged violation of the absolute priority rule is meritless and
unfounded.  The Debtor noted that as provided in the Disclosure
Statement and Plan, payments to General Unsecured Creditors will
commence ONLY after payment in full of the secured claim owed to
PRLP.

Specifically, the Debtor will commence payments to the General
Unsecured Creditors of prepetition debt on the 36 months after the
Effective Date of the Plan or will commence payments to this class
the first month after it has paid its secured creditor if this
date is earlier than 36 months after the Effective Date.  The
Debtor will pay all outstanding and allowed claims in this class
at 100% of the allowed claim on a monthly basis within six years
from the Effective Date.  Therefore the Debtor will be making
monthly installment payments to this Class of creditors for months
37 to 72 of the Plan or, if the Secured Creditor is paid prior to
36 months after the Effective Date, it will commence the monthly
payments one month after it has paid its secured creditor.

With respect to secured claims, PRLP's secured claims $12.20
million claim will be paid under one of these scenarios:

  (1) the Debtor will surrender a set of units to PRLP that is the
      indubitable equivalent of the Debtor's outstanding
      obligation on the Effective Date.

  (2) Pursuant to an agreement with PRLP and QB Construction,
      Inc., for the sale of the Debtors, the Debtor will continue
      administering and selling units for the benefit of PRLP and
      provide payment in full of the amounts owed to PRLP within a
      term of 35 months by apportioning a certain percentage of
      the proceeds from each sale to PRLP.  Interest will
      accumulate at the same rate agreed to the original terms of
      the loan agreement.

  (3) Subject to availability of secured financing, the Debtor
      will arrange or request a third party to purchase the
      mortgage note from PRLP in an amount equal to 50% of the
      outstanding obligation.  Payment of this amount will be made
      within 90 days from the signature of the asset agreement.

PRLP and the general unsecured creditors are impaired under the
Plan.

Equity holders won't receive any dividend but they will retain
their equity interests.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/Ponce_De_Leon_DS_041312.pdf

                         Cash Collateral

At the June 19 hearing, the bankruptcy judge also gave the Debtor
authority to use cash collateral.  After considering the range of
value of the properties pending to be sold ($15 - $18 million),
the amount of secured debt owed to PRLP ($11.5 to $11.7 million),
the history of postpetition sales (13, that is, one per month),
the statutory requirement that maintenance fees be paid, and the
amount of critical expenses outlined in the budget submitted by
the Debtor in its motion for use of cash collateral, the Court
finds that payment to PRLP of 70% of the sale of individual units
constitutes adequate protection.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


PONCE TRUST: Court Blocks Foreclosure Sale, Wants Plan Revised
--------------------------------------------------------------
Ponce Trust, LLC, won partial victory after it convinced the
Bankruptcy Court in Miami to enjoin a foreclosure sale of its
assets that was scheduled earlier this month.  Ponce Trust,
however, was denied approval of the disclosure statement
explaining its Chapter 11 plan.  The bankruptcy judge directed
Ponce Trust to amend the plan and disclosure statement.

The Debtor sought to block the foreclosure sale, saying unsecured
creditors will be better off under its Plan of Reorganization
filed May 23.  If the foreclosure sale was to go forward, the
Debtor said Ponce Holdings will likely take title to the Real
Property and the unsecured creditors will receive nothing on
account of their claims.

The Amended Plan and Disclosure Statement were due July 11.

Prior to the Petition Date, a foreclosure action was initiated
against the Debtor by MUNB Holdings LLC in the case styled MUNB
Loan Holdings, LLC v. Ponce Trust, LLC, et al., Case No. 10-63470-
CA-15, in the Circuit Court of Miami-Dade County on Dec. 17, 2010,
to foreclose on the Debtor's real property.  On July 21, 2011, the
State Court entered an order appointing Jeremy Larkin as receiver
of the Real Property.

On Jan. 19, 2012, an Amended Final Judgment of Foreclosure was
entered in the Foreclosure Action in favor of MUNB in the amount
of $37,346,025.  The judgment was subsequently assigned to 1300
Ponce Holdings, LLC.  A foreclosure sale was set for Feb. 24.

On March 13, 1300 Ponce Holdings filed a motion for relief from
the automatic stay.  On April 25, the Bankruptcy Court entered an
order granting the Stay Relief Motion, in part, to allow Ponce
Holdings to reschedule the foreclosure sale in the State Court,
provided that no sale may be scheduled earlier than June 25.

On May 2, the State Court entered an order rescheduling the
foreclosure sale for July 2 at 9:00 a.m.

The Stay Relief Order reserved jurisdiction to enjoin the
foreclosure sale for cause by motion, without the necessity of the
Debtor filing an adversary complaint.  The Stay Relief Order
further required the Debtor to file a plan and disclosure
statement by 5:00 p.m. on May 23.

                              The Plan

The Debtor's Plan provides that, among other things, the
collateral of the secured claim of Ponce Holdings, valued at $23.6
million, will be sold before the confirmation.  Ponce Holdings'
allowed claim will then be reduced and adjusted by the superior
liens of Miami Dade Tax Collector secured claim and Condo
Association secured claim.  Ponce Holdings' allowed secured claim
will be paid, with interest accruing at 4% per annum.  The source
of funds will be derived from the unit sales revenues and rental
income in accordance with the seven-year plan projections.

Class 4(a) unsecured claims will be paid in monthly installments
over seven years in graduated payments through the life of the
Plan.

Holders of equity security interests in the Debtor will retain
their equity interests, in exchange for the proposed new value
contribution.

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

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over
the case.  Joel L. Tabas, Esq., and Mark S. Roher, Esq., at Tabas,
Freedman, Soloff, Miller & Brown, P.A., serve as the Debtor's
counsel.  The petition was signed by Luis Lamar, vice president
and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.


RAILAMERICA INC: S&P Puts 'BB-' Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on U.S.-based RailAmerica Inc.
on CreditWatch with developing implications.

The CreditWatch placement follows an announcement by RailAmerica
that it has reached a definitive merger agreement with Genesee &
Wyoming Inc. (unrated). Genesee & Wyoming will acquire RailAmerica
for a purchase price of $27.50 per share, or an estimated
transaction value of $2 billion. Financing for the transaction
will be a combination of bank debt and mandatorily convertible
preferred equity contributed by The Carlyle Group.

"We will resolve the CreditWatch listing based on our review of
the pro forma business and financial risk profiles as well as
discussions with management on its financial policy, liquidity,
and capital structure for the consolidated entity," said Standard
& Poor's credit analyst Anita Ogbara.

"The ratings on Jacksonville, Fla.-based RailAmerica Inc. reflect
the company's capital intensity, and acquisitive growth strategy.
The company's position as the largest 'short-line' railroad
company in the U.S. and its participation in the relatively stable
North American freight railroad industry somewhat offset these
weaknesses," S&P said.

"RailAmerica operates about 7,400 miles of track through a
portfolio of 43 individual railroads, which it acquired over time,
in 28 states and three Canadian provinces. Standard & Poor's
characterizes the company's business risk profile as 'fair,' its
financial risk profile as 'aggressive,' and its liquidity as
'adequate,'" S&P said.


RESEARCH IN MOTION: Watsa Nearly Doubles Equity Stake
-----------------------------------------------------
The Wall Street Journal's Will Connors reports that Research In
Motion Ltd. disclosed Monday that one of its biggest shareholders,
Prem Watsa, through his Canadian investment firm Fairfax Financial
Holdings Ltd., has nearly doubled his stake in the Company.  Mr.
Watsa now owns just under 10% of RIM's shares after buying stock
earlier this month, according to a regulatory filing.

WSJ says the purchase makes Mr. Watsa the largest shareholder by
far, surpassing RIM's founder and former co-chief executive, Mike
Lazaridis, who has long owned a little more than 5% of the
Company.  According to WSJ, the move provides a modest boost of
confidence as RIM works to claw back its rapidly dwindling share
of the U.S. smartphone market.

WSJ relates Mr. Watsa, a well-known value investor in Canada,
already holds a seat on RIM's board, having first acquired a
sizable stake in the company ahead of joining the board earlier
this year.  He started buying RIM shares last September, acquiring
2.2% late last year and bumping that up to 5.1% early this year.

WSJ notes Mr. Watsa now holds twice what RIM's next-closest
shareholders -- Primecap Management Co. and Mr. Lazaridis -- each
hold.  Former co-CEO Jim Balsillie also held a big stake in the
company, but since he stepped down from the board earlier this
year, he is no longer required to report his holdings.

WSJ also notes Mr. Watsa's new stake didn't encourage shareholders
immediately.  RIM's shares were trading Monday in New York as much
as 2% lower but ended the session 1.3% higher at $6.86.  Its
market capitalization is about $3.5 billion, off from more than
$80 billion five years ago.

WSJ says Mr. Watsa doesn't have a history of shareholder activism
and is known to place long-term bets on otherwise unheralded
stocks.

As reported by the Troubled Company Reporter on July 2, 2012, RIM
late in June reported first quarter results for the three months
ended June 2, 2012 (for fiscal year 2013).  RIM said GAAP net loss
for the quarter was US$518 million compared with a GAAP net loss
of US$125 million in the prior quarter and GAAP net income of
US$695 million in the same quarter last year.

RIM said its restructuring efforts are underway and will include a
global workforce reduction of approximately 5,000 employees from
its current workforce of 16,500 as part of its efforts to realize
over US$1 billion in cost savings, based on the Company's fourth
quarter fiscal year 2012 run rate.

RIM expects the next several quarters to continue to be very
challenging for its business based on the increasing competitive
environment, lower handset volumes, potential financial and other
impacts from the delay of BlackBerry 10, pressure to reduce RIM's
monthly infrastructure access fees, and the Company's plans to
continue to aggressively drive sales of BlackBerry 7 handheld
devices.

The Company also expects to report an operating loss in the second
quarter of fiscal 2013, as RIM continues to invest in marketing
programs and continues to work through the transition to
BlackBerry 10, as well as the Company's fixed costs being
allocated over a lower volume of shipments.  This outlook excludes
the impact of charges related to the CORE Program.

As of June 2, 2012, RIM had US$13.06 billion in total assets
against US$3.45 billion in total liabilities.

                     About Research In Motion

Founded in 1984 and based in Waterloo, Ontario, Blackberry(R)
maker Research In Motion Limited -- http://www.rim.com/or
http://www.blackberry.com/-- operates offices in North America,
Europe, Asia Pacific and Latin America.  RIM is listed on the
NASDAQ Stock Market (NASDAQ: RIMM) and the Toronto Stock Exchange
(TSX: RIM).


RESIDENTIAL CAPITAL: Proposes to Pay $17.8-Mil. to Key Employees
----------------------------------------------------------------
Residential Capital LLC and its debtor affiliates seek permission
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to pay up to $17.8 million in
bonuses to boost the morale of nearly 200 key employees.

The bonus payments come in two forms:

   (1) The Key Employee Incentive Plan, which provides 17 senior
       executives with incentives totaling $4.1 million.
       Incentives are tied to both the sale of the Debtors'
       businesses and the achievement of certain financial and
       operational goals.  There is a potential payout of $7.0
       million in the KEIP if the final sale proceeds exceeds
       anticipated sale proceeds by 3% or greater.  A list of the
       KEIP Participants will be provided to the Court, the U.S.
       Trustee, and the Official Committee of Unsecured
       Creditors.  The KEIP Participants do not include the
       Debtors' Chief Executive Officer, President and Chief
       Capital Markets Officer.

   (2) The Key Employee Retention Plan, which intends to provide
       financial incentives totaling $10.8 million to 174 of the
       Debtors' more than 3,625 employees.  The Key Employees are
       necessary to execute the Debtors' business plan, maintain
       operational stability throughout the sale process, and
       transition the Debtors' business as a going concern.

According to Larren M. Nashelsky, Esq., at Morrison & Foerster
LLP, in New York, throughout the year, in addition to continuing
to manage the day-to-day operations, the Debtors' management team
and key employees have taken on the additional task of
simultaneously working with the Debtors' professionals to market
and consummate the asset sales that are expected to generate
nearly $4 billion of value for the Debtors' estates.  As a
result, the restructuring and sale-related responsibilities borne
by the Debtors' management team and key employees requires them
to undertake significant additional tasks beyond the scope of
their regular daily obligations.

The target payments total $14.9 million; however, should new
participants need to be added to the KEIP and KERP because of
interim changes in the employee population, then the target
payments would not exceed $15.9 million, which would be
anticipated to be allocated $4.6 million to the KEIP and
$11.3 million to the KERP.

The Wall Street Journal pointed out that the bonus issue is
further complicated because ResCap's parent Ally Financial Inc.
received more than $17 billion in assistance under the U.S.
Government's Troubled Asset Relief Program during the financial
crisis and still owes the government about $12 billion.

A special paymaster appointed by the U.S. Treasury, Patricia
Geoghegan, oversees compensation at those firms like Ally that
haven't repaid TARP funds, the Journal noted.  Because of TARP
restrictions, ResCap Chief Executive Tom Marano isn't eligible
for the incentive bonus program, the Journal pointed out, citing
court papers.

Judge Glenn will consider the ResCap bonus request at a hearing
slated for Aug. 8.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Judge Gonzalez Named Examiner
--------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Arthur
J. Gonzalez as examiner in the Chapter 11 cases of Residential
Capital, LLC and its debtor affiliates.  Judge Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of New York
approved the appointment.

The request for the appointment of a Chapter 11 examiner came
from Berkshire Hathaway, Inc., who alleged that the Debtors'
first-day pleadings and public securities filings reveal dozens
of transactions with Ally Financial, Inc., and its affiliates
involving billions of dollars of asset transfers and intercompany
financing -- transactions whose net effect was to transfer a
substantial share of ResCap's operating assets to its parent.

Judge Gonzalez is a senior fellow at the New York University
School of Law, where he teaches bankruptcy law, Andrew R. Johnson
at Dow Jones Newswires reported.  He spent 16 years as a
bankruptcy judge, and retired earlier this year from the U.S.
Bankruptcy Court in Manhattan, the report noted.  Judge Gonzalez
presided over large bankruptcy cases, including those of Enron
Corp., WorldCom, and Chrysler Group LLC, the report added.

In approving Berkshire's request, Judge Glenn pointed out that
"no one dispute[d] that an investigation of [ResCap's] pre- and
post-petition conduct [was] appropriate."

Berkshire holds directly or indirectly through investment
vehicles (I) in excess of $500 million of unsecured bonds issued
by ResCap, which represents in excess of 50% of the total
outstanding unsecured bonds of the company; and (II) in excess of
$900 million of junior secured bonds issued by ResCap,
representing in excess of 40% of the total outstanding junior
secured bonds of ResCap.  As of June 7, 2012, Berkshire holds in
excess of $900 million of junior secured bonds issued by ResCap,
representing in excess of 40% of the total outstanding junior
secured bonds of ResCap.

Berkshire is also named stalking horse bidder for ResCap's loan
portfolio, offering $1.45 billion, outbidding Ally's $1.4 billion
bid.  Berkshire also placed a bid for ResCap's mortgage-servicing
and origination unit but was outbid by Nationstar Mortgage LLC, a
unit of Fortress Investment Group LLC, which offered $2.45
billion for the asset.

A bankruptcy examiner usually investigates allegations of fraud,
dishonesty, or gross mismanagement of a debtor.  Berkshire's
appointment request was supported by the U.S. Trustee, The Union
Central Life Insurance Company, Ameritas Life Insurance Corp.,
and Acacia Life Insurance Company; and New Jersey Carpenters
Health Fund.  The Official Committee of Unsecured Creditors and
the Debtors opposed the request.  The Creditors' Committee has
argued that it has already commenced an investigation into the
Debtors' prepetition transfers but Judge Glenn overruled the
objection, pointing out that the panel has not yet had the
opportunity to conduct a lengthy investigation.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Examiner Names Chadbourne Counsel
------------------------------------------------------
The examiner appointed in Residential Capital's Chapter 11 cases
seeks the Court's approval to retain Chadbourne & Parke as counsel
at these hourly rates: partner at $675 to 995, counsel at $625 to
$845, associate at $395 to $665 and paraprofessional at $205 to
$320.

Howard Seife, Esq., a member of Chadbourne & Parke LLP, in New
York, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: 341 Meeting of Creditors Adjourned to July 27
------------------------------------------------------------------
The meeting of creditors of Residential Capital, LLC, and its
debtor affiliates under Section 341(a) of the Bankruptcy Code is
adjourned to July 27, 2012, at 3:30 p.m., at 80 Broad Street,
Fourth Floor, in New York.

Attendance by creditors at the meeting is welcomed, but not
required.  At the meeting, creditors may examine the Debtors and
transact other business as may properly come before the meeting.
The meeting may be continued or adjourned from time to time.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Proposes to Hire 3 Firms as Special Counsel
----------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to employ these firms as special counsel, nunc pro tunc
to May 14, 2012:

   * Carpenter Lipps & Leland LLP as special litigation counsel
     to continue the firm's representation of the Debtors in
     connection with, among other things, litigation related to
     the outstanding securitizations sponsored by the Debtors and
     advice concerning the Debtors' rights and responsibilities
     under the transaction documents for these securitizations;

   * Dorsey & Whitney LLP as their special securitization and
     investigatory counsel in connection with an ongoing matter
     involving private label securities suits and ongoing
     government investigations; and

   * Orrick Herrington & Sutcliffe LLP as special securitization,
     transactional and litigation counsel in connection with,
     among other things, the Debtors' rights and obligations
     relating to their securitization and servicing agreements,
     certain claims and litigation asserted by insurers, trustees
     and investors arising from or related to residential
     mortgage-backed securities, and the sale of the Debtors'
     assets.

The firms will be paid their customary hourly rates:

   Firm                 Professionals           Hourly Rates
   ----                 -------------           ------------
   Carpenter Lipps      Partners & Of counsel   $190 to $360
                        Associates              $150 to $220
                        Paralegals              $75

   Dorsey & Whitney     Partners                $400 to $780
                        Non-partner Attorneys   $235 to $495
                        Paralegals              $175 to $250

   Orrick, Herrington   Partners & Counsel      $695 to $895
                        Associates              $355 to $675
                        Paralegal               $170 to $270

The firms will also be reimbursed for any necessary out-of-pocket
expenses incurred.

The firms assure the Court that each of them is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code, and does not represent any interest adverse to the Debtors
or their estates.

Carpenter Lipps may be reached at:

          Jeffrey A. Lipps, Esq.
          CARPENTER LIPPS & LELAND LLP
          80 Plaza, Suite 1300
          280 North High Street
          Columbus, OH 43215
          Tel: (614) 365-4100
          Fax: (614) 365-9145
          E-mail: lipps@carpenterlipps.com

Dorsey & Whitney may be reached at:

          Thomas Kelly, Esq.
          DORSEY & WHITNEY LLP
          Suite 1500 50 South Sixth Street
          Minneapolis, MN 55402-1498
          Tel: (612) 340-2600
          Fax: (612) 340-2868
          E-mail: kelly.john@dorsey.com

Orrick may be reached at:

          Katharine I. Crost, Esq.
          ORRICK, HERRINGTON & SUTCLIFF LLP
          51 West 52nd Street
          New York, NY 10019-6142
          Tel: (212) 506-5000
          Fax: (212) 506-5151
          E-mail: kcrost@orrick.com

Mr. Lipps disclosed that his firm received a $500,000 retainer on
April 25, 2012, from the Debtors.  A portion of the retainer was
used to satisfy prepetition fees and expenses.  CLL will apply
the remaining amount as a credit towards postpetition fees and
expenses.

Mr. Kelly disclosed that prior to the Petition Date, the firm
received retainers totaling $250,000.  The retainer will be
applied against fees and disbursements for prepetition services
unpaid as of the Petition Date.

Ms. Crost disclosed that prior to the Petition Date, Orrick
received retainers from the Debtors totaling $325,000.  Orrick
will apply any remaining amounts of the Retainers as a credit
toward postpetition fees and expenses.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RITZ CAMERA: Landlords Object to Speedy Bidding Process
-------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that groups of landlords
and property managers lodged six separate objections Monday
opposing the bidding procedures proposed by bankrupt Ritz Camera &
Image LLC, claiming the accelerated schedule provides little time
to properly assess potential purchasers.

Bankruptcy Law360 says the objections come in advance of a July 30
hearing on RCI's motion to approve bidding procedures and related
motions as the troubled company attempts to shed stores in order
to make itself attractive as a going concern.

As reported in the July 12 edition of the TCR, Ritz Camera has
decided to liquidate its remaining 137 camera stores after it
holds store-closing sales at 82 locations.  The company had begun
going-out-of-business sales immediately before bankruptcy at the
stores it didn't intend to restructure and continue operating.
Ritz said the decision was made to sell the remaining stores
either as a going concern or through sales run by liquidators.
There will be a hearing on July 30 in bankruptcy court for
approval of auction and sale procedures. If the judge goes along,
bids will be due Aug. 28, in advance of an auction on Sept. 4.
Offers will be accepted from liquidators and operators.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.


RIVER CANYON: Claims Bar Date Set for Aug. 16
---------------------------------------------
The Bankruptcy Court set Aug. 16, 2012, as the deadline for filing
proofs of claim in the Chapter 11 case of River Canyon Real Estate
Investments, LLC.

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At the behest of Beal Bank, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


RYAN INTERNATIONAL: Rubloff Ryan's Schedules of Assets & Debts
--------------------------------------------------------------
Rubloff Ryan LLC, an affiliate of Ryan International, filed its
schedules of assets and liabilities and statement of financial
affairs, disclosing:

     Name of Schedule          Total Assets   Total Liabilities
     ----------------          ------------   -----------------
A - Real Property                       $0
B - Personal Property           $5,495,594
C - Property Claimed
       as Exempt
D - Creditors Holding Secured
       Claims                                       $55,601,467
E - Creditors Holding Unsecured
       Priority Claims                                       $0
F - Creditors Holding Unsecured
       Non-Priority Claims                                   $0
                               ------------   -----------------
                                 $5,495,594         $55,601,467

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYDEN'S MARINE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ryden's Marine, Inc.
        7020 Hwy 51
        Box 75
        Hazelhurst, WI 54531

Bankruptcy Case No.: 12-14138

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: James T. Runyon, Esq.
                  RUNYON LAW OFFICES, LLC
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  E-mail: jtrunyon@runyonlawoffices.com

Scheduled Assets: $836,374

Scheduled Liabilities: $1,294,189

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb12-14138.pdf

The petition was signed by Jerry Ryden, president.


SABRA HEALTH: S&P Keeps 'BB-' Rating on $325MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB-' issue rating on
Irvine, Calif.-based Sabra Health Care L.P.'s 8.125% senior
unsecured notes that mature in November 2018 are unchanged by the
company's $100 million add-on.

"Following the announcement, the total amount of the company's
8.125% senior unsecured notes that mature in November 2018 will be
$325 million. The company sold the original offering of $225
million of these securities on Oct. 27, 2010. The notes are fully
and unconditionally guaranteed, jointly and severally, on an
unsecured basis, by Sabra Healthcare REIT and certain of the
company's other existing and, subject to certain exceptions,
future material subsidiaries," S&P said.

"The company intends to use net proceeds from the offering to
repay $42.5 million outstanding on its amended secured revolving
credit facility, and the remaining proceeds to fund possible
future acquisitions or for general corporate purposes," S&P said.

Rating List

Sabra Health Care REIT Inc./Sabra Health Care L.P./Sabra Capital
Corp.
  Corporate credit                       B+/Stable/--
  $325 mil. 8.125% senior
  unsecured notes due Nov. 1, 2018       BB-
  Recovery rating                        2


SELECT TREE: Has Final Order to Hire Damon Morey as Gen. Counsel
----------------------------------------------------------------
Select Tree Farms, Inc., sought and obtained final approval from
the U.S. Bankruptcy Court to employ Damon Morey LLP as general
counsel.

The firm will, among others, provide these services:

   a. advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession continuing to operate
      their businesses and properties under Chapter 11 of the
      Bankruptcy Code;

   b. prepare, on behalf of the Debtors, any necessary and
      appropriate applications, motions, draft orders, other
      pleadings, notices, schedules and other documents, and
      reviewing financial and other reports to be filed in these
      Chapter 11 cases; and

   c. advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Chapter 11
      cases.

The hourly rates being charged by Damon Morey for the attorneys
who will be primarily responsible for providing services to the
Debtors in connection with these proceedings are:

    Personnel                             Rates
    ---------                             -----
    William F. Savino/General Partner      $295
    Beth Ann Bivona/ Special Partner       $265
    Robert C. Carbone/Associate            $155

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SELECT TREE: Has Authority to Employ Sixt Wengewicz as Accountant
-----------------------------------------------------------------
The Bankruptcy Court for the Western District of New York has
authorized Select Tree Farms, Inc., and its affiliates to employ
Sixt, Wengewicz & Tharnish, CPAs, PC, as accountants effective
April 10, 2012.

The hourly rates being charged by Sixt for the professionals who
will be primarily responsible for providing services to the
Debtors in connection with this proceeding are:

         Michelle Tharnish      $135
         Julie Wenegewicz       $120
         Kathy Burzynski        $100
         Ashley Gerhard          $75

The professional services to be rendered by Sixt will include:

     A. preparation of the Debtors' tax returns for the year 2011;

     B. assisting in the preparation of financial statements and
        other financial reporting required by this Court and/or
        the United States Trustee, and

     C. providing such other services as may be required by
        developments in this case or otherwise requested by the
        Debtors.

The Debtors assure the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Select Tree Farms

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).

Judge Carl L. Bucki presides over the case.  Beth Ann Bivona,
Esq., at Damon Morey LLP, serves as the Debtors' counsel.


SOLAR TRUST OF AMERICA: Asks to Extend Time to File Plan
--------------------------------------------------------
Carla Main, substituting for Bloomberg bankruptcy columnist Bill
Rochelle, reports that Solar Trust of America LLC, the bankrupt
developer of thermal plants, asked the U.S. Bankruptcy Court in
Wilmington, Delaware, for more time to be the only party with the
right to file reorganization plan.  Solar Trust wants the
exclusivity period extended to Nov. 28 to file the plan and until
Jan. 28 to gather support for it. A hearing is scheduled on the
motion for Aug. 7.

According to the report, the company said it is "working
diligently" to complete a remaining sale resulting from the
bankruptcy auction of its assets.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to buy
the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying $10 million in
cash plus as much as $40 million when the project is finished.

The U.S. Bankruptcy Court in Delaware also approved selling
the 500-megawatt project under development in Desert Center,
California, to BrightSource Energy Inc. for a price that may
reach about $30 million.


SOMERSET MEADOWS: Plan Confirmation Hearing on Aug. 22
------------------------------------------------------
Judge Howard R. Tallman will convene a hearing Aug. 22, 2012, at
1:30 p.m. to consider confirmation of the Chapter 11 Plan of
Duvall-Watson LLC and Somerset Meadows LLC.

According to the disclosure statement order signed July 9, 2012,
creditors entitled to vote on the Plan must send their written
acceptances or rejections of the Plan on or before Aug. 13.
Aug. 13 is also the deadline for written objections to the Plan.

The Debtors say the substantive consolidation of the two estates
under the Plan should have little or no impact on creditors.  The
secured creditors will continue to hold their liens against the
parcels of property that are currently encumbered by their claims.
In fact, the First Tier Bank loan was made when the real property
for both Debtors was owned by Somerset.  The property owned by
Duvall was later transferred to Duvall subject to the FirstTier
Bank lien.  Mechanics lien claimants will continue to hold their
mechanics liens against the properties that were improved through
their goods and services.  The unsecured claims will only be paid
after all secured claims are paid.  The only two unsecured claims
in Duvall are duplicative of the same claims in Somerset.

The Disclosure Statement filed June 19, 2012, says that FirstTier
Nebraska, assignee of FirstTier Bank, Colorado, Colorado's secured
claim, will have an allowed claim of $7 million.  The lien
position of FirstTier will be unaffected by the Plan.  However, as
parcels of the property are sold, the lien will attach to the
proceeds subject to distribution under the Plan.  The interest
rate will be fixed at a rate of LIBOR plus 3 points as of the
confirmation date.  Commencing on Aug. 31, 2012, the claim will be
paid interest only on a monthly basis.  Added payments will be
applied to the secured claim as parcels of property are sold.

Holders of unsecured claims will receive a pro-rata distribution
of the net proceeds which remain from the sale of the real
property after senior creditor classes are paid in full.  The
maximum distribution to the class is $5 million.  Assuming that
the total amount of unsecured claims is $11.87 million, creditors
will receive 42% on account of each dollar of claim.  In addition
to the distributions from sale of the property, the unsecured
creditors will also receive the net recovery on any avoidance
actions.  Unsecured creditors will also have the option to receive
new member interests in the reorganized Debtor in lieu of payment.
Assuming $1.48 million in unsecured claims elect to receive new
member interests, the class can expect to receive 48% on account
of each dollar of claim.  It is estimated that not payments will
be made to unsecured creditors until the fifth year of the Plan or
later.

On the effective date of the Plan, all membership interests will
be cancelled.  If the election under Sec. 1111(b) is applied by
FirstTier, equity interest holders will not be impaired and will
retain their interests.

The Disclosure Statement notes that the Bank has made an election
under 11 U.S.C. Sec. 1111(b) to have its entire claim treated as
secured notwithstanding that the fact that it is only partially
secured based on the value of the bank's collateral.  This
election will allow the Bank to recover added payment should the
value of the property increase.  The Bank will not be able to vote
as an unsecured creditor and will not participate in any recovery
as an unsecured creditor since it will no longer have a bifurcated
claim.

A copy of the Disclosure Statement is available for free at:

    http://bankrupt.com/misc/Somerset_Meadows_DS_061912.pdf

                         About the Debtors

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each Debtor estimated $10 million to $50 million
in assets and debts.


SOUTH BAY LUBE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
South Bay Lube Inc. filed its schedules of assets and liabilities
and statement of financial affairs, disclosing:

     Name of Schedule          Total Assets   Total Liabilities
     ----------------          ------------   -----------------
A - Real Property               $2,566,231
B - Personal Property           $2,186,658
C - Property Claimed
       as Exempt
D - Creditors Holding Secured
       Claims                                        $9,527,616
E - Creditors Holding Unsecured
       Priority Claims                                 $193,244
F - Creditors Holding Unsecured
       Non-Priority Claims                           $2,048,808
                               ------------   -----------------
                                 $4,752,889         $11,769,670

                       About South Bay Lube

Sarasota, Florida-based South Bay Lube, Inc., filed a Chapter 11
bankruptcy petition (Bankr. M.D. Fla. Case No. 12-07356) on
May 11, 2012, in Tampa.  South Bay Lube operates 26 Jiffy Lube
stores in Florida.

Judge Caryl E. Delano oversees the case.  Edward J. Peterson, III,
Esq., and Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., serves as the Debtor's counsel.  The petition was
signed by Jason C. Thomas, vice president.


SHAMROCK-SHAMROCK: Has OK to Hire Jeffrey Badgley for State Suit
----------------------------------------------------------------
Shamrock-Shamrock Inc. obtained authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to retain
Jeffrey Scott Badgley, Esq., as attorney to represent the Debtor
in certain State Court litigation proceedings.

As reported by the Troubled Company Reporter on Feb. 24, 2012, the
Debtor is in need of an attorney versed in legal malpractice and
litigation to represent the Debtor-in-Possession before State
Court relating to claims against a former attorney for the Debtor
and his firm for alleged legal malpractice related to foreclosure
defense.  These claims would generate funds to be paid to
unsecured creditors in the Chapter 11 Plan of the Debtor.

                   About Shamrock-Shamrock Inc.

Daytona Beach, Florida-based Shamrock-Shamrock Inc. owns 70
parcels of Florida real property.  It filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 11-07061) on May 10, 2011.
Judge Arthur B. Briskman presides over the case.  The Law Offices
of Mickler & Mickler serves as bankruptcy counsel.  The Debtor
tapped George Gingo, Esq., to represent the Debtor in certain
claims litigation proceedings; Stephen R. Ponder to represent the
Debtor in certain state court litigation proceedings, and Marshall
J. Gilmore, Esq., to represent in certain state court litigation
proceedings.

The Debtor disclosed in its amended schedules $12,904,154 in
assets and $17,036,102 in liabilities.  In the original schedules,
the Company disclosed assets of $12,904,154 and liabilities of
$17,021,201, owing on mortgages to a variety of lenders.


STOCKTON, CA: Pre-Ch. 9 Sessions Yielded Few Deals
--------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that aside from
tentative agreements with a few city unions, fiscally troubled
Stockton, Calif.'s state law-mandated prebankruptcy mediation
yielded no deals with creditors, some of whom argue the city never
intended to avoid bankruptcy, according to papers the city filed
Friday.

Stockton, the largest city ever to file for bankruptcy, filed
hundreds of pages of documents in California bankruptcy court
about the prebankruptcy closed-door negotiations with creditors
required under A.B. 506, according to Bankruptcy Law360.

                      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.


TEXAS PROFESSIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Texas Professional Divers, LLC
        146 Auburn Ridge
        Spring Branch, TX 78070

Bankruptcy Case No.: 12-52227

Chapter 11 Petition Date: July 20, 2012

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: J. Raymond Karam, Esq.
                  El Hidalgo Bldg
                  110 Sprucewood
                  San Antonio, TX 78216
                  Tel: (210) 828-1241
                  E-mail: raymondkaram@grandecom.net

Scheduled Assets: $1,205,150

Scheduled Liabilities: $1,547,513

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-52227.pdf

The petition was signed by Pete Runco III, manager.


THORNBURG MORTGAGE: Judge Denies Bid to Move Trustee's $2BB Suit
----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge Benson Everett Legg rejected a Monday bid by Credit Suisse
International, UBS AG and others to move from bankruptcy court an
adversary suit the trustee for TMST Inc. filed to recover
$2 billion in allegedly improper coercive agreements he claimed
unraveled the lender.

Bankruptcy Law360 relates that Judge Legg said at least 28 of the
31 counts leveled against them by trustee Joel I. Sher of Shapiro
Sher Guinot & Sandler are under the core purview of the bankruptcy
court.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRAINOR GLASS: Can Continue Talks With Lender, Committee on Plan
----------------------------------------------------------------
Trainor Glass Company won an extension through Sept. 10, 2012, of
the exclusive time period to file a chapter 11 plan, and through
Nov. 9 of the exclusive time period to solicit plan votes.

The Debtor said it has been working closely with the Creditors
Committee and its secured lender, First Midwest Bank, to discuss
the structure of a plan.  The Debtor also said it has been
liquidating assets with the authorization of the Court.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Aug. 13 Set as Claims Bar Date
---------------------------------------------
The Bankruptcy Court set Aug. 13, 2012, as the last day for
creditors to file proofs of claim in the Chapter 11 case of
Trainor Glass Company.  Government entities have until Sept. 5, to
file their proofs of claim.

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIBUNE CO: Judge Signs Plan Confirmation Order
-----------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware confirmed July 23 the Fourth Amended Plan of
Reorganization for Tribune Co. and its affiliated debtors.  The
confirmed plan was proposed by the Debtors, the Official
Committee of Unsecured Creditors, Oaktree Capital Management,
L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A.

The bankruptcy judge signed off the order after indicating last
week that he would confirm the restructuring plan if changes were
made to resolve objections from creditors.

The court order gives a group of senior creditors control of the
Chicago media company, which owns the Chicago Tribune, Los
Angeles Times, KTLA-TV Channel 5 and other media properties.

The confirmation is one of the two steps Tribune needs to emerge
from bankruptcy protection.  The company also needs to get
approval from the Federal Communications Commission of its
application to transfer its TV and radio broadcast licenses to
the new owners.

The new owners are led by Oaktree Capital Management, Angelo
Gordon & Co. and JPMorgan Chase & Co.  They will be seeking $1.1
billion in new debt financing and a $300 million line of credit
for the restructuring plan, according to an AFP report.

Junior creditors led by Aurelius Capital Management LP, a New
York-based investment fund, have said they plan to appeal Judge
Carey's July 23 decision.

The group will ask the district court in Delaware to determine
whether Judge Carey erred in approving the settlement of claims
against the banks and arrangers who financed and facilitated the
2007 leveraged buyout of Tribune Co.

The Aurelius-led group has already filed a motion to stay, which
if approved, would defer the consummation of the proposed plan
until the final resolution of its appeal.  The group is asking
for expedited hearing on its request.

Only a few experts expect appeals to gain traction because of the
careful way Judge Carey fashioned his order.  Instead, junior
creditors likely will shift their attention to a federal district
court in New York where they are suing 35,000 former Tribune
shareholders who were cashed out in the company's 2007 buyout as
well as its architect Sam Zell and certain Tribune directors and
officers, according to a July 23 report by the Los Angeles Times.

Sources said the new owners, which also include distressed-debt
investor Angelo, Gordon & Co. and JPMorgan Chase & Co., are still
mulling candidates for board seats and for chief executive, and
have yet to set a clear game plan for what to do with their new
investment, the Los Angeles Times reported.

The newspaper group has shrunk in value to roughly $623 million,
while its 23 television stations are worth $2.9 billion.  It has
some $2 billion in equity in other assets including the Food
Network and CareerBuilder.com, AFP reported, citing company data
as its source.

A full-text copy of Judge Carey's July 23, 2012, Plan
Confirmation Order is available for free at:

        http://bankrupt.com/misc/tribunejuly23planorder.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Aurelius Appeals Plan Confirmation
----------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities, is taking an appeal from Judge Kevin Carey's order
confirming the Fourth Amended Plan of Reorganization for Tribune
Co.

Judge Carey on July 23 confirmed the Amended Plan, which was
proposed by the Debtors, the Official Committee of Unsecured
Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co.,
L.P., and JPMorgan Chase Bank, N.A.

Aurelius, which filed a competing plan for the Debtors, wants the
District Court in Delaware to determine whether the Bankruptcy
Court erred in approving the settlement of valuable estate claims
against the banks and arrangers who financed and facilitated the
extremely leveraged buyout of Tribune Company in 2007, and the
parties who purchased the LBO debt thereafter.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: "Occupy Chicago Tribune" Wins Infringement Suit
-----------------------------------------------------------
The World Intellectual Property Organization decided in favor of
the Occupy Chicago Tribune website over claims of the Chicago
Tribune Co. that it was infringing on its brand, according to a
July 18 report by Examiner.com.

Last month, Chicago Tribune filed a complaint with WIPO accusing
the Occupied Chicago Tribune Web site of infringement after it
allegedly used the Chicago Tribune name.

WIPO's administrative panel issued the decision July 17 denying
the Uniform Domain Name Dispute Resolution Policy (UDRP)
complaint filed by Chicago Tribune regarding the domains
occupiedchicagotribune.org and occupychicagotribune.org  If the
complaint had been successful, WIPO would have ordered the
transfer of the Occupy domain names to Chicago Tribune Co.,
according to the report.

Late last year, Chicago Tribune Co. had asked the group to stop
using the Chicago Tribune name but the latter did not respond and
continued to publish its products, Examiner.com reported.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNITED MARITIME: Moody's Withdraws 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn its B2 Corporate Family
and B2 Probability of Default ratings assigned to United Maritime
Group, LLC. UMG on June 11, 2012 irrevocably called for redemption
all of its outstanding 11.75% senior secured second lien notes due
2015. These notes were paid off in full on July 11, 2012 and their
B3 rating was withdrawn on that date. The reason for the
withdrawal of the family ratings is that the company has no debt
obligations outstanding.

Ratings Rationale

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

United Maritime Group, LLC, headquartered in Tampa, Florida,
through its wholly-owned operating companies, provided blue water
and brown water, Jones Act dry-bulk shipping services. The company
divested two of its three operating companies during the second
quarter of 2012.


VANILLA WOODWARD: Court Wants Disclosure Statement Amended
----------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker directed Vanilla Woodward LLC to
amend the disclosure statement dated June 28, 2012, explaining its
Chapter 11 plan of reorganization.  The Court declined to approve
the disclosure statement, citing problems that the Debtor must
correct.  The amendment was due to be filed July .

Based in Troy, Michigan, Vanilla Woodward, LLC filed for Chapter
11 protection on Feb. 29, 2012 (Bankr. E.D. Mi Case No. 12-44862).
Judge Marci B. McIvor presides over the case.  Morris B.
Lefkowitz, Esq., at Law Office of Morris B. Lefkowitz, represents
the Debtor.  The Debtor listed assets of $1,100,000, and
liabilities of $1,147,654.


VICTORY DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Victory Development LLC
        16929 Highway 99 Ste 100
        Lynnwood, WA 98037

Bankruptcy Case No.: 12-17520

Chapter 11 Petition Date: July 19, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Jason E. Anderson, Esq.
                  LAW OFFICE OF JASON E ANDERSON
                  8015 15th Ave NW Ste 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  E-mail: jason@jasonandersonlaw.com

Scheduled Assets: $3,636,279

Scheduled Assets: $4,046,457

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-17520.pdf

The petition was signed by Christian Kar, managing member.


WARNER SPRINGS: Wants Exclusivity Extended to Pursue Ranch Sale
---------------------------------------------------------------
Warner Springs Ranchowners Association asks the Bankruptcy Court
to extend its exclusive periods to file and solicit acceptances of
a plan of reorganization.  Specifically, Warner Springs wants the
exclusive plan filing period extended by roughly eight months, up
to and including March 1, 2013, and the exclusive solicitation
period by roughly 10 months, up to and including June 28, 2013.

Absent an extension, the exclusive plan filing period was to
expire June 29, 2012, and the exclusive solicitation period would
run through Aug. 28.

The Debtor said the bankruptcy case involves the sale of the ranch
which is co-owned by the Debtor and over 1,200 other individuals
and entities.  On May 4, 2012, the Debtor filed a complaint
pursuant to 11 U.S.C. Sec. 363(h) seeking authority to sell the
entire Ranch.  The Adversary Proceeding is in the very early
stages of the process.

The Debtor said it has entered into a listing agreement with CB
Richard Ellis as its broker to assist with the marketing and sale
of the Ranch.  Due to the unique nature of the Ranch and the
desire to fully expose it to the market, obtain and present a
qualified offer and obtain a bidding procedures order, it will
likely take significant time to complete a sale of the Ranch.

The Debtor said the proceeds from the sale will form the basis of
the Debtor's plan of reorganization and is the sole means of
recovery for the Debtor's creditors and the UDI owners.

A hearing on the Motion to Extend Exclusivity is set for Aug. 30.

         About Warner Springs Ranchowners Association

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor's amended schedules disclosed
$14,079,894 in assets and $1,466,076 in liabilities as of the
Chapter 11 filing.


WARNER SPRINGS: UDI Owners Want Creditors Committee
---------------------------------------------------
An ad hoc group of individuals who purchased undivided tenancy-in-
common interests in the Warner Springs Ranch is asking the
Bankruptcy Court to appoint an official committee of unsecured
creditors in the Chapter 11 case of Warner Springs Ranchowners
Association.

The group also expressed interest in serving as member of the
Committee.

The Ad Hoc Committee said the U.S. Trustee has an affirmative
obligation to appoint an official committee of unsecured creditors
as soon as possible after a chapter 11 petition for relief has
been filed.

The Ad Hoc Committee argued that time is of the essence in light
of the motion filed by the Pala Band of Mission Indians to convert
the bankruptcy case or have a chapter 11 trustee appointed.  A
committee, the Ad Hoc Committee argued, should be promptly
appointed to address the Pala's motion on behalf of all general
unsecured creditors.

The Ad Hoc Committee also said it recently learned that the U.S.
Trustee has decided not to consider or solicit any UDI Owners to
sit on any committee, because, in the U.S. Trustee's belief, the
UDI Owners are neither creditors nor equity security holders.

The Ad Hoc Committee said the UDI Owners also hold pre-petition
contingent unliquidated claims arising from ownership rights in
the Ranch.  The group said the UDI Owners have expressed a keen
interest in serving on the Official Committee and economically
have the most at stake in this bankruptcy case.

The Ad Hoc Committee of UDI Owners is represented by:

          Ali M.M. Mojdehi, Esq.
          Brian W. Byun, Esq.,
          COOLEY LLP
          4401 Eastgate Mall
          San Diego, CA 92121-1909
          Tel: (858) 550-6000
          Fax: (858) 550-6420
          E-mail: amojdehi@cooley.com

         About Warner Springs Ranchowners Association

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor's amended schedules disclosed
$14,079,894 in assets and $1,466,076 in liabilities as of the
Chapter 11 filing.


WAVEDIVISION HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family and
probability of default ratings to WaveDivision Holdings, LLC
(Wave), a Ba3 rating to its proposed first lien credit facility,
and a Caa1 rating to its proposed bonds. The outlook is stable.

In June, Wave announced that Oak Hill Capital Partners (Oak Hill),
GI Partners (GI) and Wave management would acquire Wave from
Sandler Capital Management (with management reinvesting its
current equity stake). The proposed transaction incorporates $200
million of cash equity from Oak Hill and GI and $40 million of
rollover equity from management. The equity contribution
represents 25% of the approximately $950 million transaction
value, with remaining funding for the acquisition and to repay
Wave's existing debt coming from a proposed $50 million first lien
revolver (expected to be undrawn at close), a $471 million first
lien term loan, and $250 million of senior unsecured notes.

A summary of the actions follows.

WaveDivision Holdings, LLC

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    Senior Secured First Lien Credit Facility, Assigned Ba3,
    LGD3, 32%

    Senior Unsecured Bonds, Assigned Caa1, LGD5, 86%

    Outlook, Stable

Ratings Rationale

Moody's expects leverage in the high 6 times debt-to-EBITDA range
pro forma for the transaction and adjusting for Wave's January
2012 acquisition of Broadstripe assets in Seattle. This leverage
poses risk for a small company in the intensely competitive pay
television industry. However, Moody's expects the good liquidity
profile to enable incremental growth investment, facilitating a
decline in leverage primarily through EBITDA growth, recognizing
the company's track record of leverage reduction. Video
penetration of about 26% is well below rated incumbent peers, but
this relatively weaker penetration reflects a lower starting point
more so than erosion of video subscribers in excess of peers.
Wave's high quality, fiber rich network supports the potential for
continued cash flow growth from the high speed data product and
the commercial business, as well as asset value. The private
equity ownership creates event risk, though Moody's expects the
company to focus on value appreciation through growth rather than
distributions to the sponsors over the next several years.

Moody's rates the first lien bank debt Ba3, two notches above the
B2 CFR, due to junior capital provided by the $250 million of
unsecured bonds. However, given that first lien debt represents
about two-thirds of the debt capital structure, any upsize of the
first lien bank debt would likely result in a lower rating on this
instrument.

The stable outlook incorporates expectations for Wave to generate
modestly positive free cash flow, to maintain adequate or better
liquidity, and for leverage to trend toward 6 times debt-to-EBITDA
over the next 18 months. The outlook also assumes stable to
improving Triple Play Equivalent penetration and revenue per homes
passed (using metrics pro forma for the Broadstripe acquisition as
a starting point).

The high leverage, lack of scale, sponsor ownership, and weaker
than peers TPE and revenue / homes passed metrics constrain upward
momentum. An upgrade is highly unlikely given the magnitude of
improvement in metrics required to sustain a higher rating.
However, Moody's would consider an upgrade with progress toward
and a commitment to maintaining leverage below 4 times debt-to-
EBITDA and free cash flow to debt in the high single digits. An
upgrade would also require expectations for maintenance of good
liquidity.

Inability to reduce leverage,expectations for sustained negative
free cash flow, deterioration of the liquidity profile, or
material weakening of subscriber trends could have negative
ratings implications.

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

Headquartered in Kirkland, Washington, WaveDivision Holdings, LLC
(Wave) provides cable television, high speed data and telephone
services to residential and commercial customers in and around the
Seattle, Sacramento, San Francisco, and Portland markets. Pro
forma for its January 2012 acquisition of Broadstripe, annual
revenue is approximately $250 million. In June, Oak Hill Capital
Partners (Oak Hill), GI Partners (GI) and Wave management
announced plans to acquire Wave from Sandler Capital Management
and management (with management reinvesting its equity ownership).


WINDSTREAM CORP: S&P Rates Proposed $900MM Secured Debt 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '1' recovery rating to the Little Rock-based incumbent
local exchange carrier (ILEC) Windstream Corp.'s proposed $300
million senior secured term loan A-4 due 2017 and $600 million
senior secured term loan B-3 due 2019. The '1' recovery rating
indicates expectations for very high (90%-100%) recovery in the
event of payment default. "We also affirmed our 'BB+' issue-level
rating on Windstream's amended and restated senior secured credit
facility," S&P said.

"Additionally, we lowered the issue-level ratings on Windstream's
senior unsecured debt and subsidiary PAETEC Holding Corp.'s senior
unsecured debt to 'B' (two notches below the corporate credit
rating) from 'B+' and revised the recovery rating to '6' from '5'.
The '6' recovery rating indicates expectations for negligible (0%-
10%) recovery in the event of payment default. The lower recovery
rating results from the increased amount of secured debt from the
current transaction, which dilutes recovery prospects for the
senior unsecured debt. Although we expect the company to use
proceeds to repay about $800 million outstanding under the
revolver, our recovery analysis includes the expectation that the
revolver is fully drawn in our default scenario," S&P said.

"Our 'BB-' corporate credit rating and stable outlook on
Windstream are not affected by the new debt. Pro forma adjusted
leverage of around 4.1x is only modestly higher than the 4.0x
actually achieved for the rolling 12 months nded March 31, 2012,
and still supportive of the company's 'aggressive' financial risk
profile," S&P said.

"The ratings on Windstream reflect an aggressive financial risk
profile, incorporating the company's shareholder-oriented
financial policy with a commitment to a substantial common
dividend, which limits potential debt reduction. Standard & Poor's
also expects leverage to remain high because of the company's
aggressive acquisition strategy. We consider the business risk
profile 'weak,' based on industrywide competitive pressures from
wireless substitution and cable telephony, with resultant ongoing
access-line losses. Through a series of acquisitions, the company
has increased its exposure to business segments with some growth
potential but even greater competition, including competitive
local exchange carriers, which have lower margins and depend on
the incumbent local telephone company to provide services," S&P
said.

"Tempering factors include the company's solid market position as
the leading provider of telecommunications services in somewhat
less competitive and geographically diverse secondary and tertiary
markets, growth from digital subscriber-line services, still-
healthy EBITDA margins, and solid free operating cash flow," S&P
said.

RATINGS LIST

Windstream Corp.
Corporate Credit Rating              BB-/Stable/--

New Ratings

Windstream Corp.
Senior Secured
  $300 mil term loan A-4 due 2017     BB+
   Recovery Rating                    1
  $600 mil term loan B-3 due 2019     BB+
   Recovery Rating                    1

Downgraded; Recovery Ratings Revised
                                      To               From
Windstream Corp.
PAETEC Holding Corp.
Senior Unsecured                     B                B+
   Recovery Rating                    6                5

Ratings Affirmed

Windstream Corp.
Senior Secured                       BB+
   Recovery Rating                    1


WINDY CITY PENNA: Inability to Reach Deal Cues Bankruptcy Filing
----------------------------------------------------------------
Wind City Penna Oil & Gas LLC has filed for chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware.

According to Chapter11Cases.com, the primary driver of the
Debtor's decision to file for bankruptcy protection appears to be
its inability to reach an out-of-court restructuring agreement
with creditor Keane Brothers, L.P.  The Keane Brothers claim is a
result of the settlement of litigation between Wind City Penna and
Keane & Sons Drilling Corporation.  That litigation, commenced in
March 2010, was based upon amounts that Keane asserted were owed
to it as a result of work it performed for the debtor.

The report notes, in September 2010, the litigation was settled
and the debtor agreed to pay Keane almost $2 million plus interest
at 6% per annum pursuant to a term note.  The final balloon
payment on the term note was due on April 16, 2012.  As a result
of the Debtor's inability to satisfy that balloon payment
obligation, Keane filed a confession of judgment in the amount
of approximately $1.77 million in the Court of Common Pleas  in
McKean County, Pennsylvania.  That filing acts as a lien on Wind
City Penna's real property within McKean County, the report says.

The report adds the company is a wholly owned affiliate of Wind
City Oil & Gas LLC, which did not file for bankruptcy.  Wind City
Oil & Gas is an independent oil and gas energy company engaged in
the acquisition, exploitation, development, production, operation
and commercialization of natural gas and oil properties primarily
in the Appalachian Basin of the United States.


YELLOW MEDIA: S&P Lowers CCR to 'CC' on Distressed Exchange Offer
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based classified directory published
Yellow Media Inc. to 'CC' from 'CCC'. The outlook is negative.

Standard & Poor's also lowered its issue-level rating on Yellow
Media's senior unsecured debt to 'CC' from 'CCC' and lowered the
issue-level rating on its convertible subordinated debentures to
'C' from 'CC'. The recovery ratings on these securities are
unchanged at '4' and '6'. At the same time, Standard & Poor's
affirmed its 'D' issue-level rating on the company's preferred
shares. Standard & Poor's removed the ratings from CreditWatch,
where they were placed May 10, 2012.

"The downgrade follows the company's announcement earlier in the
day that it is soliciting creditor approval to restructure its
existing debt in a transaction that we view as a distressed
exchange as per our criteria," said Standard & Poor's credit
analyst Madhav Hari.

"Yellow Media announced earlier it has started an offer to
exchange its existing unsecured credit facilities and medium-term
notes, totaling C$1.8 billion, for a combination of C$750 million
9% senior secured notes due 2018, C$100 million of 8% subordinated
unsecured exchangeable debentures due 2022 (12% interest if paid
in additional debentures), C$250 million of cash, and 82.5% of the
new common shares. The company has offered holders of existing
convertible subordinated debentures, preferred shares, and common
shares to exchange those for 17.5% of the new common shares and
warrants representing 10% of aggregate new common shares.
According to our criteria, we view this as a distressed exchange
and tantamount to a default," S&P said.

The exchange offer, if completed, would reduce reported total debt
and preferred shares to C$854 million from about C$2.8 billion at
March 31, 2012, and improve the company's pro forma debt-to-EBITDA
ratio (adjusted as per Standard & Poor's criteria) to about 1.8x
from 4.1x.

"The outlook on Yellow Media is negative. If the company completes
the proposed exchange offer, we will lower all ratings to 'D'.
Following the exchange, we will reassess our ratings on Yellow
Media, and assign recovery and issue-level ratings to the new
debt," S&P said.


* Moody's Says Downgraded Non-Profit Healthcare Debt Increases
--------------------------------------------------------------
The $2.78 billion of downgraded debt of the US not-for-profit
healthcare sector in the second quarter exceeded the dollar amount
of upgraded debt, $2.11 billion, for a ratio of 1.32 to 1, says
Moody's Investors Service in a new report, "US Not-For-Profit
Healthcare Quarterly Ratings: Downgraded Debt Trumps Upgraded Debt
in Second Quarter 2012, Reversing Prior Trends."

The finding contradicts eight of the past 13 quarters in which
total upgraded debt exceeded downgraded debt as many of the
upgrades were for larger systems that carry more debt than smaller
providers.

"The increased proportion of downgrades were driven by the
continued slow economic recovery, increasing pressure on state
budgets, and a large and growing federal deficit," said Moody's
Associate Analyst Carrie Sheffield, author of the report. "The
deficit problem may lead to reductions in Medicare and Medicaid,
which translate into weak volumes and revenue declines for
hospitals."

The number of downgrades, 12, also surpassed the quarter's nine
upgrades for a ratio of 1.33 to 1. The ratios are in keeping with
the negative conditions faced by the sector, according to the
Moody's report, "US Not-For-Profit Healthcare Quarterly Ratings:
Downgraded Debt Trumps Upgraded Debt in Second Quarter 2012,
Reversing Prior Trends."

"Also, the majority of hospital ratings now under review are being
considered for possible downgrade," said Sheffield. "We believe
that downgrades will continue to outpace upgrades with upgrades
due primarily to strong management, increased revenues from state
provider taxes, and mergers."

Consistent with the longstanding trend of affirmations far
exceeding rating changes, Moody's affirmed 84 ratings in the
second quarter, representing 80% of all rating activity and
affecting approximately $55.5 billion of debt. Five of the rating
affirmations had outlook changes in the negative direction and six
in the positive direction.

"Despite the increase in positive outlooks over negative outlooks,
we still believe downgrades will continue to outpace upgrades,"
said Sheffield.

The Moody's report also captured rating activities for the first
half of this year. They included 23 downgrades and 20 upgrades,
although upgraded debt of $4.86 billion debt was greater than
downgraded debt of $4.22 billion.


* Market for Debt Shifts as Private Equity Loads Up on Junk
-----------------------------------------------------------
Lisa Abramowicz at Bloomberg News reports that private-equity
firms that fueled an expansion in the market for junk bonds and
loans during the leveraged buyout boom are now loading up on that
debt as takeovers dwindle.

According to the report, LBO firms are expanding purchases of
speculative-grade bonds and loans as dealers cut their corporate
debt holdings by 84% since 2007 and investors shifted $41.4
billion this year into funds that buy the assets.  KKR & Co. plans
to open two debt funds for individuals to help bolster its
offerings beyond leveraged-buyout funds after the value of
private-equity deals in the second quarter fell 36% from a year
earlier.

Private-equity firms are betting on credit even as a global rush
of cash into junk-rated debt in the U.S. pushes yields on the
bonds to within 0.5 percentage point of the record low, according
to Bank of America Merrill Lynch index data.  The U.S. market for
high-yield, high-risk, or junk bonds, rated below Baa3 by Moody's
Investors Service and lower than BBB- at Standard & Poor's, has
expanded to $1.01 trillion from $634.9 billion three years ago.


* CME Group May Move Customer Funds to Clearinghouses
-----------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the world's
largest futures exchange on Monday said it was considering the use
of clearinghouses to hold its customer funds, saying the infamous
collapses of MF Global Inc. and Peregrine Financial Corp. require
the derivatives industry to bolster safeguards to prevent
corporate malfeasance.

In a letter to customers, CME Group Inc. Executive Chairman Terry
Duffy and Chief Executive Officer Phupinder Gill said they were
"appalled" by the recent failures of MF Global and Peregrine and
called for the industry to take greater lengths to protect
customer.


* Bankruptcy Courts' Centralized Processing to Save $1.2MM
----------------------------------------------------------
Return one undelivered bankruptcy notice and court staff can
manually process the piece.  Return over 700,000 mail pieces to
the bankruptcy courts annually and postage can cost the Judiciary
roughly $1.25 million per year in addition to staff processing
time. That's what the courts will save when, effective Oct. 15,
2012, the Bankruptcy Noticing Center begins accepting, processing
and securely disposing of returned mail.

All bankruptcy courts use the BNC for notice production and
distribution services and last year the BNC transmitted more than
160 million notices to bankruptcy filers and creditors.

Currently, returned mail is handled by the BNC contractor, by the
court, and by the debtor's attorney. While the debtor's attorney
will continue to receive mail as the designated return addressee,
the remainder of the returned mail will be consolidated and
processed by the BNC.

For the bulk of mail returned by the post office, the BNC will
scan a unique bar code on the returned mail to log and identify
the envelope contents, and generate an email notification of
returned mail to the debtor's attorney -- all without opening the
envelope.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 2-4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

October 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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