TCR_Public/120731.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 31, 2012, Vol. 16, No. 211

                            Headlines

1301 INVESTMENTS: Case Summary & 10 Unsecured Creditors
237 EAST: Seeks Plan Extension as Counsel Busy With Another Case
400 BLAIR: Wells Fargo Permitted to Foreclose
8 MILE: Chapter 11 Case Summary & 4 Unsecured Creditors
AGY HOLDING: Decides to Initiate Process to Sell CFM Business

ALMA ROSA: Case Summary & 6 Unsecured Creditors
AMERICAN AIRLINES: Has Deal With American Eagle Flight Attendants
AMWEST IMAGING: Posts $201,000 Net Loss in May 31 Quarter
ARCTIC GLACIER: H.I.G. Capital Buys Arctic Glacier Income Fund
BONAVIA TIMBER: Plan Confirmed After Deal With Secured Creditor

CAESARS ENTERTAINMENT: Amendment to 2012 Incentive Plan Approved
CAPITALSOURCE INC: S&P Affirms 'B+/C' Counterparty Credit Ratings
CAROLEE'S PROPERTIES: Case Summary & 2 Unsecured Creditors
CHARMING SHOPPES: S&P Ups Corp. Credit Rating to 'BB-'; Off Watch
CINRAM INTERNATIONAL: Sale to Najafi Gets U.S. Court Approval

CIRCLE ENTERTAINMENT: Borrows $450,000 from Directors, et al.
CIRCLE STAR: To Issue 5.2 Million Common Shares Under 2011 Plan
CITY CENTRAL: City Council Wants Receiver Discharged
CLEARWIRE CORP: Incurs $145.8 Million Net Loss in Second Quarter
COPPERAS CREEK: Debt Buyer Fails in Bid to Dismiss Bankruptcy Case

CORNERSTONE BANCSHARES: Posts $311,000 Net Income in 2nd Quarter
CRET RESTORATION: Files List of Largest Unsecured Creditors
CRET RESTORATION: Files Schedules of Assets and Liabilities
CUSTER ROAD: To Present Plan for Confirmation on Sept. 27
DAVITA INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable

DAZ VINEYARDS: Taps Casterline as Counsel in Pacific Funding Case
DELCOR USA: Case Summary & 20 Largest Unsecured Creditors
DEX ONE: Reports $52.9 Million Net Income in Second Quarter
DIVERSINET CORP: Incurs $1.1-Mil. Net Loss in Second Quarter
DUNKIN' BRANDS: Share Repurchase Won't Affect Moody's 'B2' CFR

DZ.EYE.N STUDIOS: Hires Cox Smith Matthews as Attorneys
ENNIS COMMERCIAL: Wells Fargo Has Plan for Owner Ben Ennis
EXPERT CAR: Case Summary & 4 Unsecured Creditors
FLEXIBLE WHIPS: Case Summary & 20 Largest Unsecured Creditors
FLORIDIAN VEST: Case Summary & 16 Unsecured Creditors

GATZ PROPERTIES: Sec. 341 Creditors' Meeting Set for Aug. 24
GAVILON GROUP: S&P Keeps 'BB' Corp. Cedit Rating on Watch Positive
GENPOWER TECHNOLOGIES: Voluntary Chapter 11 Case Summary
GLOBAL SHIP: Inks New Time Charters for Two Containerships
GREENFIELD ETHANOL: S&P Alters Ratings Outlook to Negative

GUIDED THERAPEUTICS: Agrees with FDA on Plan for LuViva
HARPER BRUSH: Committee Taps Freeborn & Peters as Counsel
HAWAIIAN TELCOM: Bid to Withdraw Reference in Ruley Suit Due Nov.
HAWKER BEECHRAFT: Judge Holds Back Decision on Bonus Plan
HAWKER BEECHCRAFT: Machinists to Block Excessive Bonuses for Exec

HOVNANIAN ENTERPRISES: S&P Alters Ratings Outlook to Positive
HUGHES TELEMATICS: Completes Merger with Verizon Telematics
ICONIC IMPORTS: Bankr. Pending Discharge, Says Parent
INTERNATIONAL HOME: Court OKs $250,000 Loan from Principal
INTERPOOL INC: S&P Assigns B+ Corp. Credit Rating; Outlook Stable

KINGSBURY CORP: Brendan Recupero Withdraws as Committee's Counsel
KMC REAL ESTATE: Plan of Reorganization Confirmed
KNOTT'S INTERIORS: Case Summary & 20 Largest Unsecured Creditors
KNOWLEDGE UNIVERSE: S&P Lowers Issuer Credit Ratings to 'CCC'
LACK'S STORES: Landlord, Not Assignee, Can File Rejection Claim

LEHMAN BROTHERS: Files Updated Cash Flow Estimates
LEE'S FORD: Court Approves DelCotto Law Group as Counsel
LEVEL 3: Lowers Second Quarter Net Loss to $62 Million
LIBORIO MARKETS: Judge Converts Chapter 11 Case to Chapter 7
LIGTHSQUARED INC: Final Order for $41 Million DIP Loan Entered

MAXUM PETROLEUM: S&P Puts 'B' Corp. Credit Rating on Watch Pos
MIRAGE BOTTLING: Case Summary & 20 Largest Unsecured Creditors
MORGAN INDUSTRIES: Court Approves $2-Million BofA Financing
MPG OFFICE: R. Maguire Redeems 3.9 Million Partnership Units
MTS GOLF: U.S. Bank Won't Consent to Cash Collateral Use

MTS GOLF: Sec. 341 Creditors' Meeting Set for Aug. 21
MUSCLEPHARM CORP: Board of Directors Expanded to 5 Members
NASHVILLE BILTMORE: Files for Chapter 11 Bankruptcy Protection
NAKNEK ELECTRIC: Has $6 Million Loan to Fund Fuel Purchase
NATIONAL HOLDINGS: Receives Add'l $2 Million Financing from NSGP

NET TALK.COM: Extends Maturity of Senior Debentures to 2013
NEW YORK TIMES: S&P Revises Outlook on 'B+' CCR to Stable
NORTEL NETWORKS: CCAA Stay Period Extended to Oct. 31
OAJ LLC: Chapter 11 Case Summary & Unsecured Creditor
OSI RESTAURANT: Estimates Revenue of $980.9MM in Second Quarter

OSI RESTAURANT: Commences Tender Offer for 10% Senior Notes
PENN TREATY: Board Approves Changes to Directors' Compensation
PHILADELPHIA NEWSPAPERS: Defamation Claimants Lose 3rd Cir. Fight
PINNACLE AIRLINES: Taps Deloitte Tax to Provide Advisory Services
POLYMER GROUP: Moody's Affirms 'B1' CFR/PDR; Outlook Stable

PORTER BANCORP: Incurs $319,000 Net Loss in Second Quarter
PORTER BANCORP: Names John Taylor President and CEO of PBI Bank
PREFERRED FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
PREMIER PAVING: Court Grants Short Exclusivity Extension
QPL INC: Case Summary & 20 Largest Unsecured Creditors

QUALTEQ INC: Case Trustee May Expand Scope of Crowe Horwath's Work
QUALTEQ INC: Case Trustee Taps Hilco as Real Estate Advisors
QUANTUM FUEL: Sells $1.9 Million Bridge Notes to Investors
QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to 'B2'
R.E. LOANS: Plan of Reorganization Declared Effective

RANCHER ENERGY: Posts $882,900 Net Loss in Fiscal 2012
REAL ESTATE: Voluntary Chapter 11 Case Summary
REGAL ENTERTAINMENT: Reports $37.2 Million Net Income in Q2
RHODE ISLAND STUDENT: Moody's Lifts Ratings on 12 Bond Classes
ROCHA DAIRY: Court Continues Hearing on Dismissal Bid to September

RG STEEL: Willkie Farr Bills $1.35-Mil. for A Month's Work
RITZ CAMERA: Taps David Angress to Provide Consulting Services
RITZ CAMERA: Taps Kurtzman Carson to Provide Admin. Services
RITZ CAMERA: Taps SSG Capital as Exclusive Investment Banker
RITZ CAMERA: Winthrop Couchot Tapped as California Counsel

RIVER-BLUFF ENTERPRISES: Sec. 341 Creditors' Meeting on Aug. 27
RIVER-BLUFF ENTERPRISES: Status Conference Set for Aug. 29
RYLAND GROUP: Reports $6.0 Million Net Income in Second Quarter
SAN JUAN BAUTISTA MEDICAL: Suit v Power Operator Goes to Trial
SPRINT NEXTEL: Incurs $1.4 Billion Net Loss in Second Quarter

SEQUENOM INC: Incurs $29.6 Million Net Loss in Second Quarter
STEREOTAXIS INC: Regains Compliance with Min. Bid Price Rule
ROSETTA GENOMICS: Signs Co-Marketing Agreement with Precision
SHUANEY IRREVOCABLE: Court OKs Motion to Prohibit Cash Collateral
SJJ CORP: Case Summary & 20 Largest Unsecured Creditors

SUNCOKE ENERGY: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg
TOWNSEND CORP: Plan Filing Deadline Extended to Oct. 3
TRAC INTERMODAL: Moody's Assigns B1 CFR, Rates 2nd Lien Notes B3
TXCO RESOURCES: Wins $15MM Judgment Against Peregrine Petroleum
UNION CENTER: Case Summary & 8 Unsecured Creditors

USEC INC: Dr. Joyce Brown Resigns from Board of Directors
USG CORP: Incurs $57 Million Net Loss in Second Quarter
VALENCE TECHNOLOGY: Shareholders Accuse Berg of Power Grab
VALERO ENERGY: Moody's Issues Summary Credit Opinion
VIASPACE INC: Fails to Reach Deal on VGE Separation

VOLKSWAGEN-SPRINGFIELD: Trustee to Name Consumer Privacy Ombudsman
VOLKSWAGEN-SPRINGFIELD: Court Approves Wiley Rein as Counsel
VOLKSWAGEN-SPRINGFIELD: Marcher OK'd as Financial Consultant
WAGSTAFF MINNESOTA: Has Until Oct. 30 to Propose Ch. 11 Plan
WARNER SPRINGS: Opposes Pala Tribe's Chapter 7 Conversion Bid

WARNER SPRINGS: Court OKs CBRE Inc. as Real Estate Broker
WARNER SPRINGS: Court OKs OFKMJ Corbin as Accountants
WASHINGTON MUTUAL: Liquidating Trust to Distribute $74 Million
WHITE BEAUTY: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Chapter 11 Emergence to Depend on Waiver Satisfaction

W.R. GRACE: Net Income Drops 8.6% to $69.3 Million
YUKOS OIL: Tribunal Orders Russian Government to Pay Investors
ZALE CORP: Secures $665 Million Credit Facility

* One Exchange Appoints Ken Freda as Chief Operating Officer

* Large Companies With Insolvent Balance Sheet

                            *********

1301 INVESTMENTS: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: 1301 Investments, LLC
        8390 SW 5th Street
        Miami, FL 33144

Bankruptcy Case No.: 12-27990

Chapter 11 Petition Date: July 26, 2012

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Juan C. Zorrilla, Esq.
                  ZORILLA & ASSOCIATES, PL
                  1401 Brickell Ave #570
                  Miami, FL 33131
                  Tel: (305) 860-3831
                  E-mail: jcz@zgolaw.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 10 unsecured creditors is
available for free at http://bankrupt.com/misc/flsb12-27990.pdf

The petition was signed by Julio Piloto, managing member.


237 EAST: Seeks Plan Extension as Counsel Busy With Another Case
----------------------------------------------------------------
237 East Ontario LLC filed a motion seeking an extension until
Aug. 2, 2012, of its deadline to file the Second Amended
Disclosure Statement and Second Amended Plan of Reorganization.

The Debtor requested that the Court extend its filing period
because lead counsel, Neal L. Wolf has been busy with ALT Hotel,
LLC's confirmation hearing.  The brief extension would enable Mr.
Wolf to meet with the Debtor, discuss the Second Amended Plan, and
thereafter amend and file the same.

The Debtor related that at the July 19, 2012 hearing, the Debtor
was required to amend and file by July 26, a second amended
disclosure statement and plan based upon the executed purchase
agreement with the purchaser.

The real estate sale and purchase agreement between the Debtor and
the purchaser provides for the sale of the property for
$7,000,000.  The price is sufficient to retire the indebtedness
owing to the Debtor's secured lender Podco 237 Ontario LLC, and
pay all other anticipated claims in full.

                     The First Amended Plan

As reported in the Troubled Company Reporter on July 17, 2012,
according to the First Amended Disclosure Statement, the Plan
provides for the sale of the property to the purchaser --
EasyPark, LLC, a real estate developer and property holding
company.  The purchase price for the sale of the property under
the letter of intent is sufficient to pay all allowed claims in
full, even if Disputed Claims are subsequently allowed.

The proceeds from the sale of the property will be the only source
of funding for the Plan.

Under the Plan, all allowed claims will be paid in full at the
closing.  The Plan also provides that holders of equity interest
in the Debtor will be paid the net sale proceeds at the closing.

As reported in the Troubled Company Reporter on May 4, 2012, the
plan does not provide for the sale of the property pursuant to
Section 363 of the Bankruptcy Code because the proceeds from the
sale are sufficient to pay all claims against the estate in full,
even if disputed claims are allowed in full.  The Plan instead
provides for the conventional sale of the property -- a real
estate commonly known as 237 East Ontario Street, Chicago,
Illinois 60611, which is valued at $9 million and secures ad
mortgage to Podco 237 Ontario LLC of $964,000

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/237_EAST_ds_1amended.pdf

                    About 237 East Ontario LLC

237 East Ontario LLC, a single asset real estate under 11 U.S.C.
Sec. 101(51B), filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle presides over
the proceeding.  The Debtor is represented by Neal Wolf &
Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed total
assets of $11.06 million and total of $8.31 million.

The Debtor's liquidating plan provides for the distribution of
proceeds among creditors and equity holders form the sale of the
Debtor's property to EasyPark, LLC.  The plan does not provide for
the sale of the property pursuant to Section 363 of the Bankruptcy
Code because the proceeds from the sale are sufficient to pay all
claims against the estate in full, even if disputed claims are
allowed in full.  The Plan instead provides for the conventional
sale of the property to the purchaser.


400 BLAIR: Wells Fargo Permitted to Foreclose
---------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey denied 400 Blair Realty Holdings, LLC's
motion to reinstate the automatic stay.  The Court ordered that
Wells Fargo is permitted to immediately take any actions necessary
or appropriate to complete the foreclosure action pending in the
United States District Court, District of New Jersey, except that
the foreclosure sale in the foreclosure action may not take place
prior to May 2, 2012.

                  About 400 Blair Realty Holdings

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

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

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

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


8 MILE: Chapter 11 Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: 8 Mile Ranch, LLC
        5400 Eight Mile Ranch Road
        St. Cloud, FL 34773

Bankruptcy Case No.: 12-10227

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Richard B Webber, II, Esq.
                  ZIMMERMAN KISER & SUTCLIFFE PA
                  315 East Robinson Street, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 425-7010
                  Fax: (407) 425-2747
                  E-mail: rwebber@zkslawfirm.com

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

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

A copy of Company's list of its four unsecured creditors is
available for free at http://bankrupt.com/misc/flmb12-10227.pdf

The petition was signed by Reuben Joseph O'Berry, managing member.


AGY HOLDING: Decides to Initiate Process to Sell CFM Business
-------------------------------------------------------------
AGY Holding Corp. has decided to initiate the process to sell its
continuous filament mat business.

"This decision regarding our CFM business was made to better align
the company's strategic objectives and product portfolio," said
Drew Walker, President of AGY.  The proposed sale will have no
impact on AGY's core yarn and specialty roving business.

Re-aligning its product portfolio will allow AGY to return to its
core capabilities and focus on its specialty materials products.
"AGY has the product portfolio and technology to take advantage of
continued acceptance of our products as replacements for more
traditional materials, such as metal and wood," said Walker.  "In
this regard, the composites industry has a strong, proven track
record for high-volume usage."

AGY anticipates selling the CFM plant and facilities in Huntingdon
Pennsylvania that make up the CFM business, including the wound
products and conductive roving business.  Since acquiring the
plant in 2007, AGY has profitably produced the unique glass fiber
product used in the production of electrical insulation panels,
pultruded shapes for industrial products, energy market products
for power generation and oil rig safety, and composite parts for
automotive interiors.  AGY will continue operating the plant until
a transaction is completed.

While the CFM product line and its customer base are no longer
core to AGY's strategic business plan for the future, AGY has
every confidence that it is poised for growth.  "AGY CFM is a
solid business," said Walker.  "We believe the business will
benefit from being owned by a company aligned with its
objectives."

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

AGY Holding reported a net loss of $66.76 million in 2011, a net
loss of $14.57 million in 2010, and a net loss of $93.51 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $232.85
million in total assets, $280.34 million in total liabilities and
a $47.49 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


ALMA ROSA: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: Alma Rosa Winery & Vineyards, LLC
        7250 Santa Rosa Road
        Buellton, CA 93427

Bankruptcy Case No.: 12-12837

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  SUSI & GURA, A PROFESSIONAL CORP
                  7 W Figueroa 2nd Flr
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  E-mail: cheryl@susigura.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 six unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-12837.pdf

The petition was signed by J. Richard Sanford, manager.


AMERICAN AIRLINES: Has Deal With American Eagle Flight Attendants
-----------------------------------------------------------------
American Eagle Flight Attendants, represented by the Association
of Flight Attendants-CWA, disclosed a tentative agreement after
months of negotiations between AFA and American Eagle management.
Once approved by union leadership, the agreement will provide
Flight Attendants with the opportunity to vote on whether to
ratify the agreement instead of being subject to the bankruptcy
court's imposition of terms dictated by management.

"Our AFA negotiations team has worked tirelessly to mitigate very
onerous concessionary demands by management.  Over the past four
months, we have been able to stave off drastic concessions which
would have decimated the pay and work rules of American Eagle
Flight Attendants," said Robert Barrow, AFA American Eagle
President.  "This is certainly not the agreement we were
negotiating prior to the bankruptcy, nor does it accurately
reflect the vast contributions American Eagle Flight Attendants
make to our carrier each day.  However, this agreement blunts
management's most onerous demands, gives us the opportunity to
decide for ourselves how to move forward, and provides a
foundation for the future."

The AMR Corporation, parent company of American Eagle and American
Airlines, filed for bankruptcy protection in November 2011.  AFA
leadership at American Eagle has been fully engaged in responding
to the bankruptcy filing and, along with financial and legal
advisors, remains committed to defending Flight Attendant rights
throughout the process.

The Association of Flight Attendants is the world's largest Flight
Attendant union.  Focused 100 percent on Flight Attendant issues,
AFA has been the leader in advancing the Flight Attendant
profession for over 65 years.  Serving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions.  Nearly 60,000 Flight Attendants at 21 airlines come
together to form AFA, part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                      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).


AMWEST IMAGING: Posts $201,000 Net Loss in May 31 Quarter
---------------------------------------------------------
Amwest Imaging Incorporated filed its quarterly report on Form
10-Q, reporting a net loss of $201,050 on $1,358 of sales for
the three months ended May 31, 2012, compared with a net loss of
$15,000 on $0 sales for the three months ended May 31, 2011.

The Company's balance sheet at May 31, 2012, showed $1.10 million
in total assets, $327,993 in total current liabilities, and
stockholders' equity of $775,222.

As reported in the TCR on July 5, 2012, Peter Messineo, CPA, in
Palm Harbor, Florida, expressed substantial doubt about Amwest
Imaging's ability to continue as a going concern, following the
Company's results for the fiscal year ended Feb. 29, 2012.  Mr.
Messineo noted that the Company has not generated significant
revenues from operations and is requiring traditional financing or
equity funding to commence its operating plan.

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

                       http://is.gd/Mnn1Iy

Evansville, Indiana-based Amwest Imaging Incorporated is a
technology company whose primary business is providing
relationship-building tools and processes that help any business
cultivate profitable relationships with customers, all through web
based solutions.  The Company's current portfolio consists of
My Restaurant Web (www.myrestaurantweb.com), Lok Drop
(www.LokDrop.com), Zip Clik (www.ZipClik.com).


ARCTIC GLACIER: H.I.G. Capital Buys Arctic Glacier Income Fund
--------------------------------------------------------------
H.I.G. Capital, LLC disclosed that an affiliate completed the
acquisition of substantially all the assets of Arctic Glacier
Income Fund.  The transaction was effectuated pursuant to the
Companies' Creditors Arrangement Act (Canada) and the U.S.
Bankruptcy Code.  The new company, Arctic Glacier Holdings, Inc.
("Arctic Glacier" or the "Company"), will be based in Winnipeg,
Canada, and will continue to conduct business under the "Arctic
Glacier" name.

Arctic Glacier is a leading producer, marketer and distributor of
high-quality packaged ice.  The Company is the largest producer of
packaged ice in Canada and the second largest producer in the
United States.  Arctic Glacier operates a network of 39 production
plants and 48 distribution facilities and services more than
75,000 retail locations.  The Company also provides ice in bulk
quantities to industrial and commercial customers.

Keith McMahon, President and CEO of Arctic Glacier commented, "The
acquisition by H.I.G. provides stability and positions Arctic
Glacier for growth.  We look forward to carrying on our proud
tradition of product quality and service excellence. We wish to
thank our customers, suppliers and employees for their support
throughout this process."

"We are very excited about the Arctic Glacier opportunity," added
Bret Wiener, a Managing Director of H.I.G. Capital.  "The Company
is a market leader with a diversified customer base, broad
geographic footprint and high quality production and distribution
assets.  We see tremendous opportunities in the business and look
forward to supporting Keith and the Arctic team."

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

On Feb. 22, 2012 Arctic Glacier Income Fund, together with its
subsidiaries, initiated proceedings in the Manitoba Court of
Queens Bench seeking a court supervised recapitalization under the
Companies' Creditors Arrangement Act.

Concurrently, Philip J. Reynolds of Alvarez & Marsal Canada Inc.,
as monitor and foreign representative, filed Chapter 15 petitions
for Arctic Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603)
on Feb. 22, 2012.  Bankruptcy Judge Kevin Gross presides over the
case. Mr. Reynolds is represented by Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, LLP.

The Debtors is estimated to have assets and debts at $100 million
to $500 million.


BONAVIA TIMBER: Plan Confirmed After Deal With Secured Creditor
---------------------------------------------------------------
U.S. Bankruptcy Judge Ranll L. Dunn this month entered an order
confirming the Joint Plan of Reorganization of Bonavia Timber
Company, LLC, and Nevada First Corp.

The judge confirmed the Plan after the Debtors reached a
settlement with Third Eye Capital Corporation, as agent for
Strative Capital, Ltd., the lone objector to the Plan.

According to the July 16 confirmation order, unsecured creditors
voted in favor of the Plan.  Holders of the unsecured claims will
be paid in cash the full amount of the claims no later than six
months after the Effective Date, with interest from the Petition
Date at the Federal Judgment Rate.

Existing interests in the Debtor will be preserved.

Pursuant to the settlement, Third Eye, holder of a secured claim,
will receive

   * a note that requires the Debtor to pay Third Eye $6.1 million
     on or before Aug. 1, 2012.  Any balance of the remaining
     unpaid on Aug. 2, 2012, will accrue interest at an effective
     rate equal to 20% per annum to and including December 1,
     2012.  Thereafter, any unpaid balance will accrue interest at
     an effective rate equal to 60% per annum and will be due and
     payable in full on June 1, 2015.  The Debtor's obligations to
     Third Eye will be secured by security interests in and liens
     on the real property located in Umatilla County, Oregon.

   * a note that requires the Debtor to pay:

       (i) $1 million to Pacific time on Dec. 2, 2012;

      (ii) $1.4 million from Dec. 2, 2012, through 12:01 a.m.
           Pacific time on June 2, 2013;

     (iii) $1.8 million from June 2, 2013 through 12:01 a.m.
           Pacific time on Dec. 2, 2013;

      (iv) $2.2 million from Dec. 2, 2013, through 12:01 a.m.
           Pacific time on June 2, 2014;

       (v) $2.6 million from June 2, 2014, through 12:01 a.m.
           Pacific time on Dec. 2, 2014;

      (vi) $3 million from Dec. 2, 2014, until paid.

With respect to the second note, no interest will accrue or be
payable on the unpaid balance until June 2, 2015.  Any unpaid
balance remaining as of 12:01 a.m. Pacific time on June 2, 2015,
will accrue interest at an effective rate equal to 60% per annum
and will be due and payable in full on June 1, 2017.  The debt
will be secured by a first lien on all of the real property owned
by NFC Land & Cattle, LLC, in Nevada, and the real property owned
by Bonavia Timber located in Umatilla County, Oregon.

The Settlement also provides that Third Eye will cooperate in the
closing of the sale of a portion of the Ukiah Property consisting
of approximately 1,687 acres to Mike and Cynthia Warn for the
purchase price of $1,687,030 and will execute and deliver into the
escrow at AmeriTitle in Pendleton, Oregon, any and all release
documents that may be reasonably necessary or appropriate to close
the Warn Sale. The net proceeds of the Warn Sale will be paid from
escrow directly to Third Eye.

Third Eye will cooperate with the closing of the loan transaction
for $4,500,000 with AXA Equitable AgriFinance, LLC and will
execute and deliver into escrow at AmeriTitle in Pendleton,
Oregon, any and all release documents with respect to the portion
of the Ukiah Property and the Morrow Property that may be
reasonably necessary or appropriate to close the AXA Loan. All net
proceeds from the AXA Loan will be payable from escrow directly to
Third Eye.

The confirmation order also approves the Warn Sale and the AXA
Loan.

In the event either or both the Warn Sale or the AXA Loan do not
close, Reorganized Debtor will have the right on or before June 1,
2015, to sell or refinance any remaining portions of the Ukiah
Property and the Morrow Property and Third Eye will have the right
to either credit bid any unpaid balance of the $6.1 million
initial obligation or release its liens in connection with any
sale or refinance, and will otherwise cooperate in the closing of
any such transactions.

A copy of the confirmation order along with the Chapter 11 Plan of
Reorganization dated May 30, 2012 is available for free at:

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

Third Eye is represented by:

         Teresa H. Pearson, Esq.
         MILLER NASH LLP
         111 SW Fifth Avenue, Suite 3400
         Portland, OR 97204-3638
         Tel: 503-205-2646
         Fax: 503-224-0155
         E-mail: Teresa.pearson@millernash.com

                     About Bonavia Timber

Portland, Oregon-based Bonavia Timber Company LLC, fdba Pacific
Northwest Tree Farms LLC, owns over 18,400 acres of timber and
pasture land in Umatilla and Morrow Counties, Oregon.  Bonavia
operates a cattle ranch, grows and sells timber, and leases
properties to third parties for grazing and timber operations.

Nevada First Corp. is a holding company that owns, among other
interests, 100% of the  membership interests in Bonavia and 100%
of the membership interests in NFC Land &  Cattle, LLC, a Nevada
limited liability company ("NFC").  Nevada First provides
administrative and management services to both Bonavia and NFC.
NFC owns approximately 145,000 acres of real property in Nevada.
NFC also has over 1,000,000 acres of United States Forest Service
and Bureau of Land Management allotments.  NFC conducts  ranching
and farming operations on its properties

Bonavia Timber and Nevada First Corp. filed for Chapter 11
bankruptcy (Bankr. D. Ore. Lead Case No. 11-39459) on Nov. 1,
2011.  The case has been reassigned to Judge Randall L. Dunn from
Judge Trish M. Brown.  Albert N. Kennedy, Esq., and Michael W.
Fletcher, Esq., at Tonkon Torp, serve as the Debtor's counsel.  In
its petition, Bonavia Timber estimated assets of $10 million to
$50 million.


CAESARS ENTERTAINMENT: Amendment to 2012 Incentive Plan Approved
----------------------------------------------------------------
The Executive Committee of the board of directors of Caesars
Entertainment Corporation approved by written consent an amendment
to the 2012 Performance Incentive Plan to increase the maximum
number of shares of the Company's common stock with respect to
which stock options and stock appreciation rights may be granted
during any calendar year to any individual under the 2012 Plan
from 3,433,509 shares to 6,500,000 shares.  The full-text copy of
the Amendment is available for free at http://is.gd/qTnKMS

On July 23, 2012, the holders of a majority of the issued and
outstanding voting securities of the Company as of July 16, 2012,
the record date established by the Executive Committee of the
Board, approved by written consent (1) a one-time stock option
exchange program, to permit the Company to cancel certain stock
options held by some of its employees, service providers and
directors in exchange for new, or replacement, options and (2) the
Amendment.

On July 24, 2012, in connection with the Written Consent, the
Company filed an Information Statement on Schedule 14C with the
Securities and Exchange Commission.  The Amendment will not be
effective prior to the date that is 20 calendar days after the
date that the Company mails the Information Statement to its
stockholders who did not sign the Written Consent, which mailing
is expected to commence on or about July 26, 2012.  The Option
Exchange will not close, and no replacement options will be
granted, until the 20th business day after the Option Exchange
commences, unless the Option Exchange is extended by the Company.

The Company has filed a Tender Offer Statement on Schedule TO with
the SEC relating to the Option Exchange, a copy of which is
available for free at http://is.gd/sQZWzV

                    About Caesars Entertainment

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

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

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

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

                           *     *     *

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


CAPITALSOURCE INC: S&P Affirms 'B+/C' Counterparty Credit Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty credit rating and its 'C' short-term rating on
CapitalSource Inc. "We subsequently withdrew the ratings at the
company's request. At the time of withdrawal, the outlook was
Stable," S&P said.

"Our ratings on CapitalSource reflected its liquidating portfolio
of legacy nonperforming assets, the long-term credit risk of its
lending strategy, and its limited revenue diversification. The
company's robust capital and its subsidiary bank's deposit funding
and strong pre-provision profitability were positive ratings
factors," S&P said.


CAROLEE'S PROPERTIES: Case Summary & 2 Unsecured Creditors
----------------------------------------------------------
Debtor: Carolee's Properties, LLC
        3300 NE 164th J#1
        Ridgefield, WA 98642

Bankruptcy Case No.: 12-45195

Chapter 11 Petition Date: July 26, 2012

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

Judge: Brian D. Lynch

Debtor's Counsel: Timothy J. Dack, Esq.
                  916 Main St
                  P.O. Box 61645
                  Vancouver, WA 98666
                  Tel: (360) 694-4227
                  E-mail: bkfile@dackoffice.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 two unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-45195.pdf

The petition was signed by Carol Fox, member.


CHARMING SHOPPES: S&P Ups Corp. Credit Rating to 'BB-'; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Bensalem, Pa.-based Charming Shoppes Inc. to 'BB-' from
'B-'. "At the same time, we removed the ratings from CreditWatch
with positive implications, where they were placed on May 3, 2012.
The outlook is stable. The upgrade reflects the stronger credit
profile and resulting higher rating on Ascena Retail Group Inc.,"
S&P said

"We then withdrew the 'B-' issue-level rating and '4' recovery
rating on the company's senior convertible notes, which have been
purchased from holders as a result of the Ascena acquisition," S&P
said.

"Following these actions, we withdrew all our ratings on Charming
Shoppes, including the 'BB-' corporate credit rating," S&P said.


CINRAM INTERNATIONAL: Sale to Najafi Gets U.S. Court Approval
-------------------------------------------------------------
Cinram International Income Fund disclosed that the proposed sale
of substantially all of Cinram's assets and businesses in the
United States, Canada, the United Kingdom, France and Germany to
newly formed subsidiaries of Najafi Companies has received U.S.
court approval.

Under the Sale Transaction announced on June 25, 2012, Najafi will
purchase substantially all of the assets used in Cinram's core
businesses for the manufacture of pre-recorded multimedia products
and the provision of related logistics services, digital media
solutions and outsourced vendor management inventory services in
North America and substantially all of the European business.

The Sale Transaction is expected to close in August 2012, subject
to satisfaction of closing conditions, although the transfer of
portions of the business may occur later in the year.

                    About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio
CDs.

Cinram International reached an agreement to sell
substantially all of its assets and operations to Najafi
Companies for $82.5 million.

To implement sale transactions, the Company has filed for
reorganization protection under the Companies' Creditors
Arrangements Act (Canada) in the Ontario Superior Court.
Concurrently with that filing, Cinram's US subsidiaries filed
under Chapter 15 of the United States Bankruptcy Code (Bankr. D.
Del. Case Nos. 12-11882 to 12-11890).

Pauline K. Morgan Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as U.S. counsel.  FTI Consulting is
the monitor in the CCAA case.  Attorneys at Goodsman LLP represent
Cinram in the CCAA case.


CIRCLE ENTERTAINMENT: Borrows $450,000 from Directors, et al.
-------------------------------------------------------------
Certain of Circle Entertainment Inc.'s directors, executive
officers and greater than 10% stockholders made unsecured demand
loans to the Company totaling $450,000, bearing interest at the
rate of 6% per annum, On July 20, 2012, through July 25, 2012.

The Company intends to use the proceeds to fund working capital
requirements and for general corporate purposes.  Because certain
of the directors, executive officers and greater than 10%
stockholders of the Company made the Loans, a majority of the
Company's independent directors approved the transaction.

                     About Circle Entertainment

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

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

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

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


CIRCLE STAR: To Issue 5.2 Million Common Shares Under 2011 Plan
---------------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 5.21 million shares of
common stock issuable under the Company's 2011 Stock Option Plan.
The proposed maximum aggregate offering price is $2.92 million.  A
copy of the filing is available for free at http://is.gd/ZvvZEh

                         About Circle Star

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

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

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


CITY CENTRAL: City Council Wants Receiver Discharged
----------------------------------------------------
The city council on behalf of the City of Central Falls, Rhode
Island, asks the U.S. Bankruptcy Court for the District of Rhode
Island to:

   -- discharge the receiver;

   -- direct it to file a final interim account and report; and

   -- order the receiver to vacate and surrender the offices of
      government and prohibit it from taking any further action
      with respect to the lawful and elected government of the
      City of Central Falls.

According to the city council, by the time of the hearing on the
motion on the decision the receiver will have over-stayed its time
limit as a change in the form of government as expressed by the
Rhode Island Supreme Court of two years, the time limit is set to
expire on July 16, 2012.

                      About Central Falls

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

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

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

The City of Central Falls, Rhode Island, on July 10, 2012, filed
with the Bankruptcy Court a Second Amended Plan For The Adjustment
Of Debts and an explanatory disclosure statement.

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


CLEARWIRE CORP: Incurs $145.8 Million Net Loss in Second Quarter
----------------------------------------------------------------
Clearwire Corporation reported a net loss attributable to the
Company of $145.81 million on $316.93 million of revenue for the
three months ended June 30, 2012, compared with a net loss
attributable to the Company of $168.73 million on $322.61 million
of revenue for the same period during the prior year.

The Company reported a net loss attributable to the Company of
$327.63 million on $639.57 million of revenue for the six months
ended June 30, 2012, compared with a net loss attributable to the
Company of $395.69 million on $559.41 million of revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 million in total liabilities and $2.78
billion in total stockholders' equity.

"Every day wireless users become increasingly dependent on their
highly capable 4G devices at a time when many in our industry are
questioning whether their 4G networks can keep pace," said Erik
Prusch, President and CEO of Clearwire.  "Network congestion and
capacity issues have already forced most major operators to curb
usage through data caps or speed limits, and the 4G boom has only
just begun.  We believe Clearwire's unmatched spectrum portfolio
and LTE roadmap are keys to unlocking the value of our deep
capacity resources and uniquely position us to meet the short and
long term needs of consumers and wholesale carrier partners."

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

                         http://is.gd/mORnvs

                    Slade Gorton Named to Board

Clearwire Corporation appointed former U.S. Senator Slade Gorton
to the Company's board of directors.  The appointment is effective
immediately.

"Slade's decades of experience in business, law and government
will bring to Clearwire important leadership in matters of
corporate governance, strategy and general business development,"
said Clearwire executive chairman of the board of directors, John
Stanton.  "I believe he will be a key voice in helping to guide
discussions on the future of our company at this critical time in
our history."

Mr. Gorton has served as a director of Microvision, Inc., since
September 2003 and currently serves as Chairman of the Board and
Lead Independent Director.  He was recently Of Counsel at the law
firm K&L Gates, LLP, and now serves as a consultant to the firm.
Prior to joining the firm, he represented Washington State in the
United States Senate for 18 years.

Mr. Gorton began his political career in 1958 as a Washington
State Representative and went on to serve as State House Majority
Leader.  He served as Attorney General of Washington from 1969 -
1981, and during that time argued 14 cases before the United
States Supreme Court.  After leaving the Senate, he served as a
Commissioner on the National Commission on Terrorist Attacks upon
the United States; as a member of the National War Powers
Commission; and is Co-Chairman of the National Transportation
Policy Project. He also served in the U.S. Army, U.S. Air Force,
and the U.S. Air Force Reserves.

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

                          *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


COPPERAS CREEK: Debt Buyer Fails in Bid to Dismiss Bankruptcy Case
------------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz denied the request of CO
Acquisition Property III LLC for dismissal of the Chapter 11
bankruptcy case of Copperas Creek, LLC, for alleged bad faith and
for failure to file schedules of assets and liabilities and
statement of financial affairs.  According to the Court, the
evidence presented to the Court fails to establish that Copperas
Creek filed its petition in bad faith.  In addition, although the
Debtor failed to file its Schedules and Statement of Financial
Affairs within the extended time requested in its motion, under
the circumstances of the case, that failure does not constitute
cause for dismissal.  A copy of the Court's July 26, 2012
Memorandum Opinion is available at http://is.gd/LxO5AWfrom
Leagle.com.

Based in Albuquerque, New Mexico, Copperas Creek, LLC, filed a
voluntary Chapter 11 petition (Bankr. D. N.M. Case No. 12-11839)
on May 9, 2012.  Don F. Harris, Esq., serves as the Debtor's
counsel.  In its petition, the Debtor estimated under $10 million
in both assets and debts.  The petition was signed by Jeannie
Duncan, sole member and sole officer.

The debtor's principal, Jeannie Duncan, is the sole member and
sole officer of Copperas Creek.  Copperas Creek is a real estate
holding company that does not have any employees or otherwise
conduct business.  Certain real property located at 5401 San Diego
Road NE and 5301 San Diego Road NE constitutes all or
substantially all of the Debtor's assets.  A commercial building
is situated on 5401 San Diego Road NE.  There are two tenants in
the commercial building located at 5401 San Diego Road NE.  The
tenants are businesses owned directly or indirectly by Ms. Duncan.
Copperas Creek has not collected rent from its tenants in the last
year.  The real property located at 5301 San Diego Road NE is
undeveloped property.

In 2007, Copperas Creek executed a Promissory Note in favor of
First Community Bank in the principal amount of $1,194,000.  The
Note is secured by a Mortgage on the Property and by a lien
against all leases for the Property and rents.

At some time after Copperas Creek executed the loan documents in
favor of First Community Bank, the Federal Deposit Insurance
Corporation caused the closure of First Community Bank.  In
September 2011, CO Acquisition Property III purchased the loan
secured by the Property, including the Note, Mortgage, and
commercial guaranty, at a discount from the bank that acquired the
assets of First Community Bank.  CO Acquisition is in the business
of purchasing distressed debt.  CO Acquisition's business model
includes a quick liquidation of collateral it acquires to maximize
the return to its investors.  Matt Walsh, an asset manager for
Republic Financial Corporation in Aurora, Colorado, of which CO
Acquisition is an affiliate, testified that CO Acquisition is in
the business of purchasing distressed loans and typically
purchases loans at a discount at an average "somewhere south of
fifty percent" for all purchased loans.

CO Acquisition is, by far, Copperas Creek's largest creditor.  CO
Acquisition initiated foreclosure proceedings against Copperas
Creek in state court prior to the filing of the bankruptcy
petition.  A hearing on CO Acquisition's motion to appoint Roger
Cox & Associates Property Management LLC as receiver was scheduled
in the state court foreclosure action on May 10, 2012.  Copperas
Creek filed its bankruptcy petition one day before the scheduled
hearing date.

Prior to the filing of the bankruptcy, Ms. Duncan and CO
Acquisition had been negotiating in an attempt to reach a
settlement, but negotiations ultimately failed.  Ms. Duncan
testified that she caused Copperas Creek to file its bankruptcy
petition because she believed she "was left with no other choice."

Copperas Creek did not file its Schedules and Statement of
Financial Affairs with its petition.  On May 24, 2012, the Debtor
filed a motion seeking extension of the filing deadline to May 30,
2012.  As of the date of the first meeting of creditors, held on
June 11, 2012, the Debtor had not filed its Schedules or
Statement.  The United States Trustee conducted the meeting of
creditors on June 11, and then adjourned the meeting to June 14.
At the meeting of creditors held June 11, the United States
Trustee agreed on the record to an extension of time for the
Debtor to file its Schedules and Statement of Financial Affairs
until June 14 at 8:00 a.m.  CO Acquisition attended the meeting of
creditors on June 11 and extensively questioned the Debtor's
designated representative, and attended the continued meeting held
on June 14.  The Debtor and the United States Trustee submitted a
proposed stipulated order extending the deadline for the Debtor to
file its Schedules and Statement of Financial Affairs to June 13,
which the Court determined should be treated as a motion to extend
the time, subject to notice and a hearing, in light of the pending
Motion to Dismiss filed by CO Acquisition.  The Debtor filed an
Amended Voluntary Petition, Schedules and Statement of Financial
Affairs on June 13.

Copperas Creek valued the Property in its schedules as follows:

     $1,200,000 Mixed Use Office and Warehouse Building located
                at 5401 San Diego (Lot 29);

       $275,000 Vacant Land located at 5301 Sand Diego Road NE
                (Lot 30)

Prior to the filing of the bankruptcy case, Copperas Creek listed
the Property for sale with a commercial real estate broker in
February 2012.  The listing price is $1,544,636.  The commercial
building located at 5401 San Diego is priced at $94 per square
foot for a total sales price of $1,237,980 and the vacant land
located at 5301 San Diego is priced at $8 per square foot for a
total sales price of $306,656.  Maestas & Ward is the listing
agent for the Property and has agreed to a 6% commission on the
sale of the Property.  As currently marketed, the vacant land can
be sold separately from the commercial property.

Martha Carpenter, a top producing commercial real estate broker at
Maestas & Ward, is acting as sales broker and listing agent for
the Property.  Copperas Creek has not received any written offers
to purchase the Property at the listing price or any other price,
but Ms. Carpenter reported that she continues to actively show the
Property.  In her opinion, she believes that the Property can be
sold at the current listing price in a reasonable time, but that
it could take an additional six months to sell the Property.  In
her experience, she generally markets a property for at least six
months before reevaluating the listing price.  As of the date of
the hearing, the Property has been on the market for nearly six
months.  At some point, if the Property does not sell, the listing
price will need to be reassessed.

Brian Anderson, Chief Operating Officer and qualifying broker for
Roger Cox & Associates Property Management, LLC, testified that in
his opinion a reasonable listing price and market value for the
Property is $925,000.  Mr. Anderson holds a Certified Commercial
Investment Member designation, but it is not a qualified
appraiser.  Mr. Anderson established his estimated listing price
and market value by reviewing comparable properties that have sold
within the 6- to 12-month period preceding the date of his report.
He obtained the sales information by contacting one MAI certified
appraiser and requesting a list of sold properties.  Mr. Anderson
testified that he made adjustments to the comparable sales, but
did not specify what adjustments he made to the comparable
properties in reaching his estimate of value for the Property.  In
his opinion, at the current listing price, the Property is
unlikely to sell for at least 18 months, but at his suggested
listing price of $925,000, the Property should sell within six
months.

Copperas Creek scheduled CO Acquisition's claim as a secured claim
of $1,300,000.  Copperas Creek has not made any payments on the
loan that CO Acquisition acquired since June 2011.  Ms. Duncan
testified that Copperas Creek made payments on the loan before CO
Acquisition acquired the loan that have not been credited to the
loan, and estimates that the amount of the debt to CO Acquisition
is "in the neighborhood" of $1,300,000.

CO Acquisition presented a loan history it obtained when it
purchased the loan but did not present evidence about its
accuracy.  CO Acquisition has begun to charge interest at the
default rate of 9.5%.  At the default rate, the loan accrues
monthly interest in the approximate amount of $10,400, assuming an
unpaid principal balance of $1,312,948.38.  CO Acquisition has not
filed a proof of claim in the Debtor's bankruptcy case.

Larry J. Montano, Esq. -- lmontano@hollandhart.com -- at Holland &
Hart, LLP, represents CO Acquisition Property III, LLC.


CORNERSTONE BANCSHARES: Posts $311,000 Net Income in 2nd Quarter
----------------------------------------------------------------
Cornerstone Bancshares, Inc., reported net income of $310,585
million on $4.81 billion of total interest income for the three
months ended June 30, 2012, compared with net income of $141,287
on $5.15 million of total interest income for the same period
during the prior year.

The Company reported net income of $667,102 on $9.44 million of
total interest income for the six months ended June 30, 2012,
compared with net income of $393,562 on $10.37 million of total
interest income for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $420.87
million in total assets, $384.11 million in total liabilities and
$36.75 million in total stockholders' equity.

"The Directors are extremely pleased with the strong, positive
strides made in every segment of the Bank's operations," said
Cornerstone's Board Chairman Miller Welborn.  "We have a solid
team in place and will continue to work diligently to strengthen
the Bank's foundations, in order to continue serving our customers
and this thriving Chattanooga market."

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

                        http://is.gd/okfbkS

                    About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc., is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

                           Consent Order

The Company disclosed in the Form 10-Q for the quarter ended
June 30, 2010, that following the issuance of a written report by
the Federal Deposit Insurance Corporation and the Tennessee
Department of Financial Institutions concerning their joint
examination of Cornerstone Community Bank in October 2009, the
Bank entered a consent order with the FDIC on April 2, 2010, and a
written agreement with the TDFI on April 8, 2010, each concerning
areas of the Bank's operations identified in the report as
warranting improvement and presenting substantially similar plans
for making those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CRET RESTORATION: Files List of Largest Unsecured Creditors
-----------------------------------------------------------
CRET Restoration Inc. filed with the U.S. Bankruptcy Court for the
District of Maryland a list of holders of largest unsecured
claims:

       Entity                       Nature of Claim   Claim Amount
       ------                       ---------------   ------------
M. Evelyn Jones                     Location: 7220        $660,000
1921 Tulip Street, NW               Livingston Road,      (unknown
Washington, DC 20012                Fort Washington       secured)
                                    MD 20744.              650,000
                                    Approximately 19        senior
                                    acres on                 lien)
                                    undeveloped real
                                    property

TrustCapital Investments, LLC       Location: 7220        $650,000
3 Bethesda Metro Center             Livingston Road,      (Unknown
Bethesda, MD 20817                  Fort Washington       secured)
                                    MD 20744.
                                    Approximately 19
                                    acres on
                                    undeveloped real
                                    property

NKB Investment Group                Money Loaned          $320,000
3333 7th Street, NE
Washington, DC 20032

Prince George's County              Location: 7220          $6,019
c/o Meyer, Rodbell & Rosenbaum, PA  Livingston Road,      (Unknown
6801 Kenilworth Avenue, Suite 400   Fort Washington     (1,312,845
Riverdale, MD 20737                 MD 20744          senior lien)
                                    Approximately 19
                                    acres on under
                                    developed real
                                    property

Prince George's County              Location: 7220            $962
c/o Meyer, Rodbell & Rosenbaum, PA  Livingston Road,      (Unknown
6801 Kenilworth Avenue, Suite 400   Fort Washington     (1,311,882
Riverdale, MD 20737                 MD 20744          senior lien)
                                    Approximately 19
                                    acres on under
                                    developed real
                                    property


Prince George's County              Location: 7220          $1,882
c/o Meyer, Rodbell & Rosenbaum, PA  Livingston Road,      (Unknown
6801 Kenilworth Avenue, Suite 400   Fort Washington     (1,310,000
Riverdale, MD 20737                 MD 20744          senior lien)
                                    Approximately 19
                                    acres on under
                                    developed real
                                    property


A Powell Management, LLC                                  $136,000
1414 Gordon School Road
Thomaston, GA 30286

CDM Associates, Inc.                                      $104,000
11785 Beltsville Drive, Suite 1620
Beltsville, MD 20705

Joyce Engineering                                          $81,000
10766 Baltimore Avenue
Beltsville, MD 20705

Law Offices of Darryl A.                                   $30,000
Kelley & Assoc.
6944 Allentown Road
Camp Springs, MD 20748

KCI Engineering                                            $14,000
936 Ridgebrook Road
Sparks, MD 21152

Calvary Portfolio Services,                                $11,077
LLC 500 Summit Lake Drive,
Suite 400
Valhalla, NY 10595

IRS                                                         $6,699
Centralized Insolvency
Section
P.O. Box 21126
(DP-N-781)
Philadelphia, PA 19144

IRS                                                         $6,786
Centralized Insolvency
Section
P.O. Box 21126
(DP-N-781)
Philadelphia, PA 19144

Evergreen Ventures, LLC                                    Unknown
7815 Broadleaf Drive
Parsonsburg, MD 21849

                      About CRET Restoration

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


CRET RESTORATION: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
CRET Restoration Inc. filed with the Bankruptcy Court for the
District of Maryland its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                    Unknown
      19-acre undeveloped property
      7220 Livingston Road, Fort
      Washington, Md.
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,318,864
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $6,699
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $702,863
                                 -----------      -----------
        TOTAL                        Unknown       $2,028,427

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

CRET Restoration Inc., based in Fort Washington, Maryland, was
placed in involuntary Chapter 11 bankruptcy (Bankr. D. Md. Case
No. 12-10648) by creditors M. Evelyn Jones, A Powell Management
LLC, CDM Associates Inc., and NKB Investment Group on Jan. 13,
2012.  Judge Wendelin I. Lipp presides over the case.


CUSTER ROAD: To Present Plan for Confirmation on Sept. 27
---------------------------------------------------------
Custer Road Marketplace, Ltd., will ask Judge Brenda T. Rhoades to
confirm its Chapter 11 plan at a hearing on Sept. 27 at 10:00 a.m.

Objections to confirmation of the Plan are due Aug. 31, and
ballots accepting or rejecting the Plan are due Sept. 7, 2012,
according to the July 13 order approving the Disclosure Statement.

As reported in the June 6, 2012 edition of the Troubled Company
Reporter, the Plan allows the Debtor to obtain a loan secured by
lots 2 and 4 of the Debtor's real property.  These lots have a
value of approximately $5,700,000.  The Debtor anticipates
obtaining a loan secured by these lots in an amount in excess of
$4,000,000.  If the Debtor obtains such a loan, the proceeds will
be used to pay the Class 4 claim of Tax Ease Funding, L.P. in the
amount of $616,494, in full, to pay the Class 2 secured tax claims
in full with respect to taxes assessed against the remaining CRM
Property and the balance paid as a partial payment on the Class 3
secured claim of Legacy Texas Bank, a fully secured creditor.  The
Debtor scheduled the claim of Legacy at $16,320,565 on the
Petition Date.

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

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

Holders of interests are unimpaired under the Plan.

A copy of the Disclosure Statement dated May 4, 2012, is available
for free at http://bankrupt.com/misc/CUSTER_DS.pdf

                         About Custer Road

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

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


DAVITA INC: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Denver-based DaVita Inc. The rating outlook is
stable.

"We lowered our rating on DaVita's senior secured debt to 'BB-',
the same as the corporate credit rating, from 'BB', and removed it
from CreditWatch, where it was placed with negative implications
on May 22, 2012, following the acquisition announcement," S&P
said.

"We lowered the rating because the size of this debt class will
increase substantially relative to our estimate of the
enterprise's value in the event of default," said Standard &
Poor's credit analyst Gail Hessol. "We revised our recovery rating
on this debt to '3', indicating our expectation for meaningful
(30% to 50%) recovery of principal in the event of payment
default, from '2', indicating an expectation for substantial (70%
to 90%) recovery."

"We assigned our 'BB-' credit rating, the same as the corporate
credit rating, to DaVita's proposed $1,350 million term loan A-3
due 2017 and $1,650 million term loan B-2 due 2019. We assigned
our '3' recovery rating to this debt, indicating our expectation
for meaningful (30% to 50%) recovery of principal in the event of
payment default," S&P said.

"We affirmed our 'B' rating, two notches below the corporate
credit rating, on DaVita's senior unsecured debt. We affirmed our
'6' recovery rating on this debt, indicating our expectation for
negligible (0 to 10%) recovery of principal in the event of
payment default," S&P said.

"The rating on Denver-based DaVita Inc. reflects its 'aggressive'
financial risk profile (according to our criteria), distinguished
by robust discretionary cash flow, which will enable fairly rapid
deleveraging following its acquisition of HCP. We estimate pro
forma adjusted debt to EBITDA is about 4.5x, compared with
DaVita's actual adjusted leverage of 3.7x as of March 31, 2012.
Our adjustments include the capitalization of operating leases; we
add stock compensation to EBITDA; and we deduct net income
attributable to noncontrolling interests (NCIs) from EBITDA when
measuring leverage. We believe DaVita's acquisition of HCP does
not alter its 'fair' business risk profile because DaVita will
remain substantially dependent on the treatment of a single
disease and its exposure to potential adverse changes in
reimbursement may be compounded by the addition of HCP to its
business portfolio. Its fair business risk profile also recognizes
positive attributes of the dialysis sector, such as steady demand
from patients with end-stage renal disease for essential dialysis
treatments. Both the dialysis and HCP businesses benefit from
favorable demographic trends and relatively low investment
requirements," S&P said.


DAZ VINEYARDS: Taps Casterline as Counsel in Pacific Funding Case
-----------------------------------------------------------------
DAZ Vineyards, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to employ David Casterline as special counsel
related to a state action against Pacific Funding Group and Gary
Petruska.

Mr. Casterline does not represent any interest adverse to the
Debtor's estate, except that David Casterline also represents
insiders John Zahoudanis, C. Alexis Zahoudanis, and Centrium
Associates in this same litigation.

Any fees sought from the estate will reflect a division among
various represented entities.  No retainer has been paid by the
Debtor in the case.

                      About DAZ Vineyards

Los Olivos, California-based DAZ Vineyards, LLC, a producer of
grapes and manufacturer and seller of fine wines doing business as
Demetria Estate Winery, filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-10689) on Feb. 15, 2010.  William
C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's
bankruptcy counsel.  In its schedules, the Debtor disclosed
$32,071,232 in assets and $11,418,337 in liabilities.


DELCOR USA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Delcor USA, Inc.
        fka Delta Engineering Corp.
        c/o CSC Corporation
        211 East 7th Street, Suite 620
        Austin, TX 78701

Bankruptcy Case No.: 12-11671

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Michael S. Held, Esq.
                  HUNTON & WILLIAMS LLP
                  1445 Ross Ave., Suite 3700
                  Dallas, TX 75202-2799
                  Tel: (214) 468-3334
                  Fax: (214) 468-3599
                  E-mail: mheld@hunton.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 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb12-11671.pdf

The petition was signed by Keith H. Cole, president.


DEX ONE: Reports $52.9 Million Net Income in Second Quarter
-----------------------------------------------------------
Dex One Corporation reported net income of $52.90 million on
$334.50 million of net revenue for the three months ended June 30,
2012, compared with a net loss of $602.10 million on
$377.30 million of net revenue for the same period a year ago.

The Company reported net income of $110.50 million on
$678.90 million of net revenue for the six months ended June 30,
2012, compared with a net loss of $546.70 million on
$768.50 million of net revenue for the same period during the
prior year.

The Company's balance sheet at June 30, 2012, showed $3.03 billion
in total assets, $2.93 billion in total liabilities, and
$103.60 million in shareholders' equity.

"We remain focused on transforming Dex One into a leading
marketing services company," said Alfred Mockett, Dex One CEO.
"Our performance in the quarter demonstrates our efforts are
paying off."

"The successful execution of our debt retirement and great support
from lenders as part of the buyback was a critical component of
our strategy," said Dex One CFO Greg Freiberg.  "We will continue
to reduce costs, while making targeted investments to drive
digital growth."

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

                        http://is.gd/8QjWwG

                          About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

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

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

                            *     *     *

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

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


DIVERSINET CORP: Incurs $1.1-Mil. Net Loss in Second Quarter
------------------------------------------------------------
Diversinet Corp. reported its second quarter 2012 results for the
period ended June 30, 2012.

Revenues for the second quarter of 2012 increased 217% to
US$419,000 from US$132,000 in the same year-ago period.  Revenues
for the six months ended June 30, 2012, increased 22% to
US$701,000 from US$576,000 in the same period in 2011.

Revenues in the second quarter of 2012 included US$185,000 from
the Company's license and reseller agreement with Mihealth Global
Systems and US$75,000 from the University of Nebraska.

Net loss in the second quarter totaled US$1.1 million or US$(0.03)
per share, improving from US$1.7 million or US$(0.04) per share in
the same year ago period.  Net loss for the six months ended
June 30, 2012, was US$2.6 million, or US$(0.06) per share,
improving from US$2.8 million or US$(0.07) per share in the first
six months of 2011.

Cash and cash equivalents were US$5.1 million at June 30, 2012,
compared to US$7.4 million at Dec. 31, 2011.

"Our second quarter growth was the result of our renewed focus on
creating, on behalf of our clients, more effective patient
engagement and care coordination using our MobiSecure(R)
technology," said Dr. Hon Pak, interim Chief Executive Officer.
"The improvement in revenue reflects the strong leverage in our
model and the value we?ve created in our intellectual property."

The Company's balance sheet at June 30, 2012, showed US5.5 million
in total assets, US$749,699 in total current liabilities, and
total shareholders' equity of US$4.8 million.

A copy of the press release for the quarter ended June 30, 2012,
is available for free at http://is.gd/CXtM9D

                      About Diversinet Corp.

Toronto, Ontario-based Diversinet Corp. (TSX Venture: DIV, OTC BB:
DVNTF) provides patented and proven secure products that enable
healthcare organizations to rapidly deploy HIPAA-compliant mobile
healthcare (mHealth) applications to power care coordination.

                           *     *     *

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Diversinet's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company incurred a significant
loss from operations and used significant amounts of cash in
operating activities during 2011.


DUNKIN' BRANDS: Share Repurchase Won't Affect Moody's 'B2' CFR
--------------------------------------------------------------
Moody's Investors Service said Dunkin' Brands, Inc.'s ratings are
unaffected by the company's July 26, 2012 announcement that its
Board of Directors authorized a $500 million share repurchase
program effective over two years, and that the company plans to
potentially upsize its first lien term loan by $400 million to
approximately $1.9 billion. The company intends on using proceeds
from the proposed incremental term loan to return capital to
shareholders as well as for general corporate purposes. The
incremental term loan is available to be drawn during a specified
time period, concurrent with potential share repurchases.

The B2 rating and stable outlook are unaffected at this time due
to Moody's expectation for continued gradual improvement in credit
metrics over the next twelve to eighteen months despite
persistently weak consumer spending, as the company continues to
focus on adding stores, introducing new products, and lowering
costs. Debt will continue to be reduced through scheduled
mandatory payments. The stability associated with Dunkin' Brands'
franchise-based business model also provides ratings support, as
it is less capital intensive and insulated from earnings
volatility related to commodity fluctuations. Further, the
company's liquidity is expected to remain good, supported by the
expectation that cash, operating cash flow and excess revolver
availability will be more than sufficient to support all internal
cash requirements including mandatory debt amortization and
capital expenditures over the next 12 -- 15 months.

Dunkin' Brands' ratings are as follows:

-- B2 Corporate Family Rating;

-- B3 Probability of Default Rating;

-- B2 (LGD 3, 33%) $100 million guaranteed senior secured
    revolver due 2015;

-- B2 (LGD 3, 33%) $1.9 billion guaranteed senior secured term
    loan B, including the potential $400 million incremental term
    loan;

-- SGL-2 Speculative Grade Liquidity rating

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

Dunkin' Brands franchises over 17,000 quick service restaurants
under the brand names Dunkin' Donuts and Baskin-Robbins. The
company owns and operates only a very small number of its own
stores. Revenue for the latest twelve months exceeded $650
million, although system-wide sales are greater than $8.5 billion.


DZ.EYE.N STUDIOS: Hires Cox Smith Matthews as Attorneys
-------------------------------------------------------
Dz.eye.n Studios, LLC, d/b/a Boss Creative, asks permission from
the U.S. Bankruptcy Court to employ Cox Smith Matthews
Incorporated as attorneys.

Thomas Rice, Esq., will lead the Cox Smith team.

The Debtor's lead counsel can be reached at:

         Thomas Rice, Esq.
         COX SMITH MATTHEWS INCORPORATED
         112 East Pecan Street, Suite 1800
         San Antonio, TX
         Tel: (210) 554-5500
         Fax: (210) 226-8395
         E-mail: trice@coxsmith.com

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

Cox Smith received a $20,000 retainer from Boss Creative.  Cox
Smith may from time to time request that the Debtor provide
additional amounts as retainer.

The firm's hourly rates are:

      Professional                    Rates
      ------------                    -----
   Thomas Rice, Shareholder           $395
   Meghan E. Bishop, Associate        $330
   Allison C. Seifert, Paralegal      $160

                        About Boss Creative

An involuntary Chapter 11 case was filed against DZ.EYE.N Studios,
LLC (Bank. W.D. Tex. Case No. 12-51861) on June 8, 2012, by Angel
Staffing.  The petitioning creditor, which asserts a $425,000
claim for an unpaid loan, also filed a motion for a trustee to
take over the Debtor's estate.

Dz.eye.n Studios, doing business as Boss Creative, continues to
manage and operate its business.  Boss Creative is a San Antonio-
Texas based provider of innovative web, print, search engine
optimization and logo design.  Boss Creative's in-house developers
and programmers promise visually stunning, effective and engaging
websites that drive industry standards.


ENNIS COMMERCIAL: Wells Fargo Has Plan for Owner Ben Ennis
----------------------------------------------------------
Wells Fargo Bank N.A. this month filed a proposed plan of
liquidation for debtor Ben A. Ennis.

Mr. Ennis, according to Wells Fargo, appears to owe over $70
million on his loan guarantees.  Mr. Ennis was a successful real
estate developer who owned many commercial real estate properties
through a number of entities.  After the real estate market crash,
many of Mr. Ennis' creditors started to enforce guaranties given
by Mr. Ennis -- which prompted Mr. Ennis to seek bankruptcy.

Wells Fargo, holder of a third of the unsecured claims against
Ennis, filed a liquidating plan under which a "plan administrator"
will be appointed to collect and liquidate all of the Debtor's
assets, including assets Mr. Ennis transferred to his wife before
bankruptcy.  The Plan administrator will take over management of
the estate from Terrence long, who was named Chapter 11 trustee in
May 2011.

The intended duration of the Plan is one to two years.

Mr. Ennis less than a month before filing for bankruptcy signed a
"post-nuptial agreement" with his spouse, Roberta, under which he
transferred to Roberta 30 real properties and a dozen on-and off-
road vehicles.  There was a deal reached in May 2011 under which
Roberta agreed to return the properties to the original
transferors.  But the deal was not approved by the judge after
objections filed by creditors.

Under the Plan proposed by the Wells Fargo, administrative claims,
professional fee claims, and priority tax claims are unimpaired
and will be paid in full.  Secured creditor Rabobank, N.A., owed
$361,000 in principal, is also unimpaired.

With respect to alleged secured claims of (a) Keith Watkins, who
has a scheduled claim of $2.4 million and (b) Daryl C. Nicholson
and related entities, which have estimated claims of $2.4 million,
the plan administrator will file not later than 90 days after the
effective date of the Plan an objection to the claims.  If the
bankruptcy court determines that the claim is valid and secured,
the administrator will have the option of (a) satisfying the claim
according to the terms thereof as determined by the bankruptcy
court (b) abandoning real property securing the claim to the
claimant, and (c) selling the property and paying the payoff
release price.  Watkins and Nicholson are impaired under the Plan.

Wells Fargo, owed the principal of $3.056 million secured by lien
covering multiple parcels of real property, will be unimpaired.
The Plan provides that the plan administrator is authorized to pay
all payments required under the note and deeds of trust but will
have the option of not paying any or all of the claims.

Rabobank and other holders of secured claims are also unimpaired
under the Plan.  They will be deemed to accept the Plan.

Holders of unsecured claims will receive a distribution in the
range of less than 1% to 9.7% of their allowed claims, depending
on a number of factors.  Unsecured claims total approximately $75
million and are based on loan guarantees.  The claims in this
class will likely decrease as holders of the claims realize upon
their collateral.  Unsecured creditors will be required to file
proofs of claim within 90 days after the effective date of the
Plan.

With respect to Mr. Ennis's rights, the plan administrator will
abandon or pay the value of the properties items claimed exempt by
Mr. Ennis.  Mr. Ennis is impaired and, like the unsecured
creditors, will be entitled to vote on the Plan.

According to Wells Fargo, Citizens Business Bank is expected to
file a separate Chapter 11 plan for Ennis Commercial Properties,
LLC.  It is expected that the ECP Plan will proceed toward
confirmation at the same time as the Ennis Plan.

Wells Fargo says that in a Chapter 7 liquidation scenario, the
sales price for the real estate assets would be 15% lower than
they would be under the Plan.  The liquidation analysis projects
that distributions to unsecured creditors in a Chapter 7
liquidation will be 0.9% to 6.3%.

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

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent the Debtor
as counsel.  No creditors committee has been formed in this case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  The Trustee thus stands in the
shoes of Ben Ennis.  Consequently, the Trustee holds all of the
membership interests in ECP and controls it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as
counsel.


EXPERT CAR: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: Expert Car Washes, Inc.
        12681 West Washington Boulevard
        Los Angeles, CA 90066

Bankruptcy Case No.: 12-35754

Chapter 11 Petition Date: July 26, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Michael Jay Berger, Esq.
                  LAW OFFICES OF MICHAEL JAY BERGER
                  9454 Wilshire Blvd 6th Fl
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  E-mail: michael.berger@bankruptcypower.com

Estimated Assets: $0 to $50,000

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

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/cacb12-35754.pdf

The petition was signed by Scott Arditi, vice president.


FLEXIBLE WHIPS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Flexible Whips of Tennessee, Inc.
        6341 Highway 41A South
        Pleasant View, TN 37146

Bankruptcy Case No.: 12-06826

Chapter 11 Petition Date: July 26, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: John C McLemore, Esq.
                  GARFINKLE MCLEMORE & YOUNG PLLC
                  P.O. Box 158249
                  Nashville, TN 37215-9848
                  Tel: (615) 383-9495
                  Fax: (615) 292-9848

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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnmb12-06826.pdf

The petition was signed by Joyce J. Meadows, president/CEO.

Affiliate that simultaneously filed for Chapter 11:

  Debtor                                 Case No.
  ------                                 --------
Robert Wayne Meadows and
  Joyce Johnson Meadows                  12-06825


FLORIDIAN VEST: Case Summary & 16 Unsecured Creditors
-----------------------------------------------------
Debtor: Floridian Vest, LLC
        6111 Peachtree Industrial Road
        Suite B102
        Atlanta, GA 30328

Bankruptcy Case No.: 12-68616

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  John A. Christy, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, NE, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858
                  Fax: (404) 681 1046
                  E-mail: chord@swfllp.com
                          jchristy@swfllp.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 16 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-68616.pdf

The petition was signed by Stanley R. Bullington, manager.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Northwest Atlanta Vest, LLC            12-66726   07/02/12
Peachtree Industrial Vest, LLC         12-66735   07/02/12


GATZ PROPERTIES: Sec. 341 Creditors' Meeting Set for Aug. 24
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Gatz
Properties LLC on Aug. 24, 2012, at 9:00 a.m. at Room 562, 560
Federal Plaza, Central Islip, New York.

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York,
estimating less than $50 million in assets and less than
$10 million in liabilities.  Bankruptcy Judge Alan S. Trust serves
as the Debtor's counsel.  Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York, serves as counsel.

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

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


GAVILON GROUP: S&P Keeps 'BB' Corp. Cedit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Omaha-based
The Gavilon Group LLC, including the 'BB' corporate credit rating,
remain on CreditWatch with positive implications, following an
internal review of the corporate credit rating, including the
company's liquidity position.

The ratings were originally placed on CreditWatch with positive
implications on May 30, 2012, following Tokyo-based Marubeni
Corp.'s (BBB/Negative/--) May 2012 announcement that it will buy
Gavilon for $3.6 billion excluding debt.

Gavilon Group had reported debt outstanding of $2.1 billion as of
March 31, 2012.

"The CreditWatch update acknowledges our continued belief that
Gavilon's credit profile will improve following its proposed
acquisition by Marubeni," said Standard & Poor's credit analyst
Chris Johnson.

"Still, we believe Gavilon's earnings will remain pressured in the
near term primarily because of weakness in the company's more
volatile energy business segment, which we estimate may lead to
EBITDA covenant cushion falling below 10% in the coming quarters.
Therefore, we have revised our liquidity profile for Gavilon to
'less than adequate' from 'adequate.'"


GENPOWER TECHNOLOGIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Genpower Technologies, LLC
        826 W. Royal Oak Court
        Farmington, UT 84025

Bankruptcy Case No.: 12-29676

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Amy L. Butters, Esq.
                  LAW OFFICE OF AMY L. BUTTERS
                  101 North Fort Lane, Suite 104
                  Layton, UT 84041
                  Tel: (801) 513-3328
                  Fax: (858) 430-3442
                  E-mail: amy@butterslaw.com

Scheduled Assets: $1,004,353

Scheduled Liabilities: $443,682

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

The petition was signed by Kirk E. Jenkins, president.


GLOBAL SHIP: Inks New Time Charters for Two Containerships
-----------------------------------------------------------
Global Ship Lease, Inc., has signed new time charters with CMA CGM
for two 4,113 TEU containerships, the 1996-built Ville d'Aquarius
and the 1997-built Ville d'Orion.  The vessels will be chartered
for approximately eight months at a rate of $9,962 per vessel per
day, commencing upon expiration of the current time charters on
Sept. 20 and 21, 2012, respectively.

Ian Webber, Chief Executive Officer of Global Ship Lease, said,
"We are pleased to have signed new time charters for these two
ships with CMA CGM.  These agreements are consistent with our
strategy of operating our fleet of 17 vessels on fixed rate
contracts in order to continue to generate predictable and stable
results.  With these two new contracts, our fleet continues to be
fully time chartered until at least May next year with an average
remaining term of 6.6 years, or 7.9 years weighted by TEU
capacity, representing $1.1 billion of contracted revenue."

Mr. Webber continued, "During a challenging market, we are pleased
to have secured ongoing employment for these vessels into Second
Quarter 2013.  This period typically represents the high season
for chartering activity and enhances the subsequent remarketing
prospects for the two vessels.  The seamless transition from
current to new charters with CMA CGM ensures that we will not
experience any offhire days, incur any costs associated with
repositioning these vessels or pay any third party brokerage
fees."

The time charters for the Ville d'Aquarius and the Ville d'Orion
were executed under an agreement entered into with CMA CGM,
providing Global Ship Lease with the option to obligate CMA CGM to
charter the vessels at an index-linked rate, with a floor of
$8,500 per day.  As part of this agreement, the Company will
accelerate the redemption of 63 Series A Preferred Shares of
$48,000 each from CMA CGM for $3,024,000.  The redemption is to be
funded by restricted cash, which can only be used for this
purpose, since the proceeds resulted from the exercise of warrants
in 2008.  These 63 Preferred Shares were originally scheduled for
redemption on Aug. 14, 2016.

                     About Global Ship Lease

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

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

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

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


GREENFIELD ETHANOL: S&P Alters Ratings Outlook to Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Toronto-
based ethanol producer GreenField Ethanol Inc. (GFE) to negative
from stable. "At the same time, Standard & Poor's affirmed its
'B+' long-term corporate credit rating on the company," S&P said.

"The negative outlook reflects our concerns of refinancing risk
related to GreenField's debt maturity in January 2014 and
declining headroom under the covenants in 2013," said Standard &
Poor's credit analyst Jatinder Mall. "There is also significant
execution risk related with the company's capital expenditure on
several new projects to offset declining EBITDA contributions from
government subsidies."

"The rating on GFE reflects Standard & Poor's view of the
company's weak business risk profile and aggressive financial risk
profile. GreenField relies on government subsidies for a
significant (about 70%) amount of its EBITDA generation and we
expect these subsidies to start declining at the end of 2012,
stopping by the end of 2016. Furthermore, the company is exposed
to commodity price volatility in its ethanol business, and faces
hedging risks associated with its commodity risk. Standard &
Poor's believes that offsetting these weaknesses somewhat are
GFE's long-term customer contracts within its fuel ethanol
business, and strong market positions within the Canadian fuel
ethanol and North American industrial alcohol industry," S&P said.

GFE produces industrial and beverage alcohol, fuel ethanol, and
distillers' grains that it sells largely to North American
customers. The company's four manufacturing plants are in Ontario
and Quebec and are capable of producing more than 600 million
liters of fuel ethanol and industrial alcohol per year. GFE sells
about 75% of its total production as fuel ethanol to Ontario- and
Quebec-based oil refiners. Its beverage and industrial alcohol
business operates three alcohol packaging plants based in Canada
and the U.S., serving more than 6,000 customers.

"The negative outlook reflects our concerns of refinancing risk
related to GreenField's debt maturity in January 2014 and
declining headroom under the covenants in 2013. There is also
significant execution risk related with the company's capital
expenditure on several new projects to offset declining EBITDA
contributions from government subsidies," S&P said.

"We could lower the rating if GFE is unable to refinance 2014 debt
maturities by early 2013, covenant headroom declines to below 10%,
or the industry experiences sustained crush spreads of less than
50 Canadian cents per gallon leading to profitability being lower
than our expectations. We do not expect to revise the outlook to
stable in the next year, given declining subsidies and heavy
capital expenditure on new projects that is likely to deteriorate
liquidity. However, we would consider a stable outlook if the
company is able to refinance debt, improve cushion under
covenants, fund growth capital expenditures, and mitigate
declining EBITDA with the cash flows from new projects," S&P said.


GUIDED THERAPEUTICS: Agrees with FDA on Plan for LuViva
-------------------------------------------------------
Guided Therapeutics, Inc., met with the Food and Drug
Administration on July 20, 2012.  The company believes the meeting
was very positive and plans to work with FDA to finalize the path
forward to gain premarket approval for the LuViva Advanced
Cervical Scan, a non-invasive device used to detect cervical
disease that leads to cancer, instantly and at the point of care.

The preliminary plan calls for the Company to file a PMA amendment
using existing clinical data to address the agency's questions
stemming from its Jan. 20, 2012, "not approvable" letter.  The
Company maintained at the meeting with the FDA that the new data
analysis to be included in the amended PMA demonstrates the
clinical benefit of LuViva in light of new cervical cancer
screening guidelines adopted earlier this year.

"We are pleased with both the tenor and substance of the meeting
with FDA and believe we have a good plan to move the PMA process
forward through what we hope will be a quick review and approval
for LuViva," said Mark L. Faupel, Ph.D., President and CEO of
Guided Therapeutics.  "We believe that once approved, LuViva will
have a very positive impact on the U.S. healthcare system by
improving the standard of care for the early detection of cervical
disease, and providing women and doctors the first test with
instant results."

LuViva has been under FDA PMA review since Sept. 23, 2010.  The
company received a "not approvable" letter for the product on
Jan. 20, 2012.  In May, 2012 the company requested a meeting with
the agency, and suggested a path for possible approval to which
the FDA was receptive.  After a PMA amendment is submitted, the
FDA has 180 days during which it can respond.

In addition to the recently announced CE Mark, LuViva has
marketing approval from Health Canada.  Guided Therapeutics was
awarded ISO 13485 certification in January, 2011.  The company
continues to anticipate a launch in international markets later in
2012.

                     About Guided Therapeutics

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

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

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

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

                         Bankruptcy Warning

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


HARPER BRUSH: Committee Taps Freeborn & Peters as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Harper Brush Works, Inc., asks the U.S. Bankruptcy Court
for the Southern District of Iowa for authority to employ Freeborn
& Peters LLP as counsel.

As the Committee's counsel, Freeborn & Peters will:

   (a) advise the Committee on all legal issues as they arise;

   (b) represent and advise the Committee regarding the terms
       of any sales of assets or plans of reorganization or
       liquidation and assisting the Committee in negotiations
       with the Debtor and other parties;

   (c) investigate the Debtor's assets and pre-bankruptcy
       conduct;

   (d) analyze the perfection and priority of the liens of the
       Debtors' secured creditors; and

   (e) prepare, on behalf of the Committee, all necessary
       pleadings, reports, and other papers.

Freeborn & Peters' hourly rates range from $230 per hour for new
associates to $555 per hour for senior partners. Paraprofessional
services will be billed at $185 per hour.

The customary and proposed hourly rates to be charged by the Firm
for individuals expected to be directly involved in representing
the Committee are:

     Richard S. Lauter (Partner)            $555
     Thomas R. Fawkes (Partner)             $480
     Devon J. Eggert (Associate)            $320
     Elizabeth L. Rodgers (Associate)       $230

Freeborn & Peters will also seek reimbursement of necessary out-
of-pocket expenses.

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

                      About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HAWAIIAN TELCOM: Bid to Withdraw Reference in Ruley Suit Due Nov.
-----------------------------------------------------------------
Bankruptcy Judge Lloyd King in Honolulu, Hawaii, said he will
entertain a motion to withdraw bankruptcy court reference of a
lawsuit commenced by the litigation trustee in the Chapter 11 case
of Hawaiian Telcom Communications, Inc., against Michael S. Ruley
if filed on or before Nov. 1, 2012.

On April 17, 2012, the Court entered an order vacating the trial
date in the lawsuit of July 9, 2012, extending the discovery cut-
off date and calculation of associated deadlines to Aug. 31, 2012,
and requiring the defendant to file a memorandum on entitlement to
a jury trial.  The Defendant filed the memorandum timely May 18,
2012.

Judge King said the Defendant's jury demand is well-taken.  Judge
King indicated that it is appropriate that reference of the
lawsuit be withdrawn to the United States District Court so that a
district judge may preside at a jury trial.  However, a bankruptcy
proceeding may be withdrawn only on the timely motion of a party
or by the district court on its own motion.  "[T]he best course of
action is for one or more of the parties to move to withdraw
reference once the bankruptcy court disposes of all pretrial
matters," Judge King said.

For the purpose of withdrawing reference, Judge King held that
pretrial matters will be concluded as of the discovery cut-off
date, further extended by stipulated order to Oct. 31, 2012.  The
deadlines to file or make disclosures, discovery requests,
designation of experts and submission of their reports, as well as
motions to join or amend and to compel discovery have passed or
will have passed by Oct. 31, 2012.  Any dispositive motions and
motions in limine may be considered by the district judge prior to
trial in accordance with the district court's local civil rules.

According to Judge King, a motion to withdraw reference must be
filed in the bankruptcy court, together with payment of the $176
filing fee, by one or more of the parties.  The motion should not
be filed before November 1, 2012, or if discovery is concluded
earlier, not before the filing of a certification to that effect
by counsel for both parties.

The lawsuit is, SHULTS & TAMM, a law corporation, as Litigation
Trustee, Plaintiff, v. MICHAEL S. RULEY, Defendant, Adv. Proc. No.
11-90012 (Bankr. D. Hawaii).  A copy of the Court's July 25, 2012
Memorandum Regarding Withdrawal of Reference is available at
http://is.gd/0SLOAwfrom Leagle.com.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13086) on Dec. 1,
2008.  Judge Peter Walsh of the U.S. Bankruptcy Court for the
District of Delaware on Dec. 30, 2008, approved the transfer of
the Chapter 11 cases to the U.S. Bankruptcy Court for the District
of Hawaii before Judge Lloyd King (Bankr. D. Hawaii Lead Case No.
08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors was appointed and
represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
disclosed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Judge King entered on Dec. 30, 2009, an order confirming a plan of
reorganization for Hawaiian Telcom.  The plan was declared
effective in October 2010 after the Reorganized Debtors obtained
the backing of the U.S. Federal Communications Commission and the
Hawaii Public Utilities Commission.  Shults & Tamm was appointed
the litigation trustee, and is represented by Christopher Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi in Honolulu.


HAWKER BEECHRAFT: Judge Holds Back Decision on Bonus Plan
---------------------------------------------------------
The Associated Press reports the Bankruptcy Judge has withheld a
decision regarding a disputed proposal that would grant up to $5.3
million in bonuses to eight Hawker Beechcraft senior executives in
a Key Employee Incentive Plan.

The report relates the judge asked for a written summary of the
testimony from the hearing before he rules on the matter.  At the
same time, the judge approved an additional $1.9 million in
bonuses for 31 other management-level employees at Hawker
Beechcraft in a Key Employee Retention Plan.

The report notes the Justice Department's bankruptcy watchdog
agency and the Machinists union filed objections to the bonus
plan.  Both have challenged the bonus plan, contending it is
essentially a "disguised retention plan" that does little other
than reward managers for staying during bankruptcy reorganization,
the report notes.

"If this motion is approved, the Beechcraft Eight can rightfully
take their place as the newest poster boys for corporate greed and
excess in the United States," the report quotes Ron Eldridge, the
union's aerospace coordinator, as stating.

According to the report, the company defended the proposal in a
document filed with the court before the hearing, saying the
payments are appropriate because there is significant work to do
before the company emerges from bankruptcy.

The report, citing court documents, says pursuing the proposal
involves obtaining multiple regulatory approvals, carving out the
defense business, negotiating with key parties to preserve
important business relationships, responding to diligence
requests, drafting and negotiating a definitive purchase agreement
and, if an agreement is reached, conducting a competitive auction
to try for higher or better offers.

The report notes, at the same time, the senior leadership team
must work on a plan to emerge from bankruptcy as a stand-alone
company.  That will require securing support for the plan from
creditors, resolving the treatment of the company's three defined
benefit plans, negotiating the terms of a new retirement plan and
getting commitments for financing to emerge from Chapter 11.

The report says a stand-alone plan also means implementing an
"orderly shut down" of the business jet business, which will
include facility closures and reductions in force.

The report relates, in order for any bonuses to be paid, the
company must consummate the standalone plan before Dec. 15 or
close the sale of the company before Jan. 15.

The report relates U.S. Trustee Tracy Hope Davis argued there must
be other factors such as "challenging standards" or "high hurdles"
for debtors to overcome before they can be paid bonuses, and that
Hawker Beechcraft's bonus plan did not meet those standards.

                       About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

Hawker Beechcraft has entered into exclusive negotiations with
Superior Aviation Beijing Co., Ltd. regarding a $1.79 billion
strategic combination.  As part of the exclusivity agreement,
Superior will provide $50 million to sustain Hawker Beechcraft's
jet business.

Any definitive agreement reached with Superior would be subject to
approval by the Committee on Foreign Investment in the United
States and other regulatory agencies.  In addition, any definitive
agreement with Superior will be subject to termination if another
potential purchaser succeeds in the mandatory competitive auction
process which will be overseen by the U.S. Bankruptcy Court.

If negotiations with Superior are not concluded in a timely
manner, Hawker Beechcraft will proceed with seeking confirmation
of the Joint Plan of Reorganization it filed with the U.S.
Bankruptcy Court on June 30, 2012, which contemplates Hawker
Beechcraft emerging as a standalone entity with a more focused
portfolio of aircraft.  Under the Standalone Plan, the company
would wind down the company's jet-related businesses, a process
that likely would have commenced already but for Superior's
compelling proposal to the company.

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


HAWKER BEECHCRAFT: Machinists to Block Excessive Bonuses for Exec
-----------------------------------------------------------------
Calling it a thinly disguised effort to reward top executives at
Hawker Beechcraft for achieving "routine, short-term and not
particularly challenging" tasks, the International Association of
Machinists and Aerospace Workers filed a formal objection to a
proposal that would grant up to $5.3 million for the Beechcraft
Eight, an octet of senior executives named as beneficiaries of a
so-called Key Employee Incentive Plan (KEIP).

"The attempt to implement such a lucrative bonus program for the
very executives who led Hawker Beechcraft into bankruptcy is
particularly outrageous after thousands of Hawker employees have
already lost their jobs and thousands more could lose jobs and
pension benefits," said IAM Aerospace Coordinator Ron Eldridge.
"These executives, who already have a fiduciary duty to maximize
Hawker Beechcraft's value, should not need any additional
incentive to complete their most basic responsibilities."

In its filing, the IAM said the Court should not lose sight of the
"complete irony and hypocrisy" of a motion seeking to provide
millions in bonuses for executives at a company struggling to
survive.

"If this motion is approved, the Beechcraft Eight can rightfully
take their place as the newest poster boys for corporate greed and
excess in the United States," said Eldridge.  "The 80-year legacy
of Hawker Beechcraft deserves better than this tawdry spectacle of
corporate avarice."

The IAM also calls for the motion to be denied because the KEIP
fails to specify any true "incentive thresholds" as required by
U.S. Bankruptcy Code.  Rather, the motion seeks to provide the
executives with up to $5.3 million in "pay to stay" bonuses.  The
lack of true incentives going forward reveals the KEIP for what it
really is - a retention plan that fails to satisfy basic
Bankruptcy Code requirements.

The IAM represents more than 3,500 workers at Hawker Beechcraft
and is one of the largest industrial trade unions in North
America, representing nearly 100,000 aerospace workers among
700,000 active and retired members in dozens of industries.

                       About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.  Hawker Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

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

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

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

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

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


HOVNANIAN ENTERPRISES: S&P Alters Ratings Outlook to Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Hovnanian Enterprises Inc. to positive from negative. "At the same
time, we affirmed our ratings on the company, including the 'CCC-'
corporate credit rating," S&P said.

"The outlook revision reflects the company's improved liquidity
position," said credit analyst George Skoufis. "We also revised
our liquidity assessment to 'adequate' from 'less than adequate.'
Hovnanian has taken steps to improve its near-term liquidity,
which consists of cash that modestly exceeds our prior
expectations. Importantly, the company faces negligible maturities
over the next 18 months. However, we note that aggressive land
spend or debt repurchases would reduce what is a moderate absolute
level of cash."

"The positive outlook reflects an improved liquidity position that
appears sufficient to meet near-term capital needs. We would raise
our ratings if recently improved operating trends appear
sustainable and adequate liquidity is maintained. Alternatively,
we would lower our ratings if housing operations deteriorate and
the company aggressively invests in land resulting in a cash
position below the low end of the company's cash target or we
believe another distressed debt exchange or debt restructuring is
likely."


HUGHES TELEMATICS: Completes Merger with Verizon Telematics
-----------------------------------------------------------
HUGHES Telematics, Inc., completed its merger with Verizon
Telematics Inc. "Sub", a wholly owned subsidiary of Verizon
Communications Inc., pursuant to the Agreement and Plan of Merger,
dated as of June 1, 2012, by and among the Company, Verizon and
Sub.  Pursuant to the Merger Agreement, Sub merged with and into
the Company, with the Company surviving the Merger as a wholly
owned subsidiary of Verizon.

In connection with the Merger, on July 26, 2012, the Company
repaid:

   -- all amounts accrued and outstanding under the Amended and
      Restated Credit Agreement, dated as of April 9, 2008, among
      the Company, the lenders party thereto, Morgan Stanley
      Senior Funding, Inc., as administrative agent, and Morgan
      Stanley & Co. LLC, as collateral agent;

   -- all amounts accrued and outstanding under the Senior
      Subordinated Unsecured Promissory Note, dated as of
      March 31, 2008, executed by the Company payable to
      Communications Investors LLC; and

   -- all amounts accrued and outstanding under the Senior
      Subordinated Unsecured Promissory Note, dated as of Dec. 12,
      2008, executed by the Company payable to PLASE HT, LLC.

In accordance with the Merger Agreement, at the Effective Time,
each outstanding share of common stock of the Company was
converted into the right to receive $12.00 in cash, without
interest, other than (1) Earnout Shares, (2) any shares of Common
Stock owned by Verizon or the Company or any of their subsidiaries
and (3) those shares of Common Stock with respect to which
appraisal rights under Delaware law are properly exercised and not
withdrawn.  Additionally, at the Effective Time, outstanding
warrants and vested options were canceled and converted into the
right to receive an amount in cash, without interest, equal to the
excess, if any, of the Merger Consideration over the exercise
price per share of each such warrant or option, as applicable,
multiplied by the number of shares that could have been purchased,
payable within 10 days of the Effective Time.  Each Non-Earnout
Option that was unvested at the Effective Time was converted into
a right to receive the Non-Earnout Option Consideration payable on
the earliest of (1) Dec. 31, 2012, (2) the last payroll date of
Verizon in 2012 and (3) the payroll date of Verizon following the
date the Non-Earnout Option would have become vested, in an amount
equal to the product of the excess of the Merger Consideration
over the exercise price per share multiplied by the number of
shares that may be purchased.

Quotations of Common Stock were suspended prior to the open of
trading on July 26, 2012.  On July 13, 2012, the Company notified
the Financial Industry Regulatory Authority of the planned Merger.
Upon notice to FINRA of the consummation of the Merger prior to
the open of trading on July 26, 2012, the Common Stock was removed
from the Over-the-Counter Bulletin Board, where that stock was
quoted under the symbol "HUTC."  The Company intends to file with
the SEC a certification and notice of termination with respect to
its Common Stock on Form 15, requesting that its Common Stock be
deregistered under Section 12(g) of the Securities Exchange Act of
1934, as amended, and that the reporting obligations of the
Company with respect to its Common Stock under Sections 13 and
15(d) of the Exchange Act be suspended.  Accordingly, the last day
that the Common Stock was quoted on the OTCBB was July 25, 2012.

On July 26, 2012, all of the directors of the Company immediately
prior to the Merger were replaced by the following individuals:
John W. Diercksen and John G. Stratton.  The officers of the
Company immediately prior to the Effective Time continued as
officers of the Company through and following the Effective Time.

In connection with the Merger, the Company removes from
registration all of its securities registered pursuant to the
Registration Statements filed with the SEC that remain unsold on
July 26, 2012.

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


ICONIC IMPORTS: Bankr. Pending Discharge, Says Parent
-----------------------------------------------------
Iconic Brands, Inc. disclosed corporate updates as related to
ongoing operations and forward looking plans.  "As previously
announced in September of last year our wholly owned subsidiary,
Iconic Imports Inc. was forced to file chapter 7 bankruptcy when a
senior creditor foreclosed on the subsidiary assets.  The
bankruptcy hearing has been held without claim and is pending
discharge.  There is no effect on the capital structure; the
company maintains approximately 52 million shares outstanding with
approximately 20 million in the public float.

Iconic Brands said, "In the interim we have aggressively started
the process to update our financials and engage in new business
opportunities to create value for our shareholders.  We anticipate
having all of the financials updated by no later than the third
quarter ending September 30th, 2012.  We have put up a simple
website to provide information while going through this process.
http://www.icnb.info/"

"It should be noted that on July 24th we received a notice from
OTCMarkets that our company stock has been labeled with "Caveat
Emptor" for unusual trading in terms of price and/or volume of the
security without current information available for investors, we
have spoken with OTCMarkets and they're aware that the company is
updating the information and will remove this moniker immediately
post of our filings."

                        About Iconic Brands

Headquartered in New York, NY Iconic Brands historically
developed, marketed and distributed high-quality branded alcoholic
beverages, the company is currently evaluating several business
opportunities for new product launch this year and possible
business combinations.


INTERNATIONAL HOME: Court OKs $250,000 Loan from Principal
----------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico authorized International Home
Products, Inc., and Health Distillers International, Inc., to
obtain $250,000 unsecured debtor-in-possession financing from
their principal A. Berti Foti.

The Debtors would use the money to continue to purchase new
inventory, fund its operations and pay its employees.  Mr. Foti
committed to provide the funding because First Bank of Puerto Rico
refused to allow the use of the Debtors' cash collateral.

The Court also ordered that repayment obligations be afforded
superpriority status.

                 About International Home Products

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

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


INTERPOOL INC: S&P Assigns B+ Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Interpool Inc. The outlook is stable.

"At the same time, we assigned a 'B-' rating (two notches below
the corporate credit rating) to the proposed $325 million second-
lien notes to be co-issued by TRAC Intermodal Corp. and TRAC
Intermodal LLC, wholly owned subsidiaries of TRAC Intermodal
Holding Corp.(Holding) (not rated). Holding is parent to Interpool
Inc.," S&P said.

"We assigned the notes a '6' recovery rating indicating likely
negligible (0-10%) recovery for noteholders in a payment default,"
S&P said.

"The ratings on Princeton, N.J.-based Interpool reflect the
company's substantial debt load and limited financial
flexibility," said Standard & Poor's credit analyst Funmi Afonja.
"The company has pledged almost all of its assets as collateral
under various financings. Positive credit factors include
Interpool's No. 1 market position in an industry with limited
number of market participants, as well as its ability to scale
back capital spending and reduce debt in periods of weak demand.
We categorize Interpool's business risk profile as 'fair,' its
financial risk profile as 'aggressive,' and its liquidity as
'adequate' under our criteria."

"Interpool operates under the name TRAC Intermodal. The company
provides long-term chassis leases, pooling arrangements, and
chassis management services to liner companies, railroads, and
U.S. transportation companies. Interpool generates the substantial
majority of revenues and earnings from chassis pooling
arrangements and from term leases, and the remaining from
finance leases and management fees for managing equipment for
customers. Chassis are wheeled frames that carry intermodal cargo
containers, together forming the equivalent of a truck trailer. In
July 2007, an affiliate of Fortress Investment Group LLC (not
rated) purchased Interpool and took the company private. The
company does not publicly disclose financial information," S&P
said.

"Interpool has a dominant presence in both the markets to lease
chassis that carry marine cargo containers (i.e., those
transferred from ships) and those that carry domestic cargo
containers, and it is the largest U.S. chassis leasing company.
Interpool has slightly more than half of the market for leased
marine chassis market (shipping lines, trucking companies, and
intermodal marketing companies that own and operate chassis, in
addition to those leasing companies provide) and slightly more
than half of the entire domestic chassis market (both those that
lessors provide and those that other companies own, such as
truckers). Interpool has an active fleet of approximately 249,000
chassis, most of which it owns. The average age of the active
fleet is about 11.5 years. Interpool's fleet is substantially
larger than that of its closest competitor, Flexi-Van Leasing Inc.
(not rated). Interpool and Flexi-Van are the dominant players
among chassis lessors," S&P said.

"We believe Interpool will continue to benefit from a sluggish,
but gradually improving, U.S. economy, which supports cargo
transportation volumes and chassis usage. Fleet utilization
averaged in the high-80% area during 2011, compared with an
average in the mid-80% percent area during 2010, and we expect a
modest improvement in utilization during 2012.Most of Interpool's
equipment is under pooling arrangements or long-term leases (terms
greater than one year), and a small portion is on direct finance
leases. Pools are arrangements under which a lessor manages a
group of chassis owned by various companies (which may include the
lessor) and makes them available to users on a short-term basis.
The average remaining term on Interpool's term leases is less than
two years, and on direct finance leases it is less than five
years," S&P said.

"We expect revenues and earnings to increase in 2012, benefiting
from higher utilization and modest increase in lease rates. Higher
operating expenses for repositioning chassis currently in storage
back into use and costs associated with repairs and tune-ups of
chassis will partly offset the improvement. We expect operating
margins (after depreciation and amortization) of about 19%,
compared with about 17% at year-end 2011. We also expect funds
from operations (FFO) to debt to approach 10% during 2012,
compared with 8.6% at the end of 2011, and for debt to capital to
remain in the mid-60% area. Interpool, as an equipment leasing
company, operates at higher leverage than comparably rated
industrial companies. Credit measures could vary depending on the
timing and magnitude of capital spending," S&P said.

"The stable outlook reflects our expectation that the company will
modestly improve its financial profile. A modest near-term
increase in debt will partly offset earnings and cash flow from
higher utilization and rates. We could lower our ratings if
renewed economic weakness causes lower utilization and pricing,
causing earnings and cash flow to fall such that FFO to total debt
falls to and remains less than 5% and debt to capital exceeds 80%.
We do not expect to raise the ratings over the next year. However,
we could raise the rating if better-than-expected earnings or
reduced debt cause FFO to debt to approach mid-teens percent and
operating margins to rise higher than 20% on a sustained basis,"
S&P said.


KINGSBURY CORP: Brendan Recupero Withdraws as Committee's Counsel
-----------------------------------------------------------------
Brendan C. Recupero, Esq., on July 13 submitted a notice of
withdrawal of appearance as counsel to the Official Committee of
Unsecured Creditors in Kingsbury Corp., et al.'s Chapter 11 cases.
The law firm of Jager Smith P.C. will remain as counsel for the
Committee.

The Committee's counsel can be reached at:

         Steven C. Reingold, Esq.,
         JAGER SMITH P.C.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 951-0500
         Fax: (617) 951-2414
         E-mail: sreingold@jagersmith.com

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Jennifer Rood,
Esq., and Robert J. Keach, Esq., at Berstein, Shur, Sawyer &
Nelson, serve as counsel to the Debtors.  Donnelly Penman &
Partners serves as its investment banker.  In its schedules, the
Debtor disclosed $10,134,679 in assets, and $24,534,973 in
liabilities as of the petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.


KMC REAL ESTATE: Plan of Reorganization Confirmed
-------------------------------------------------
Judge Basil H. Lorch III late last month entered an order
confirming the Chapter 11 Plan of Reorganization of KMC Real
Estate Investors, LLC.

Judge Lorch held a hearing on May 31 on the Second Amended Plan of
Reorganization dated March 13, 2012.

The Plan provides for these terms:

    * RL BB Financial LLC (Rialto), which asserted a $21 million
      secured claim, will receive a promissory note in the
      principal amount of $16 million.  Rialto will retain its
      lien on the Debtor's real estate and the note will bear
      annual interest at the fixed rate of two (2) points above
      the prime rate published by the Wall Street Journal in
      effect on the Effective Date, and the obligations thereunder
      will mature 240 months after the Effective Date.  The
      monthly payment obligations owing to Rialto under Rialto
      Note A will be determined based on a 360-month amortization.

    * Holders of unsecured claims not entitled to priority (Class
      3A) aggregating $403,000 will receive beginning 30 days
      after the effective date of the Plan cash distributions
      representing each holder's pro rata portion of regular
      payments totaling $6,725 per month for a period of 60
      months.  The Debtor's liability to DivLend Equipment
      Leasing, LLC (Class 3B) under a guaranty will remain intact.
      Rialto will receive $500,000 on account of its unsecured
      claims (Class 3C).  Holders of unsecured subrogree claims
      (Class 3D) will retain its subrogation rights against the
      Debtor.

    * Membership interests in the Debtor will be cancelled.

According to the Plan order dated June 28, Rialto's objections
were overruled on the merits.

Judge Lorch held that the combination of the cash infusion into
KMC and KMCREI, the completion of the hospital facility, combined
with the ongoing operations of KMC and its ability to make rental
payments to KMCREI, all pursuant to their respective Plans,
sufficiently demonstrates the feasibility of the KMCREI Plan.

The Debtor's ability to fund the Plan is premised on the Debtor's
and KMCREI's ability to obtain infusions of capital from
affiliates of Granger Group, LLC in the aggregate amount of not
less than $10,820,357.  The exit investors will contribute cash to
fund the Plan in exchange for the sole membership interest in
KMCREI.

The judge said that the Plan's treatment of the unsecured claims
is fair and equitable, and does not result in unfair
discrimination.  He said that the separate classification of
Rialto's unsecured deficiency Class 3C Claim from general
unsecured claims included in Class 3A is appropriate and justified
under 11. U.S.C. Sec. 1122 due to the different nature of the
claims included in Class 3A, which are comprised of claims for
goods or services provided to KMCREI or KMC and are held by
claimants KMC and KMCREI may have ongoing business relations with,
as compared to RL BB's Class 3C Claim, comprised solely of the
deficiency balance on its secured claim.  Further justifying the
appropriateness of separately classifying Rialto's Class 3C Claim
from the general unsecured claims in Class 3A are the guaranties
RL BB holds executed by a number of doctors securing RL BB's
claims against KMCREI and the large sums already collected, and
likely yet to be collected, on said guaranties.

A copy of the confirmation order is available for free at:

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

                  About KMC Real Estate Investors

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik,
P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed it has undetermined assets and
$24.8 million in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.

The Bankruptcy Court granted RL BB Financial relief from stay on
the Debtor's assets. The relief from stay is effective on July 25,
2011, at the close of business.


KNOTT'S INTERIORS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Knott's Interiors, Inc.
        1505 North Hermitage Road
        Hermitage, PA 16148

Bankruptcy Case No.: 12-11068

Chapter 11 Petition Date: July 27, 2012

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

Judge: Thomas P. Agresti

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/pawb12-11068.pdf

The petition was signed by Charles Knott, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Charles Knott


KNOWLEDGE UNIVERSE: S&P Lowers Issuer Credit Ratings to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on U.S.
early childhood education provider Knowledge Universe Education
LLC (KUE) to 'CCC' from 'B-'. "At the same time, we removed all
the ratings from CreditWatch, where they were placed with negative
implications on April 5, 2012. The outlook is negative," S&P said.

"The downgrade reflects our expectation that absent a significant
rebound in operating performance, KUE's continued negative
discretionary cash flow will consume its cash balances," said
Standard & Poor's credit analyst Hal Diamond. "We also believe
that the company will likely need another amendment to its
revolving credit facility due June 2014 by the second half of
2013. Its covenants tighten every quarter starting September 2012
until March 2014, while continued high unemployment and strained
state budgets would likely restrict a rebound in operating
performance."

"Standard & Poor's rating on KUE reflects the company's 'weak'
liquidity position, including its narrow headroom with amended
covenants, and rising lease-adjusted leverage (11x as of March 31,
2012), underpinning our financial risk profile assessment of
'highly aggressive.' We consider the company's business risk
profile 'vulnerable' because of its narrow operating focus,
sensitivity of capacity utilization rates to high unemployment,
and dependence on state and local federal subsidized programs,
which are vulnerable to budget constraints."

"We expect KUE to continue to underperform some of its U.S. peers,
and maintain a lower EBITDA margin," added Mr. Diamond.

"The negative outlook reflects that operating performance will
remain weak in the child care services industry and our concern
that KUE's cash balances will continue to fall as a result of
negative discretionary cash flow. We see the risk that the company
will need an amendment or waiver in the latter half of 2013 to
avoid a covenant violation if EBITDA declines do not reverse," S&P
said.

"We could lower the rating if EBITDA declines more rapidly than
currently expected and negative discretionary cash flow
accelerates, aggravating weak liquidity. More specifically, if
revenue falls 5% and EBITDA drops an additional 10%, resulting in
only a mid-single-digit percent cushion of compliance, with a
possibility of declining further, we could lower the rating," S&P
said.

"We regard a near-term revision of the outlook to stable as a
remote scenario, involving consistent improvement in overall
profitability, reversal of discretionary cash flow deficits, and
financial policies that support progress in reducing leverage and
restoring a healthy margin of compliance with financial
covenants," S&P said.


LACK'S STORES: Landlord, Not Assignee, Can File Rejection Claim
---------------------------------------------------------------
Lack's Stores, Inc., rejected a lease on real property located in
Williamson County at 13530 IIWY 183 North, in Austin, Texas.  The
Group J-Bar Inc. leased the Property to Lack's.  The Group Family
Limited Partnership purchased the Property from J-Bar, and GFP "is
the successor in interest to all of the right, title and interest
of [J-Bar], as Landlord, under the Lease."  GFP assigned the Lease
to Thrivent Financial for Lutherans Inc. "to secure its
indebtedness to Thrivent."  Prior to Lack's bankruptcy filing,
Thrivent loaned $3,400,000 to GFP secured by a Deed of Trust and
Security Agreement and Fixture Financing Statement, an Assignment
of Leases and Rents, and other collateral security documents.

Thrivent, an assignee of the Lease, filed a proof of claim against
Lack's for lease rejection damages.  GFP, the landlord under the
Lease and title owner of the Property, filed its own proof of
claim for lease rejection damages under the same Lease.

Thrivent contends that as assignee of the Lease -- in accordance
with the provisions of the Deed of Trust, Assignment, and Security
Documents -- it is entitled to the lease rejection damages.  GFP
contends that it, as the landlord under the Lease, is entitled to
the lease rejection damages.

Based on the entire record, Bankruptcy Judge Jeff Bohm held that
Thrivent has an assignment from GFP, which allows Thrivent to
recover the rents from the Property only in the event of default
by GFP -- and GFP is not in default.  Accordingly, the Court ruled
that Thrivent, as a matter of law, is not entitled to the lease
rejection damages asserted in its Proof of Claim; and the Court
further concluded that GFP is entitled to collect the lease
rejection damages from Lack's.  Nevertheless, Thrivent's lien
attaches to these funds, and GFP cannot freely use them until the
Note is repaid.

A copy of the Court's July 25, 2012 Memorandum Opinion is
available at http://is.gd/GQnO3Ffrom Leagle.com.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010.  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.

Lack's Stores' First Amended Joint Plan of Reorganization was
declared effective on June 1, 2012.  The Plan was confirmed at an
April 3, 2012 hearing.


LEHMAN BROTHERS: Files Updated Cash Flow Estimates
--------------------------------------------------
Lehman Brothers Holdings Inc. filed in U.S. Bankruptcy Court for
the Southern District of New York cash flow estimates for the
period beginning Jan. 1, 2012 through the Company's estimated end
of activities.  The Company's current total estimate for net cash
from operations for the period subsequent to Jan. 1, 2011 is $40.5
billion, reflecting a $6 billion increase in estimated net cash
from operations as compared to the estimates in its earlier
Disclosure Statement filed in August 2011.

The Modified Third Amended Joint Chapter 11 Plan, Disclosure
Statement and related filings, including the cash flow estimates
referred to above, can be found at http://www.lehman-docket.com/
in the "Key Documents" section.  The Company has established an
email address, which can also be found in the filing referenced
above, to receive questions regarding financial disclosures. The
Company plans to review questions and, where appropriate, post
responses.

                       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)


LEE'S FORD: Court Approves DelCotto Law Group as Counsel
--------------------------------------------------------
Lee's Ford Dock Inc. and its affiliates sought and obtained
approval from the U.S. Bankruptcy Court to employ DelCotto Law
Group as counsel.  The engagement will be led by Laura Day
DelCotto, Esq., a member of the firm, and Amelia Martin Adams,
Esq.

To the best of the Debtors' knowledge, the attorneys of DLG do not
have any connection with the Debtors, their creditors, any party
in interest, or their respective attorneys.

DLG has received a $80,000 retainer for services and expenses
rendered prepetition (including filing fees) prior to filing the
petition, and holds the remaining balance of $22,243 in escrow.
DLG seeks court approval of a lien in its favor against the funds
in its escrow account to secure payment of fees and expenses
approved in the Chapter 11 cases.

The firm's current hourly rates range from $150 to $425 per hour
for attorneys and $130 to $145 per hour for paralegals.

                    About Lee's Ford Dock Inc.

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

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

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

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


LEVEL 3: Lowers Second Quarter Net Loss to $62 Million
------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $62 million
on $1.58 billion of revenue for the three months ended June 30,
2012, compared with a net loss of $181 million on $913 million of
revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$12.94 billion in total assets, $11.73 billion in total
liabilities and $1.21 billion in stockholders' equity.

"We continue to see steady market demand for our services," said
James Crowe, CEO of Level 3.  "We saw double digit sequential
growth in Core Network Services sales orders in the second
quarter, and as a result, we expect stronger sequential
performance for the second half of the year.  Additionally, we
remain on track to realize projected synergies, and integration is
proceeding as planned."

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

                        http://is.gd/b6psNo

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

                          *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.


LIBORIO MARKETS: Judge Converts Chapter 11 Case to Chapter 7
------------------------------------------------------------
The Packer reports that Judge Barry Russell entered an order on
July 27 converting the Chapter 11 reorganization of Liborio
Markets Inc. to a Chapter 7 liquidation just three days after the
U.S. Department of Agriculture lifted a reparation order against
the company and members of the Alejo family.

According to the report, the USDA's Agricultural Marketing Service
restored the rights of the Los Angeles company and its principals
to do business in the produce industry July 24.  The agency stated
the company had met its obligation under the Perishable
Agricultural Commodities Act.

The report says an unpaid debt of $21,461 to an unnamed Florida
supplier spurred the USDA on April 3 to sanction the company and
John Alejo, Enrique M. Alejo, Randy M. Alejo, and Enrique J.
Alejo.

The report relates, regardless of the removal of the sanction,
members of the Alejo family and the group of Liborio companies
they operate are still in the midst of a multimillion dollar
bankruptcy case.

According to the report, the judge set this schedule:

  -- Within 14 days of the order Liborio must file a schedule of
     unpaid debts incurred after the Chapter 11 case was filed
     (April 13);

  -- Within 30 days Liborio must file and transmit to the
     Chapter 7 trustee a final report; and

  -- Liborio must turn over to the trustee all records and
     property remaining in its custody and control.

The report says bankruptcy documents show total debts of
$50 million to $100 million.  The bankruptcy filing estimates 100-
200 creditors, including a $56 million claim by Banco Popular
North America.  In its statement of financial affairs filed May 7,
Liborio reported gross business revenue of $11 million in 2010,
$10.58 million in 2011, and $2.57 million year-to-date at that
time for 2012.

Liborio Markets Inc. and the Alejo famiy are also defendants in
two federal court disputes with produce suppliers who say they are
owed a total of more than $1 million under PACA.

In the federal court cases, Valley Fruit & Produce Co., Los
Angeles, is seeking $887,000 and American Produce, Denver, is
seeking $199,000.  Those cases, both filed Jan. 23, remain
pending.

According to the report, the bankruptcy judge addressed those
claims as well as those of other PACA creditors in a separate
order July 27.  He also gave Banco Popular retroactive control and
possession of the stores operated by Liborio and the Alejo family
back through July 24.

The report says the judge ordered the bank to coordinate with PACA
claimants valuation of perishable goods and personal property
disposition.  By Sept. 15 the bank, other debtors, PACA claimants
and the trustee must file a report for the disposition of personal
property in the case.

"All proceeds from the liquidation of the personal property, net
of all out-of-pocket costs incurred for security and asset
disposition, shall be held by the bank in a segregated account
pending resolution of any disputes concerning priority rights and
interests . . .," the report quotes Judge Russell as stating.

The report also relates John Alejo on July 23 asked the bankruptcy
court for a 30-day extension to file the reorganization plan.  The
court had ordered the plan due July 24.  In his declaration, Mr.
Alejo said Liborio decided to close five of its weakest performing
stores and convert them to Chapter 7 liquidation status.  Mr.
Alejo also said Liborio had been working diligently on
transactions to aid with the reorganization, including the sale of
real property, furniture and fixtures for $36.5 million to SP
Grand Resources.

Banco Popular objected to the extension request, saying "the
debtors have not made any real progress toward reorganizing.  All
they have been able to do is manage to keep the doors open while
digging themselves further into debt. . . ."

Based in Pasadena, California, Liborio Market, Inc., operates a
chain of supermarkets that retails meat products, seafood, poultry
goods, fresh fruits, vegetables, fresh baked bakery goods,
prepared foods, and private label products.  The company has
stores in Los Angeles, Maywood, and Ontario, California; Las
Vegas, Nevada; and Commerce City, Aurora, Colorado Springs, and
Thornton, in Colorado.  The Company and its affiliates filed for
Chapter 11 protection on April 13, 2012 (Bankr. C.D. Calif. Case
No. 12-23254).  Judge Barry Russell presides over the case.  David
B. Golubchik, Esq., at Levene neale Bender Rankin & Brill LLP,
represents the Debtors.  The Debtors estimated assets of between
$1 million and $10 million, and debts of between $50 million and
$100 million.


LIGTHSQUARED INC: Final Order for $41 Million DIP Loan Entered
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on a final basis, Lightsquared Inc., et al., to obtain
up to the principal amount of $41.4 million from U.S. Bank
National Association, as arranger, administrative agent, and
collateral agent for and on behalf of itself and the other lenders
party thereto.

As of the Petition Date, an aggregate principal amount of
approximately $322,333,494 was outstanding under the Prepetition
Credit Documents.

The Debtors have been unable to obtain financing from sources
other than the DIP Lenders on terms more favorable than the DIP
Facility.

As reported in the Troubled Company Reporter on July 20, 2012, the
loan, to LightSquared affiliate One Dot Six Corp., was modified
since initial terms were proposed last month, Matthew Barr, a
lawyer for the company, told Judge Chapman in court.  An initial
amount of $30 million was increased to $41.4 million, and the
company will have the option to borrow $10 million more under
certain conditions, Mr. Barr said.  The debtor-in-possession loan
would be until November.  The money would be used for lease
payments and building projects.  U.S. Bank NA, an agent to pre-
bankruptcy lenders already owed $322.3 million by the company's
"Inc." unit, will serve as an agent to the new loan.  One Dot Six
is among LightSquared affiliates, known as the "Inc. obligors,"
which need funding to operate in bankruptcy.  Another group of
"LP" affiliates is using cash set aside as collateral.  The group
of LP lenders includes Capital Research & Management Co.,
Appaloosa Management LP and Fortress Investment Group LLC.

                        About LightSquared

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

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

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

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

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

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

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

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

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

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


MAXUM PETROLEUM: S&P Puts 'B' Corp. Credit Rating on Watch Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on U.S. logistics company Maxum Petroleum Operating Co. on
CreditWatch with positive implications.

"The rating action followed Pilot's announcement that it intends
to acquire 65% of Maxum. Maxum's corporate credit rating could be
equated to that of Pilot's, but the degree of uplift will depend
on our view of Maxum's strategic importance to Pilot, which we
will assess as more details of the transaction emerge," S&P said.

"Credit attributes specific to Maxum include the company's thin
margins, significant working capital needs, and aggressive
financial policy, offset by its broad operating footprint compared
with its competitors and low maintenance capital spending
requirements," said Standard & Poor's credit analyst Nora Pickens.

"We expect to resolve the positive CreditWatch listing when more
details of Pilot's strategy and the transaction emerge," S&P said.


MIRAGE BOTTLING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mirage Bottling Group, Inc.
        dba Splash Water
        6270 South Boyle Avenue
        Vernon, CA 90058

Bankruptcy Case No.: 12-35770

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Phillip Myer, Esq.
                  P.O. Box 94744
                  Pasadena, CA 91109-4744
                  Tel: (626) 798-0432
                  Fax: (626) 798-4361
                  E-mail: phillipmyer@sbcglobal.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-35770.pdf

The petition was signed by Marda Safaryan, president.


MORGAN INDUSTRIES: Court Approves $2-Million BofA Financing
-----------------------------------------------------------
Morgan Industries Corporation has obtained final approval from the
U.S. Bankruptcy Court to use cash collateral and obtain from Bank
of America, N.A., a senior secured priming and superiority debtor-
in-possession revolving credit facility with a commitment amount
equal to $2,000,000.

The DIP financing and cash collateral will allow the Debtors to
maintain operations pending the sale of substantially all of their
assets.

As reported in the Troubled Company Reporter on July 24, 2012, the
Debtor is selling its Hunter Marine assets to Marlow Acquisitions,
an affiliate of worldwide boat manufacturer Marlow Marine.  The
bankruptcy court has approved the sale.  BofA objected to certain
terms of the sale, including the rental rate payable under a
triple-net lease.

A late addition to the DIP order was a provision that states that
after the proceeds of the Hunter sale is applied to the DIP
facility, in addition to the $400,000 available to the Debtors
pursuant to the DIP facility and the budget, the DIP lender agrees
to make available an additional line of credit under the DIP
facility for the purposes of funding expenses of a trust to be
established pursuant to the Debtors' plan of liquidation.

                           Cash Collateral

BofA also serves as agent under the prepetition secured loans.  As
of the petition date, the Debtors owed $12.76 million under two
term loans; $836,912 under three funded letters of credit; and
$2.01 million under three unfunded letters of credit.

The Court grants BofA, as prepetition lender, replacement liens
and superpriority administrative expense claims as adequate
protection for any diminution in value of its collateral resulting
from the Debtors' use of cash collateral, the priming liens in
favor of the DIP loans, and the anticipated sale of certain of its
collateral, and the application of the sales proceeds to the
repayment of the DIP obligations or otherwise.

The replacement liens will be subject, however, to prior perfected
security interests held as of the petition date by (i) Textron
Financial Corp. on real property owned by debtor Luhrs
Corporation, in Palatka, Florida, (ii) Salisbury Wicomico Economic
Development Inc. on real property owned by one of the Debtors,
Salisbury 20 Acres, LLC, in Wicomico County, Maryland, and (iii)
Warren Luhrs and John Luhrs on the real property owned by one of
the Debtors, Silverton Marine Corp., in Millville, New Jersey.

                     About Morgan Industries

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

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

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

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

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

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

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


MPG OFFICE: R. Maguire Redeems 3.9 Million Partnership Units
------------------------------------------------------------
MPG Office Trust, Inc., reported that on July 23, 2012, the
Company received notices of redemption from Robert F. Maguire III
and related entities requesting the redemption of 3,975,707
operating partnership units.  On July 24, 2012, the Company issued
3,975,707 shares of the Company's common stock in exchange for
these units.  At Mr. Maguire's request, the Company issued the
common stock to a party not related to Mr. Maguire.

The redemption of these units and subsequent issuance of the
common stock to a party not related to Mr. Maguire causes Robert
F. Maguire III and related entities to fall below the 50%
ownership requirement set forth in his contribution agreement.
Therefore, all tax protection in favor of him and related
entities, as well as all remaining limited partners, expired on
June 27, 2013.

Therefore, pursuant to the terms of the contribution agreement,
all tax protection relating to the buildings listed below will now
expire on June 27, 2013:

          Gas Company Tower
          US Bank Tower
          KPMG Tower
          Wells Fargo Tower
          Plaza Las Fuentes

As a result of the redemption, the Company now owns approximately
97.6% of MPG Office, L.P., its Operating Partnership.

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.06 billion
in total assets, $2.88 billion in total liabilities, and a
$827.88 million total deficit.


MTS GOLF: U.S. Bank Won't Consent to Cash Collateral Use
--------------------------------------------------------
U.S. Bank National Association said in papers filed in bankruptcy
court it does not consent to the use of the cash securing a 2007
loan to MTS Land LLC and MTS Golf LLC.  U.S. Bank is the assignee
of the $32 million loan provided by San Diego National Bank in
2007.  In October 2009 SDNB was closed by the Officer and
Comptroller of the Currency and was taken over by the Federal
Deposit Insurance Corporation, as Receiver for SDNB.  The FDIC
assigned the loan to U.S. Bank, effective as of Oct. 30, 2009.

According to U.S. Bank, the loan is secured by the Debtors' real
property, rents and related contracts and leases.  The bank said
the Debtors have failed to make monthly payments on the Loan
commencing with the monthly payment due on March 5, 2010.  The
Lender provided notice to the Debtors of the Missed Payments by
letter dated April 30, 2010, and the Missed Payments have not been
received.  As a result, the Debtors have been in default under the
Loan since May 10, 2010.

Kristena Hansen at Phoenix Business Journal reports that after
nearly a decade of locking horns with the Paradise Valley Town
Council, nearby residents and banks, MTS Land and MTS Golf, the
owners of the now dormant Mountain Shadows Resort, are looking to
the bankruptcy court to settle the dispute and allow the
resuscitation of the property as outlined in a 1992 agreement with
the town.  MTS Land and MTS Golf are affiliates of Irvine, Calif.-
based Crown Realty & Development Inc.

According to Phoenix Business Journal, MTS Land and MTS Golf "seek
to revitalize the once-thriving resort, elevating it to a level of
excellence that will surpass its past glory," court records show,
despite the fact they only have a combined $76,000 in cash and in
bank accounts -- enough to sustain operations at the still-active
golf course and clubhouse through only Aug. 26.

Phoenix Business Journal notes that as MTS Land and MTS Golf seek
approval for debtor-in-possession financing to keep operations
running, they hope the bankruptcy filings will gain extra time to
win the town's favor of redevelopment plans as well as impede
foreclosure sale of the 68-acre property.  A foreclosure sale was
set for July 26.

The report recounts the Crown Realty affiliates acquired the
Mountain Shadows property in 2007 for $42 million with a $32
million loan and also assumed the development rights under a 1992
agreement.  However, the owners? plans to immediately ramp up
revitalization efforts were stalled as the economic downturn hit
shortly after the acquisition, court records show.

U.S. Bank is represented in the case by:

          Steven D. Jerome, Esq.
          Evans O'Brien, Esq.
          SNELL & WILMER L.L.P.
          One Arizona Center
          400 E. Van Buren
          Phoenix, AZ 85004-2202
          Tel: (602) 382-6000
          Fax: (602) 382-6070
          E-mail: sjerome@swlaw.com
                  eobrien@swlaw.com

MTS Land LLC and MTS Golf LLC, doing business as Mountain Shadows
Golf Club, filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos.
12-16257 and 12-16257) in Phoenix on July 19, 2012.  Mountain
Shadows Golf Club -- http://www.mountainshadowsgolfclub.com/-- is
an 18 hole, par 56 course located at Paradise Valley.  Nestled in
the foothills of Camelback Mountain, the 3,081-yard Executive
course claims to be one of the most scenic golf courses in
Arizona.  MTS Land and MTS Golf each estimated assets and debts of
$10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.


MTS GOLF: Sec. 341 Creditors' Meeting Set for Aug. 21
-----------------------------------------------------
The Office of the U.S. Trustee in Phoenix, Arizona, will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
cases of MTS Land LLC and MTS Golf LLC, doing business as Mountain
Shadows Golf Club, on Aug. 21, 2012, at 11:30 a.m. at US Trustee
Meeting Room, 230 N. First Avenue, Suite 102, in Phoenix.

MTS Land LLC and MTS Golf LLC own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Calif.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Lawyers at
Gordon Silver serve as the Debtors' counsel.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented in the case by Snell & Wilmer
L.L.P.


MUSCLEPHARM CORP: Board of Directors Expanded to 5 Members
----------------------------------------------------------
MusclePharm Corporation announced an expansion of its board of
directors to five members from two.

Cory Gregory, co-founder of the Company, resigned from the Board
effective July 19, 2012.  Mr. John Bluher will be Co-Chairman of
the Board with Brad J. Pyatt, a founder and principal executive
officer of the Company.

Joining the board are Gordon G. Burr, Jr., and Donald W. Prosser,
who both are independent directors, along with and Mr. Bluher,
executive vice president and chief operating officer of
MusclePharm, and Mark E. Groussman, a consultant.

Mr. Bluher also has become co-chairman, along with Bradley J.
Pyatt, chief executive officer of MusclePharm, who has served as
chairman since co-founding the company nearly ten years ago.
Board member and company co-founder Cory Gregory, effective
July 19, 2012, has stepped down from the board and will continue
to serve as president.

"Our new board members will add depth and experience to
MusclePharm, as the company enters an exciting new stage of growth
and development," Pyatt said.  "I extend special thanks to our co-
founder Cory Gregory for his service and contributions to
MusclePharm?s board.  We look forward to Cory?s continued, valued
role as president."

Added Bluher, "The board additions represent an important step in
our corporate restructuring.  The expansion is part of our
positioning to qualify for and eventually list the company's
securities on a national stock exchange."

Mr. Burr currently is chief executive officer of Video Gaming
Services, Inc., Denver; Prosser is chief executive officer of
Arete Industries, Inc., a publicly-traded company based in
Westminster, CO, that holds oil and gas properties in the Rocky
Mountain region; and Groussman is an investment professional and
principal of Boca Raton-based Bull Hunter Inc.

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

                        http://is.gd/5Ttcxc

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company's balance sheet at March 31, 2012, showed
$7.55 million in total assets, $24.76 million in total
liabilities, and a $17.21 million total stockholders' deficit.

The Company's restated statement of operations reflects a net loss
of $23.28 million in 2011, compared with a net loss of
$19.56 million in 2010.


NASHVILLE BILTMORE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Duane W. Gang at The Tennessean reports that Nashville Biltmore
LP, which is behind the Biltmore Ridges development project, has
filed for Chapter 11 bankruptcy protection in federal bankruptcy
court in the Eastern District of Texas.

According to the report, the Biltmore Ridges plan calls for 441
single-family homes, 576 townhomes, 380 multifamily units, 236,500
square feet of office space, 521,000 square feet of retail space,
10,500 square feet of restaurant space and 275 hotel rooms.  The
project site is south of McCrory Lane.

The report relates, in October, the Metro Council approved an
unusual arrangement to pay for the road, utility and other
infrastructure improvements needed to support the massive
development.  Under the deal, a special assessment or tax would be
levied on all property within the Biltmore Ridges development.
Revenue from the tax would pay for more than $18.1 million in
improvements, including widening a ramp to Interstate 40,
relocating electrical lines and constructing a 2-million-gallon
water storage tank.

The report notes Metro Councilman Bo Mitchell, who represents the
Bellevue area, said he learned of the bankruptcy and was told the
company had difficulty renegotiating a loan.

Based in Plano, Texas, Nashville Biltmore LP engages in housing
and commercial development.  The Company filed for Chapter 11
protection on July 19, 2012 (Bankr. E.D. Tex. Case No. 12-41933).
Judge Brenda T. Rhoades presides over the case.  Joyce W.
Lindauer, Esq., represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


NAKNEK ELECTRIC: Has $6 Million Loan to Fund Fuel Purchase
----------------------------------------------------------
Naknek Electric Association, Inc., has up to $6 million debtor-in-
possession financing to purchase its 2012-2013 fuel from National
Rural Utilities Cooperative Finance Corporation (CFC), according
to an order entered by the bankruptcy judge at the end of May.

The purpose of the 2012 DIP Fuel Loan is to permit NEA to purchase
and ship the diesel fuel it needs to generate electricity.
CFC has agreed to loan NEA the funds it needs to purchase the fuel
on essentially the same terms as was approved in the DIP Fuel Loan
Order last May 2011.   As in the loan agreement for the 2011-2012
purchase, CFC requires that the security interests of RUS in the
non-geothermal assets be subordinated to the security interest the
Debtor intends to grant CFC for the 2012 fuel loan.

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Bankruptcy Court a plan of
reorganization and an accompanying disclosure statement on
Sept. 15, 2011.  The Plan proposed that the Debtor will pay Class
13, unsecured creditors, $3 million over 60 months commencing on
the Effective Date.  Based on the current claims filed in the
case, the proposed payment will pay unsecured creditors a dividend
of about $0.10 on each dollar of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NATIONAL HOLDINGS: Receives Add'l $2 Million Financing from NSGP
----------------------------------------------------------------
National Holdings Corporation announced an agreement to receive an
additional $2 million in financing pursuant to an amendment of the
previously announced Securities Purchase Agreement dated March 30,
2012, which would represent an aggregate total of $6 million debt
investment into the Company from an investment group, National
Securities Growth Partners, LLC, the primary principals of which
are Robert Fagenson, Bryant Riley, and Mark Klein.

Upon the closing of this transaction, Robert Fagenson and Mark
Klein will also take on the role of Co-Executive Chairmen of the
Company.  Mark Goldwasser will continue to serve as CEO.  The
Company also announed that Leonard Sokolow, who had advised the
Board of his contemplated resignation prior to this agreement,
will continue to serve as non-executive Vice-Chairman and will be
a consultant to Company for a minimum of 18 months.

The Company will use $1.2 million of the additional $2 million in
proceeds from the financing in partial satisfaction of
indebtedness held by affiliates of St. Cloud Capital Partners II,
L.P., evidenced by the 10% senior subordinated convertible
promissory note in the original principal amount of $3 million,
leaving a balance of $1.8 million with a maturity date that will
be extended to Jan. 31, 2013.

"We remain excited as we become significant investors in the
Company, which is a top 40 financial services firm nationwide.
With annual revenues approaching $130 million and over 1,000
independent brokers, advisors and associated personnel, we believe
that National is extremely well positioned to grow and take
advantage of the many strategic opportunities that currently exist
in the financial services industry, including the ability to
expand and enhance its presence in retail and institutional
brokerage, corporate finance and investment advisory services,"
said Robert Fagenson, current Chairman.

Mark Klein stated, "National has managed its business through one
of the most difficult periods in the history of the financial
services industry and this agreement to extend the maturity date
of the St. Cloud Capital Partners II, L.P. note reflects a
recognition of the extraordinary management efforts of Mark
Goldwasser, CEO, and Leonard Sokolow, Vice Chairman, coupled with
confidence that the National management team will continue to
demonstrate their ability to reduce costs, rationalize operations,
attract brokers and build upon our already strong and valuable
financial services business."

"We are extremely pleased with this financing which will help us
to build greater value for our shareholders," stated Mark
Goldwasser, CEO, who continued,  "We also believe that the
addition of the Robert Fagenson and Mark Klein as Co-Executive
Chairmen with their deep industry experience will be a catalyst to
capture strategic and consolidation opportunities growing and
diversifying our revenue base and furthering our overall growth
and operational strategy."

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company had a net loss of $4.7 million on $126.5 million
of total revenues for fiscal year ended Sept. 30, 2011, compared
with a net loss of $6.6 million on $111.0 million on total
revenues for fiscal 2010.

The Company's balance sheet at March 31, 2012, showed $18.21
million in total assets, $22 million in total liabilities, $15,000
in non-controlling interest, and a $3.80 million stockholders'
deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended Sept. 30, 2011, Sherb & Co., LLP, in
Boca Raton, Florida, expressed substantial doubt about National
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant losses
and has a working capital deficit as of Sept. 30, 2011.

                        Bankruptcy Warning

The Company said its quarterly report for the period ended
March 31, 2012, that its future is dependent on its ability to
sustain profitability and obtain additional financing.  If the
Company fails to do so for any reason, it would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.


NET TALK.COM: Extends Maturity of Senior Debentures to 2013
-----------------------------------------------------------
Net Talk.com, Inc., finalized extending the maturity date to
Dec. 31, 2013, for each of (i) certain 12% Senior Secured
Debenture in the aggregate principal amount of $7,266,130, (ii)
certain 12% Senior Secured Debenture in the aggregate principal
amount of $4,950,000, and (iii) the Company's authorized Series A
Convertible Preferred Stock.  That extension agreement is
effective as of June 30, 2012.

On July 19, 2012, the Company finalized that certain Securities
Option Agreement with Vicis Capital Master Fund, which grants the
Company the right to purchase, upon the satisfaction of certain
conditions, preferred stock, common stock and warrants owned by
Vicis Capital Master Fund.  That option agreement is effective as
of June 30, 2012.

The Company amended the Preferences, Privileges and Restrictions
for its authorized Series A Convertible Preferred Stock to, among
other matters, extend the maturity date from July 1, 2013, to
Dec. 31, 2013.

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$6.64 million in total assets, $12.46 million in total
liabilities, $9.19 million in redeemable preferred stock, and a
$15 million total stockholders' deficit.


NEW YORK TIMES: S&P Revises Outlook on 'B+' CCR to Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based The New York Times Co. to stable from
positive. "At the same time, we affirmed all existing ratings on
the company, including the 'B+' corporate credit rating," S&P
said.

"The outlook revision to stable reflects our expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,"
said Standard & Poor's credit analyst Hal Diamond. "Growth in
high-margin digital advertising revenue, which is needed to offset
the secular decline in print advertising revenue, has halted.
Newspaper digital ad revenues declined 1.9% in the first half of
2012, after having increased 5.3% in 2011 and 18.3% in 2010."

"We expect that continued secular pressure on the print business
will mean that sustained digital revenue increases will be needed
for the company to generate consolidated revenue and EBITDA
growth," added Mr. Diamond.

"Standard & Poor's rating on The New York Times reflects the
company's exposure to unfavorable secular trends affecting
newspaper print advertising and circulation. The company's
business risk profile is 'weak' because of these risks,
notwithstanding the significant national presence and brand equity
of the 'New York Times' newspaper. These two factors were crucial
supports to its March 2011 launch of a digital subscription model
charging heavy users. We view the company's financial risk as
'aggressive' because of pressure on the company's debt leverage
and large underfunded pension obligation," S&P said.

"The stable outlook reflects our expectation that neither an
upgrade nor a downgrade are likely in the coming 12-18 months. We
see the potential that long-term credit profile improvement could
be hampered by continued secular pressure on the business, despite
efforts at the development of new digital revenue," S&P said.

"We could lower the rating to 'B' if the trends of newspaper ad
revenue declines accelerate, necessitating ongoing restructuring
charges, and contributing to shrinkage of EBITDA, the EBITDA
margin, and minimal discretionary cash flow. This scenario could
transpire if revenue declines roughly 10%, while EBITDA falls
about 30%, reflecting the difficulty of eliminating fixed costs.
Additional potential elements of a downgrade scenario could
involve management decisions to reinvest a large portion of its
cash flow in high-priced acquisitions, sizable share repurchases,
or material dividends, which we currently do no anticipate," S&P
said.

"We would consider an upgrade to 'BB-' if it can develop traction
in digital revenues that permit the digital business to fully
offset publishing revenue declines, leading to EBITDA growth, and
the company continues to balance shareholder returns and
acquisitions with debt repayment," S&P said.


NORTEL NETWORKS: CCAA Stay Period Extended to Oct. 31
-----------------------------------------------------
Nortel Networks Corporation disclosed that it, its principal
operating subsidiary Nortel Networks Limited and its other
Canadian subsidiaries that filed for creditor protection under the
Companies' Creditors Arrangement Act (CCAA) have obtained an order
from the Ontario Superior Court of Justice (Canadian Court)
further extending, to Oct. 31, 2012, the stay of proceedings that
was previously granted by the Canadian Court.  The purpose of the
stay of proceedings is to provide stability to the Nortel
companies to continue with their restructuring efforts and to
continue to work toward the development of a plan of arrangement
under CCAA.

The materials filed in the CCAA proceedings are available on the
Restructuring Document Centre of Ernst & Young Inc.

                       About Nortel Networks

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OAJ LLC: Chapter 11 Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: OAJ, LLC
        164 Weldon Road
        Palmetto, GA 30268

Bankruptcy Case No.: 12-12102

Chapter 11 Petition Date: July 26, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Newnan)

Debtor's Counsel: David G Bisbee, Esq.
                  LAW OFFICE OF DAVID G. BISBEE
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  E-mail: bisbeed@bellsouth.net

Scheduled Assets: $2,974,857

Scheduled Liabilities: $3,196,833

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Hilco, Inc.                                      $820,000
12725 Century Dr
Alpharetta, GA 3009

The petition was signed by Vernon A. Hill, Jr., managing member.


OSI RESTAURANT: Estimates Revenue of $980.9MM in Second Quarter
---------------------------------------------------------------
OSI Restaurant Partners, LLC, is in the process of finalizing its
results for the quarter ended June 30, 2012.  Based on information
available to date, the Company estimates that for the quarter
ended June 30, 2012:

   * Total revenues were $980.9 million, compared to $955.5
     million for the quarter ended June 30, 2011;

   * Combined comparable restaurant sales at the Company's
     domestic core concepts increased 2.4% as compared to the
     quarter ended June 30, 2011;

   * Comparable restaurant sales at Outback Steakhouse,
     Carrabba's, Bonefish Grill and Fleming's increased 2.3%,
     1.5%, 2.1% and 6.8%, respectively, as compared to the quarter
     ended June 30, 2011;

   * Income from operations was between $38.0 million and $40.0
     million, compared to $26.5 million for the quarter ended
     June 30, 2011; and

   * The Company's net income was between $15.5 million and $17.5
     million, compared to $5.7 million for the quarter ended
     June 30, 2011.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is an operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.49
billion in total assets, $2.43 billion in total liabilities and
$58.54 million in total equity.

                            *     *     *

As reported by the TCR on April 19, 2012, Standard & Poor's
Ratings Services raised the corporate credit rating on casual
dining operator OSI Restaurant Partners LLC to 'B' from 'B-'.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.


OSI RESTAURANT: Commences Tender Offer for 10% Senior Notes
-----------------------------------------------------------
OSI Restaurant Partners, LLC, commenced a tender offer for all of
its outstanding 10% Senior Notes due 2015 on July 25, 2012.  In
conjunction with the tender offer, OSI is soliciting consents from
noteholders to effect certain amendments to the indenture
governing the Notes.

OSI is offering to purchase all of the outstanding Notes at a
price of $1,028.75 per $1,000 of principal amount of Notes
determined in accordance with the formula set forth in the Tender
Offer Documents, which Total Consideration includes a payment of
$10.00 per $1,000 principal amount of Notes.  The Total
Consideration, plus accrued but unpaid interest to, but not
including, the date of payment for the Notes, will be paid in
respect of all Notes validly tendered and accepted for purchase
pursuant to the tender offer if the noteholder validly tenders
those Notes prior to 5:00 p.m., New York City time, on Aug. 7,
2012, unless that date is extended.  Any holder validly tendering
Notes after the Consent Payment Deadline will, if those Notes are
accepted for purchase pursuant to the tender offer, receive the
Total Consideration, plus accrued but unpaid interest to, but not
including, the date of payment for the Notes, less the Early
Tender and Consent Payment for the Notes so tendered.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Aug. 21, 2012, unless extended.

The tender offer is conditioned on, among other things, the
following: (i) OSI will have received, on or prior to the Consent
Payment Deadline, Consents which have not been revoked in respect
of at least a majority in principal amount of the Notes; and (ii)
Bloomin' Brands, Inc., OSI's ultimate parent company, will have
consummated its initial public offering pursuant to which it
receives at least $140 million in proceeds, a portion of which
will be contributed to OSI and used, together with cash on hand,
to purchase the Notes under the Tender Offer and pay for Consents
on or prior to the initial payment date.

Requests for Tender Offer Documents may be directed to Global
Bondholder Services Corporation, as information agent for the
tender offer, at 65 Broadway - Suite 404, New York, New York
10006.  The information agent may be telephoned at 866-873-5600 or
facsimile at 212-430-3779.  The dealer manager and solicitation
agent for the tender offer is BofA Merrill Lynch. Questions
regarding the tender offer and consent solicitation may be
directed to the dealer manager and solicitation agent, Attention:
Debt Advisory Services, at One Bryant Park, New York, NY 10036.
The dealer manager and solicitation agent may be telephoned toll-
free at 888-292-0070 or collect at 646-855-3401 or facsimile at
646-855-5028.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is an operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.49
billion in total assets, $2.43 billion in total liabilities and
$58.54 million in total equity.

                           *     *     *

As reported by the TCR on April 19, 2012, Standard & Poor's
Ratings Services raised the corporate credit rating on casual
dining operator OSI Restaurant Partners LLC to 'B' from 'B-'.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.


PENN TREATY: Board Approves Changes to Directors' Compensation
--------------------------------------------------------------
The Board of Directors approved certain changes to the
compensation of Penn Treaty American Corporation's directors.  The
directors' compensation was changed to provide for a monthly
retainer of $1,100 for each director and $1,650 for the Chairman
of the Board, plus meeting fees of $1,500 for each director for
each Board meeting attended in person and $750 for each director
for each Board meeting attended by telephone.  Directors serving
on Board committees will receive $500 per committee meeting they
attend.  Members of the Compensation Committee will receive $1,000
per meeting attended, including attendance by telephone, and the
Chair of the Compensation Committee will receive $1,600 per
meeting attended, including attendance by telephone.  The Chairs
of the Audit, Corporate Governance/Nominating, Investment, and
Marketing  Committees will receive $1,000 per meeting attended.

The Board, upon the recommendation of the Compensation Committee,
also approved certain payments to William W. Hunt Jr., Eugene
Woznicki, and Sean Mullen for their extraordinary efforts during
the liquidation and rehabilitation proceedings of Penn Treaty
Network America Insurance Company and American Network Insurance
Company, as well as their efforts assisting with the PTNA federal
tax refund litigation.

Mr. Hunt, a director, received a one-time payment of $100,000.
Effective as of Aug. 1, 2012, Mr. Hunt will also receive
compensation of $4,000 per month, in lieu of his former
compensation of $100 per hour, for his work in assisting with the
rehabilitation of PTNA and ANIC.

Mr. Woznicki, the Company's Chairman of the Board and Chief
Executive Officer, received a one-time payment of $200,000.
Effective as of Aug. 1, 2012, Mr. Woznicki will also receive
compensation of $13,000 per month for his work in assisting with
the rehabilitation of PTNA and ANIC and $3,200 per month for
administrative expenses relating to the business of the Company.

Mr. Sean Mullen, the Company's Chief Financial Officer, received a
one-time payment of $50,000.  In addition to his unchanged $8,000
monthly compensation, Mr. Mullen will receive $275 per hour for
each hour Mr. Mullen works per month over 30 hours, effective as
of Aug. 1, 2012, for his work in assisting with the rehabilitation
of PTNA and ANIC.

Penn Treaty previously announced that effective as of Jan. 6,
2009, two of the Company's insurance subsidiaries, PTNA and ANI,
by consent and by order of the Commonwealth Court of Pennsylvania,
entered rehabilitation and had been placed under the statutory
control of the Insurance Commissioner of the Commonwealth of
Pennsylvania.

On May 3, 2012, the Commonwealth Court of Pennsylvania issued an
order denying the liquidation petitions for PTNA and ANIC.  PTNA
and ANIC will remain for some periods of time in rehabilitation.
Rehabilitation efforts will involve substantial additional work
and action by the Board and by Messrs. Woznicki, Mullen and Hunt.
There can be no assurance as to when PTNA and ANIC will come out
of rehabilitation, or if they will come out of rehabilitation at
all.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PHILADELPHIA NEWSPAPERS: Defamation Claimants Lose 3rd Cir. Fight
-----------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit rejected an appeal
lodged by Vahan H. Gureghian, Danielle Gureghian, and Charter
School Management, Inc., which collectively sued Philadelphia
Media Holdings, LLC, The Philadelphia Inquirer, and several
Inquirer employees in the Court of Common Pleas of Delaware
County, Pennsylvania, concerning certain articles published in
print and online by the Inquirer discussing the CSMI Parties'
contract management of the Chester Community Charter School.  The
CSMI Parties assert that post-petition the Debtors published an
article that links to and endorses the Articles.

In their defamation suit, the CSMI Parties alleged that pre-
bankruptc the Debtors published a charter school webpage that
contained links to various items published by the Inquirer about
charter schools.  They claimed that the links endorsed the
Articles as accurate reporting and misled the public into
believing that the CSMI Parties engaged in wrongdoing similar to
the improper or illegal conduct alleged in other linked news
items.  They also highlighted that the Articles were displayed
beneath the Charter Page's title bar as a "marquee" enclosed in a
separate box containing photographs, thereby drawing attention to
the Articles.

They further alleged that post-petition the Debtors published an
editorial article titled "Not the Lessons Charters Were Supposed
to Teach" by Inquirer columnist Monica Yant Kinney.  It contained
a link to and a statement endorsing the Charter Page.  The Kinney
Article read: "Some city charter schools -- think Mastery, KIPP,
Independence, Young Scholars -- are soaring. But if you follow the
remarkable reporting of my colleague Martha Woodall
(http://go.philly.com/charter),you'll see greedy grown-ups
pilfering public gold under the guise of enriching children's
lives."

The CSMI Parties argue that this link and statement "republished"
the Articles.  On Aug. 2, 2010, they timely filed administrative
expense requests based on these allegations.  Each request
asserted an estimated claim of $1,800,000 for the Debtors' alleged
post-petition act of defamation.  Each also sought $147,140 in
alleged damages for the Debtors' post-petition conduct and
prosecution of claims against the CSMI Parties.

The Debtors objected.  Bankruptcy Judge Stephen Raslavich later
denied the requests, saying the CSMI Parties had not sustained
their burden of proof in establishing entitlement to an
administrative expense claim.

The CSMI Parties appealed to the District Court.  They argued that
the Bankruptcy Court erred in denying the administrative claims
requests because the Kinney Article's link and reference to the
Charter Page provided a post-petition tort claim.  They also
asserted that the Bankruptcy Court prejudged the merits of the
requests and infringed on their due process rights by forcing them
to proceed on an expedited basis.  The Debtors argued that the
appeal should be dismissed as equitably moot.

The District Court held that the appeal was equitably moot, "as
the plan has been substantially consummated and no stay was
sought," but nonetheless considered the merits.  After noting that
courts often provide their preliminary impressions on matters to
narrow issues and that expedited hearings are "commonplace and
often necessary" in bankruptcy proceedings, it considered the
claims underlying the administrative expense requests. It affirmed
the Bankruptcy Court's denial of the requests based on its holding
that "merely post[ing] a link to the charter school webpage that
contained the original articles . . ., as the courts that have had
occasion to consider this issue have uniformly held, is not
distinct tortious conduct upon which a defamation claim can be
grounded."

The CSMI Parties elevated the matter to the Third Circuit.

Circuit Judge Thomas L. Ambro, who wrote the Opinion, held that
the appeal is not equitably moot.  However, the Third Circuit
affirmed the District Court's ruling, saying that tough the Kinney
Article's link may allow for easy access to the Charter Page, and
the reference may speak favorably of the items collected by the
Charter Page, including the Articles regarding the CSMI Parties,
they do not amount to a restatement or alteration of the allegedly
defamatory material in the Articles necessary for a republication.
The Bankruptcy and District Courts were correct in sustaining the
Debtors' objection to the administrative expense requests on the
basis that the CSMI Parties cannot advance a sustainable cause of
action to support the requests.

The Third Circuit also noted that several courts have considered
whether linking to previously published material is republication.
To date, they all hold that it is not, based on a determination
that a link is akin to the release of an additional copy of the
same edition of a publication because it does not alter the
substance of the original publication.

The appellate case is, Vahan H. Gureghian, Danielle Gureghian, and
Charter School Management, Inc., Appellants, No. 11-3257 (3rd
Cir.).  A copy of the Third Circuit's July 26, 2012 Opinion is
available at http://is.gd/giLz15from Leagle.com.

                  About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PINNACLE AIRLINES: Taps Deloitte Tax to Provide Advisory Services
-----------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
Deloitte Tax LLP as their tax advisor.

Deloitte Tax will provide these services:

   -- tax advisory services from Jan. 1, 2012, until Dec. 31,
      2012, on federal, state and local tax matters on an as-
      requested basis, including, consistent with the terms of the
      applicable Prepetition Engagement Letter;

   -- calculation of income tax provision and current and deferred
      income tax asset and liability accounts;

   -- preparation of required disclosures under the provisions of
      ASC 740, Income Taxesfor the year ended Dec. 31, 2011, and
      until the Debtors' interim reporting period ending Sept. 30,
      2012, including any interim reporting periods during the
      time.

The Debtors have employed Deloitte Tax as their tax advisor since
the year 2002.  Deloitte Tax had prepared the Debtors' 2011 tax
filings prior to the Petition Date.

For the Services provided pursuant to the Prepetition Engagement
Letters, Deloitte Tax will be compensated based on time incurred
at 65% of Deloitte Tax's applicable standard rates.  These rates,
by classification of professional, are:

         Partner, Principal or Director        $497
         Senior Manager                        $438
         Manager                               $357
         Senior                                $293
         Staff                                 $225

For the Services provided pursuant to the May Engagement Letter,
the estimated fees and expenses for the preparation of the tax
returns will be $110,000, plus reasonable out-of-pocket expenses
for costs incurred.

Additionally, if Deloitte Tax finds that there is an increased
level of complexity or if additional services are necessary in
order to complete the returns the May Engagement Letter, Deloitte
Tax will consult the Debtors to discuss the billing arrangements
related to the out-of-scope services.  Fees for preparation of any
additional state and local tax returns not listed in Exhibit A
will be $1,300 for each separate return and between $2,000 and
$3,000 for each combined return based on the level of information
requested on the tax return.

For the Services provided pursuant to the June Engagement Letter,
Deloitte Tax will be compensated based on Deloitte Tax's agreed
hourly rates for the services.  These rates, by classification of
professional, are:

                                              National Tax
   Title                        Local         and Bankruptcy
                                              Specialists
   Partner, Principal or
   Director                      $497           $591
   Senior Manager                $438           $502
   Manager                       $357           $412
   Senior                        $283           $336
   Staff                         $225           $264

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

A hearing on Aug. 7, 2012, at 10 a.m. has been set.  Objections,
if any, are due July 31, at 4:00 p.m.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  The Committee tapped Donlin, Recano
& Company as its administrative agent.


POLYMER GROUP: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has assigned an SGL-2 Speculative Grade
Liquidity Rating to Polymer Group, Inc. The short-term liquidity
rating indicates good liquidity to support operations in the near-
term. Moody's also affirmed the company's existing long-term
credit ratings, including the B1 Corporate Family Rating ("CFR"),
B1 Probability of Default Rating, and B1 rating on the $560
million Senior Secured Notes due 2019. The rating outlook is
stable.

"Polymer Group has over $115 million of available liquidity to
support its global operations," said Moody's analyst Ben Nelson.
The company reported about $80 million of balance sheet cash at
March 31, about $25 million of borrowing capacity on its undrawn
domestic asset-based revolving credit facility, and additional
availability under various domestic and international receivables
factoring programs. Moody's expects sufficient cash flow to cover
all basic cash requirements, but discretionary capital spending
will continue to limit free cash flow generation in the near-term.
Moody's does not expect the springing fixed charge covenant on the
revolver, which is the company's only meaningful financial
maintenance covenant, will be tested over the next four quarters.
In addition, a substantial portion of the company's assets are
held in foreign subsidiaries, unsecured, and could provide an
alternate source of liquidity in a distressed scenario.

Actions:

   Issuer: Polymer Group, Inc.

    Speculative Grade Liquidity Rating, Assigned SGL-2

    Corporate Family Rating, Affirmed B1

    Probability of Default Rating, Affirmed B1

    $560 million Senior Secured Notes due 2019, Affirmed B1
    (LGD3 48%; revised from LGD4 51%)

Outlook, Stable

Ratings Rationale

The affirmation of the long-term credit ratings acknowledges PGI's
success in managing through challenging end market conditions and
volatile input costs, restructuring and expanding its asset base,
and positioning the company for improved cash flow generation in
the intermediate term. Moody's expects free cash flow will improve
to near breakeven levels in 2012 and into the low-to-mid single
digit percentage of debt range in 2013.

The B1 CFR reflects high financial leverage, expectations for
modest free cash flow, and some degree of cyclicality from
industrial end markets, moderate customer concentration, and
excess capacity at the industry level. The rating is supported by
the company's scale, geographic diversification, exposure to high-
growth geographies, recession-resistant demand of consumer
disposable end markets, and a demonstrated ability to pass through
commodity input costs. These factors lend stability to the
company's EBITDA generation and support the rating despite
relatively high financial leverage near 5 times Debt/EBITDA. Good
liquidity, as evidenced by the SGL-2 short term liquidity rating,
is a key factor underpinning the rating given modest cash flow
expectations and high leverage.

The stable outlook assumes that PGI will maintain a good liquidity
profile over the near-term and, despite meaningful capital
spending plans, continue to grow its earnings and cash flow.
Positive rating momentum could surface if PGI reduces financial
leverage to below 3 times or increases free cash flow to debt to
above 10%, while maintaining a good liquidity profile. Conversely,
the rating or outlook could be lowered if sales volumes or margins
weaken materially or if financial leverage and free cash flow to
debt are sustained above 5 times or below 3%, respectively.
Shareholder-friendly activities, such as acquisitions or
distributions using debt, or deteriorating liquidity could also
have negative rating implications.

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

Headquartered in Charlotte, North Carolina, Polymer Group, Inc. is
one of the world's leading producers of nonwoven materials sold to
makers of consumer and industrial products. End uses include
disposable diapers, feminine hygiene products, cleaning wipes,
surgical gowns & drapes, and furniture & bedding, among others.
PGI is privately owned by the Blackstone Group and generated
revenues of $1.2 billion in the twelve months ended March 31,
2012.


PORTER BANCORP: Incurs $319,000 Net Loss in Second Quarter
----------------------------------------------------------
Porter Bancorp, Inc., reported a net loss available to common
shareholders of $319,000 on $10.79 million of net interest income
for the three months ended June 30, 2012, compared with a net loss
available to common shareholders of $38.96 million on $13.44
million of net interest income for the same period a year ago.

The Company reported net income available to common shareholders
of $661,000 on $22.24 million of net interest income for the six
months ended June 30, 2012, compared with a net loss available to
common shareholders of $38.60 million on $27.21 million of net
interest income for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.33 billion
in total assets, $1.25 billion in total liabilities and $81.50
million in stockholders' equity.

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

                        http://is.gd/baHIsA

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.


PORTER BANCORP: Names John Taylor President and CEO of PBI Bank
---------------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
John T. Taylor has been named President and CEO of PBI Bank and
President of Porter Bancorp, Inc.  Mr. Taylor will also be
appointed to the board of directors of both Porter Bancorp and PBI
Bank.  Maria L. Bouvette, who previously served as President of
Porter Bancorp and President and CEO of PBI Bank, will continue to
serve as Chief Executive Officer and Chairman of the Board for
Porter Bancorp, and Chairman of the Board of PBI Bank.

"We are very pleased that John Taylor has joined PBI Bank as our
new President and CEO and as President of Porter Bancorp," stated
Maria L. Bouvette, CEO of Porter Bancorp.  "Our Board's search
committee identified John early in the process because of his
knowledge of our Kentucky markets, his expertise in credit
management and special assets and his experience as President and
CEO of a bank in one of our markets.  As the new CEO for PBI Bank,
he will be responsible for leading the bank through the
challenging economic environment, reducing the level of non-
performing assets, and growing earnings while maintaining our high
level of quality service for our customers.

"John has a solid history of building organizations with a clear
vision and strategy to build long-term enterprise value.  He also
has strong roots in Kentucky, with significant experience in our
key markets.  He is a graduate of the University of Kentucky and
also served as President of the Kentucky/Ohio region for a major
regional bank.  We are looking forward to his leadership in
improving our profitability and building long-term shareholder
value."

Mr. Taylor, age 52, most recently served as President and CEO of
American Founders Bank, Inc., and American Founders Bancorp, Inc.,
of Lexington, Kentucky.  Prior to joining American Founders in
2007, he served in senior management positions with increasing
responsibility for PNC Bank, N.A., including as President of its
Ohio/Northern Kentucky region for six years.  He has over 28 years
of banking experience in Kentucky and Ohio.

He holds a Master's Degree in Business Administration and a
Bachelor's Degree in Business Administration from the University
of Kentucky.  Mr. Taylor is actively involved in a number of civic
and professional organizations and currently serves on the
Advisory Council of the Lexington Federal Reserve.

In connection with Mr. Taylor's appointment to these positions,
Porter Bancorp and PBI Bank expect to enter into an employment
agreement with Mr. Taylor, when the terms of the agreement receive
requisite approvals by the Federal Deposit Insurance Corporation
and the Federal Reserve Board.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.38 billion in total assets, $1.30 billion in total liabilities,
and $82.79 million in total stockholders' equity.


PREFERRED FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Preferred Financial Holdings Co., LLC
        4651 E 71st St
        Cleveland, OH 44105

Bankruptcy Case No.: 12-15508

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Jessica E. Price Smith

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  2705 Gibson Dr
                  Rocky River, OH 44116-3008
                  Tel: (440) 499-4506
                  Fax: (440) 398-0490
                  E-mail: fschwieg@schwieglaw.com

Estimated Assets: $0 to $50,000

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

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/ohnb12-15508.pdf

The petition was signed by Timothy E. Myslenski, founding member.

Affiliates that simultaneously filed for Chapter 11:

  Debtor                                 Case No.
  ------                                 --------
Preferred Drilling Co., LLC              12-15510
Preferred Financial Investment Co., LLC  12-15511
Preferred Financial Leasing Co. LLC      12-15512
Preferred Well Management Co., LLC       12-15514


PREMIER PAVING: Court Grants Short Exclusivity Extension
--------------------------------------------------------
The U.S. Bankruptcy Court granted Premier Paving Inc. an extension
of its exclusive right to file a chapter 11 plan through Oct. 1,
2012, and its exclusive right to solicit acceptances on that plan
through Dec. 3, following a stipulation among the Debtor and key
constituents in the case.

The Official Committee of Unsecured Creditors and Wells Fargo
Bank, N.A., previously filed objections to the Debtor's extension
request.  After conferring, the parties agreed to allow the Debtor
a shorter exclusivity extension.

The Debtor had sought a 10-month extension of the exclusive plan
proposal period that was to expire July 31.

As reported in the July 13 edition of the Troubled Company
Reporter, the Debtor said it has been in negotiation with Wells
Fargo, its primary secured creditor, regarding the use of cash
collateral.  It has also been talking to potential buyers and
brokers to evaluate the sale of its asphalt plant.  It has also
been exploring financing options.  In addition to the demands of
the bankruptcy case, as a construction company, the spring through
early fall is the Debtor's busy season.

                         About the Debtor

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee his represented by
Onsager, Staelin & Guyerson, LLC.


QPL INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: QPL, Inc.
        P.O. Box 9839
        New Iberia, LA 70562

Bankruptcy Case No.: 12-50937

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Robert Summerhays

Debtor's Counsel: William C. Vidrine, Esq.
                  VIDRINE & VIDRINE
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  E-mail: williamv@vidrinelaw.com

Scheduled Assets: $2,407,951

Scheduled Liabilities: $3,709,199

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/lawb12-50937.pdf

The petition was signed by Fred Cortes, CEO.


QUALTEQ INC: Case Trustee May Expand Scope of Crowe Horwath's Work
------------------------------------------------------------------
Fred C. Caruso, the Chapter 11 Trustee of QualTeq, Inc., d/b/a VCT
New Jersey, Inc., sought and obtained permission from the U.S.
Bankruptcy Court to expand the scope of employment of Crowe
Horwath LLP effective June 22, 2012, to assist the Trustee with
ordinary course financial reporting and the preparation of monthly
operating reports.

The Trustee will:

   (a) compensate Crowe for services rendered on an hourly basis
       at a rate of $100 per hour; and

   (b) reimburse actual and necessary costs and expenses incurred
       by Crowe in connection with the services performed on
       behalf of the Trustee.

To the best of the Trustee's knowledge, Crowe continues to be a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Delaware Bankruptcy Judge Kevin J. Carey granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases to the U.S. Bankruptcy Court for the Northern District of
Illinois.  Bankruptcy Judge Eugene Wedoff in Chicago was assigned
to the case.


QUALTEQ INC: Case Trustee Taps Hilco as Real Estate Advisors
------------------------------------------------------------
Fred C. Caruso, the Chapter 11 Trustee of QualTeq, Inc., d/b/a VCT
New Jersey, Inc., asks the U.S. Bankruptcy Court for permission to
retain Hilco Real Estate, LLC, as real estate advisors.

Hilco will advise and assist the Trustee in connection with these
tasks:

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

   (b) soliciting interested parties for the sale of certain
       real properties, and marketing the Properties for sale;

   (c) at the Trustee's direction and on the Trustee's behalf,
       negotiating the terms of the sale of the Properties; and

   (d) identifying fair market rent associated with the Properties
       or other locations leased by the Debtors to their
       affiliates.

Hilco will be paid according to this fee structure:

Monthly Retainer       * On October 15, 2012, the Trustee shall
                          pay Hilco a fee of $50,000.

                        * On November 15, 2012, the Trustee shall
                          pay Hilco a fee of $100,000.

                        * On December 15, 2012, the Trustee shall
                          pay Hilco a fee of $50,000

Transaction Fees       * Subject to Section 4(c)(ii) of the
                          Engagement Letter, for each Property
                          that is sold, Hilco will earn and
                          be entitled to payment by the Trustee of
                          a fee equal to 3.25% of the Gross Sale
                          Proceeds from the sale of each such
                          Property.

                        * For each Property identified as a
                          "Co-Marketed Property" that is sold,
                          transferred, or otherwise disposed of
                          during the Term in connection with a
                          going concern transaction for which PwC
                          CF is otherwise entitled to a
                          Transaction Fee (as that term is defined
                          by the PwC CF Engagement Letter), the
                          Real Estate Transaction Fee shall be
                          4.00%; provided that one-half of the
                          Real Estate Transaction Fee shall be
                          payable by the Trustee to PwC CF and
                          not Hilco. For the avoidance of doubt,
                          Section 4(c)(ii) of the Engagement
                          Letter applies only where the acquirer
                          of the applicable Co-Marketed Property
                          is also the acquirer (or an affiliate
                          of such acquirer) of the assets acquired
                          and/or liabilities assumed in a going-
                          concern transaction for which PwC CF is
                          entitled to a Transaction Fee pursuant
                          to the PwC CF Engagement Letter.

                        * To the extent the "value" of a Co-
                          Marketed Property sold, transferred, or
                          otherwise disposed of in connection with
                          any other transaction is enhanced as a
                          result of a bid or bids received from a
                          third party procured by PwC CF, 50 basis
                          points of the Real Estate Transaction
                          Fee shall be payable by the Trustee to
                          PwC CF and not Hilco. PwC CF, Hilco, and
                          the Trustee shall mutually agree upon
                          the "value" enhancement or, if such
                          parties are unable to reach an
                          agreement, resolved by the Bankruptcy
                          Court after notice and a hearing. For
                          the avoidance of doubt, Section
                          4(c)(iii) of the Engagement Letter shall
                          not apply if a Real Estate Transaction
                          Fee is payable to PwC CF pursuant to
                          Section 4(c)(ii) of the Engagement
                          Letter.

                        * Hilco shall not be entitled to a fee for
                          any Property sold, transferred, or
                          otherwise disposed of as part of a
                          "credit bid" by one or more of the
                          Debtors' lenders, unless the Trustee is
                          permitted to recover such fees pursuant
                          to section 506(c) of the Bankruptcy
                          Code.

Crediting              * For each $1 of Transaction Fees earned,
                          $0.50 shall be credited against the
                          Monthly Fees earned.


Court Appearances      * Hilco shall be paid $400 for each
                          appearance in the Bankruptcy Court.

In addition, the Trustee will reimburse Hilco for its travel and
the reasonable, documented out-of-pocket expenses it incurs in
connection with its services under the Engagement Letter.

Ian S. Fredericks, Esq., Vice President and Assistant General
Counsel of Hilco Trading, LLC, the parent company of Hilco Real
Estate, LLC, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Delaware Bankruptcy Judge Kevin J. Carey granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases to the U.S. Bankruptcy Court for the Northern District of
Illinois.


QUANTUM FUEL: Sells $1.9 Million Bridge Notes to Investors
----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., entered into
separate Subscription Agreements with certain "accredited
investors", as that term is defined in Rule 501(a) of Regulation D
under the United States Securities Act of 1933, as amended, for
the sale and purchase of $1,975,000 of unsecured subordinated
nonconvertible promissory notes and warrants to purchase shares of
the Company's common stock.  The Company received gross proceeds
of $1,975,000, of which $475,000 was paid in cash and $1,500,000
was paid by the cancellation of unsecured convertible notes owed
by the Company to certain of the Investors that participated in
the Private Placement that were scheduled to mature in October
2012.  The net cash proceeds from the Private Placement will be
used for general working capital purposes.

The Bridge Notes are unsecured obligations of the Company and are
subordinate in all respects to the Company's senior secured
indebtedness.  Interest accrues at a rate of 12% per year and is
payable quarterly in arrears on October 1, January 1, April 1 and
July 1.

The Company paid its placement agent a cash fee equal to $147,750
for services rendered in connection with the Private Placement.

As a result of the cancellation of the Cancelled Convertible
Notes, a total of $3,750,000 of debt principal that would have
been due in October 2012 and November of 2012 was cancelled,
leaving a remining principal amount due on the noncancelled
convertible notes of $200,000.

Concurrent with the private placement of $1,975,000 of bridge
notes and warrants, the Company also entered into separate
Subscription Agreements with certain "accredited investors" for
the sale and purchase of $500,000 of unsecured subordinated
nonconvertible promissoy notes and warrants to purchase up to
348,879 shares of the Company's common stock.  The net cash
proceeds from the Private Placement will be used for general
working capital purposes.

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

                        http://is.gd/A0znne

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.  The Company reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$51.54 million in total assets, $17.48 million in total
liabilities, and $34.06 million in total stockholders' equity.

Haskell & White LLP, the Company's independent registered public
accounting firm for the Transition Period ended Dec. 31, 2011, has
included an explanatory paragraph in their opinion that
accompanies the Company's audited consolidated financial
statements as of and for the eight months ended Dec. 31, 2011,
indicating that the Company's current liquidity position raises
substantial doubt about its ability to continue as a going
concern.  If the Company is unable to further improve its
liquidity position, the Company may not be able to continue as a
going concern.


QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) at Quicksilver Resources, Inc. to B2 from B1, senior
unsecured notes ratings to B3 from B2 and subordinated notes
rating to Caa1 from B3. Ratings were placed on review for
downgrade. A total of $1.7 billion rated debt is affected.

Ratings Rationale

"The downgrade of Quicksilver's Corporate Family Rating (CFR) to
B2 from B1 is reflective of weaker earnings and profitability
driven by high exposure to low natural gas and NGL prices," stated
Michael Somogyi , Moody's Vice President -- Senior Analyst. "In
addition, Quicksilver's delayed MLP funding and associated debt
reduction plans extend its high leverage profile and elevate
liquidity concerns as lower production volumes and resulting
decline in EBITDA are expected lead to tighter covenant headroom
and potential negative borrowing base redetermination."

Quicksilver has a concentrated asset base with 88% of 2011 proved
reserves located in the Barnett Shale across 140,000 net acres.
Through the first quarter of 2012, production from the Barnett
accounted for over 80% of average daily production volumes, of
which 76% was natural gas with nearly all the remaining production
being NGLs. While the company is looking to diversify its asset
portfolio across emerging projects in the Canadian Horn River
Basin, Sandwash Basin of Northwest Colorado and West Texas,
Quicksilver remains highly exposed to weak natural gas prices.
This natural gas weighted production profile is compounded by the
roll-down of natural gas hedges and roll-off of all NGL hedges in
2013, further exposing the company to cash flow volatility over
the next 12 -- 18 months.

Quicksilver's adjusted debt level of roughly $2 billion remains
elevated stemming from prior acquisition activity and delayed MLP
funding and debt reduction plans. The company's persistent high
debt level relative to declining production volumes is expected to
further weaken Quicksilver's operating profile and credit
protection metrics with debt / average daily production expected
to rise to over $32,000 per boe and retained cash flows / debt
expected to fall to below 10% by year-2013, based on Moody's base
case price assumptions.

The company's debt reduction plans have been limited due to
declining cash flows and the ongoing delay in launching its
previously announced master limited partnership (MLP) subsidiary
('Quicksilver Production Partners'). The proposed MLP will own a
portion of its core Barnett Shale properties and expected IPO
proceeds are earmarked for debt reduction. Still, the ongoing
delay in launching this MLP is reflective of weaker commodity
prices in the target asset base. Given the inherent uncertainty in
the capital market execution of this plan, the company is looking
to accelerate JV opportunities and potential asset sales across
its asset base over the 2H2012 with proceeds to be used to reduce
debt.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Quicksilver re-affirmed its $1.75 billion Combined
Credit Agreement with a borrowing base of $1.075 billion,
including a letter of credit capacity of $175 million, in May-
2012. At March 31, 2012, the company had $679 million available
under the facility. The bank facility is subjectj to two financial
covenants defined as (1) minimum 1.0x current ratio and (2)
minimum 2.5x EBITDA / cash interest expense coverage ratio.
Moody's expects tighter covenant headroom over the near-term
reflective of declining production volumes and EBITDA projections
based on Moody's commodity price assumptions. In addition, the
potential for negative borrowing base redetermination may further
limit Quicksilver's financial flexibility.

The company has $438 million senior notes due 2015, $590 million
senior notes due 2016, and $298 million senior notes due 2019 that
are unsecured. The company also has $350 million of senior
subordinated notes due 2016. Under Moody's Loss Given Default
(LGD) Methodology, the senior notes are rated B3 and the senior
subordinated notes are rated Caa1. This notching beneath the B2
CFR reflects the relative size of the senior secured facility's
potential priority claim and the debt instruments relative
seniority in the capital structure.

Quicksilver's B2 CFR was placed on review for downgrade due to
Moody's expectations of tighter covenant headroom under its
Combined Credit Agreement and potential for a negative borrowing
base redetermination. As part of its review, Moody's will evaluate
management plans to maintain adequate liquidity and expectations
for debt reduction.

The principal methodology used in rating Quicksilver was the
Global Independent Exploration and Production Industry 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.

Quicksilver is a publicly-traded, independent exploration and
production (E&P) company with primary operations in the Barnett
Shale in Texas. The company was founded in 1997 and is
headquartered in Fort Worth, Texas.


R.E. LOANS: Plan of Reorganization Declared Effective
-----------------------------------------------------
R.E. Loans, LLC, et al., notified the U.S. Bankruptcy Court for
the Northern District of Texas that the Effective Date of the
Modified Fourth Amended Plan of Reorganization dated June 1, 2012,
occurred on June 29, 2012.

The TCR reported on June 12 the confirmation of the Debtors'
Modified Fourth Amended Plan, as supplemented on June 8, 2012.

The Modified Fourth Amended Joint Plan contemplates the
reorganization of the Debtors' businesses and the resolution of
outstanding Claims against and Interests in the Debtors through
the formation of a Liquidating Trust intended to hold and own the
equity in the Reorganized R.E. Loans, to pursue litigation
recoveries of claims owned by the Debtors and the Reorganized
Debtors, and distribute the proceeds to the holders of Allowed
Claims pursuant to the Plan and the Trust Agreement.

Generally, the Plan provides that: (1) all Notes Receivable and
REO Property will re-vest in the Reorganized Debtors; and (2) all
Causes of Action that are not settled or released by the Plan and
the equity of the Reorganized R.E. Loans will vest in the
Liquidating Trust.  All Causes of Action, including all Avoidance
Actions, will be transferred to the Liquidating Trust, except
Causes of Action against Wells Fargo and Causes of Action against
Holders of Allowed Claims in REL Class 8 if REL Class 8 votes to
accept the Plan and implement the Plan Compromise.

In addition, New Equity Interests in Reorganized R.E. Loans will
be issued to the Liquidating Trust and held by the Liquidating
Trustee for the benefit of holders of Allowed Claims.
Accordingly, the Liquidating Trustee will be the sole member of
Reorganized R.E. Loans.

The Plan will be financed through the secured Wells Fargo Exit
Facility, which will be provided by Wells Fargo in an amount
sufficient to (i) repay in full Wells Fargo's Prepetition Claims
and Wells Fargo's DIP Facility Claim; (ii) satisfy all Allowed
Administrative Expenses, Priority Tax Claims and Priority Non-Tax
Claims; and (iii) provide the Reorganized Debtors with sufficient
liquidity to administer and dispose of their Assets, exclusive of
the retained Causes of Action.

Net Cash proceeds from the sale or disposition of Notes Receivable
and REO Property will be used first to fund the operations of the
Reorganized Debtors and repay the Wells Fargo Exit Facility,
pursuant to the terms of the Wells Fargo Exit Facility.

A full-text copy of the Modified Fourth Amended Joint Plan is
available for free at:

    http://bankrupt.com/misc/RE_LOANS_plan_modifie4amended.pdf

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713.6 million in assets and $886.0 million in liabilities as of
the Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


RANCHER ENERGY: Posts $882,900 Net Loss in Fiscal 2012
------------------------------------------------------
Rancher Energy Corp. reported a net loss of $882,928 for the
fiscal year ended March 31, 2012, compared with a net loss of
$674,059 for the fiscal year ended March 31, 2011.  The Company
had no revenues from continuing operations in 2012 or 2011.

The Company's balance sheet at March 31, 2012, showed 4.96 million
in total assets, $2.32 million in total liabilities, and
stockholders' equity of $2.64 million.

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

                       http://is.gd/I4RoUh

Rancher Energy Corp. was incorporated on Feb. 4, 2004, as Metalex
Resources, Inc., in the State of Nevada.  Prior to April 2006, the
Company was engaged in the exploration of a gold prospect in
British Columbia, Canada.  Metalex found no commercially
exploitable deposits or reserves of gold.  During April 2006, the
Company's stockholders voted to change the Company's name to
Rancher Energy Corp.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by Michael J. Guyerson, Esq. and
Christian C. Onsager, Esq., at Onsager, Staelin & Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc., in
exchange for $20 million cash plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

Funds from the sale of assets were primarily used to pay
outstanding principal and accrued interest on a Debtor-In-
Possession Loan totaling $14,829,950.  Of the $825,000 potential
future considerations dating to the March 1, 2011 sale of assets,
a Settlement and Release Agreement among Rancher, GasRock and Linc
Energy was agreed to on June 15, 2012.  The Bankruptcy Court
subsequently approved the Agreement in July and on July 18, 2012,
the $525,000 was received by Rancher.  It does not appear that the
other $300,000 will be realized by the Company.

On April 30, 2012, the Company filed its 2nd Amended Plan of
Reorganization and Disclosure Statement for 2nd Amended Plan of
Reorganization with the Court.  The Plan provides for the Company
to pay the claims of its creditors as the assets of the Company
allow, and permits, but does not obligate, the Company to continue
in the oil and gas industry with a focus on the purchase on non-
operating interests in oil and gas producing properties.  As of
the filing of the Company's Form 10-K for the fiscal year ended
March 31, 2012, the 2nd Amended Plan has not been sent for voting
and has not been confirmed by the Bankruptcy Court.


REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Real Estate Development LC LLC
        17000 W. Sunset Blvd.
        Pacific Palisades, CA 90272

Bankruptcy Case No.: 12-35840

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Rachel S. Ruttenberg, Esq.
                  LAW OFFICES OF MARK E GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.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 Revital Weingarten, managing member.


REGAL ENTERTAINMENT: Reports $37.2 Million Net Income in Q2
-----------------------------------------------------------
Regal Entertainment Group reported net income of $37.2 million on
$723.3 million of total revenues for the quarter ended June 28,
2012, compared with net income of $34.8 million on $753.3 million
of total revenues for the quarter ended June 30, 2011.

The Company reported net income of $83.5 million on $1.40 billion
of total revenues for the two quarters ended June 28, 2012,
compared with net income of $11.1 million on $1.32 billion of
total revenues for the two quarters ended June 30, 2011.

"First and foremost, our thoughts are with those affected by the
events that transpired in Colorado last Thursday night," stated
Amy Miles, CEO of Regal Entertainment Group.  "We believe that
movie theatres have always been and will continue to be places
where friends, families and communities can safely gather together
for a few hours of fun and entertainment.  We were devastated and
heartbroken by the senseless acts that took place in one of those
theatres last week, but remain committed to providing a safe and
secure environment for our guests."

Regal's Board of Directors also declared a cash dividend of $0.21
per Class A and Class B common share, payable on Sept. 18, 2012,
to stockholders of record on Sept. 10, 2012.  The Company intends
to pay a regular quarterly dividend for the foreseeable future at
the discretion of the Board of Directors depending on available
cash, anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

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

                        http://is.gd/Dm99KL

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

The Company's balance sheet at March 29, 2012, showed
$2.30 billion in total assets, $2.85 billion in total liabilities,
and a $552.60 million total deficit.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


RHODE ISLAND STUDENT: Moody's Lifts Ratings on 12 Bond Classes
--------------------------------------------------------------
Moody's Investors Service has upgraded twelve classes of bond
issued by Rhode Island Student Loan Authority under a master
indenture established as of January 1, 2004. The underlying
collateral consists of a pool of private student loans that are
not guaranteed or reinsured under the Federal Family Education
Loan Program (FFELP) or any other federal student loan program.

Ratings Rationale

The primary driver for the upgrade is the continued build-up in
credit enhancement, shown as the total parity ratio, i.e. the
ratio of total assets to total liabilities. The total parity has
increased from 106.6% in 2008 to 120.2% as of the most recent
reporting date. In addition, an amendment of the transaction
documents increased the target parity level from 103% to 117%.
After the amendment, even if the bond insurer agreed with the
release of excess cash, the parity after release has to be at
least 117%, further reducing negative credit impact due to excess
cash release.

Available credit enhancement to the transactions includes
overcollateralization, reserve funds, and excess spread.
Significant structural features include a reserve fund floor,
which results in a build-up in credit enhancement as a percentage
of the amortizing pool balance.

Moody's expected remaining net loss as a percentage of the
remaining pool balance is approximately 7.4%. The ratings of the
2004 A-2 tranche could be upgraded in the future if the expected
remaining net loss is 10% lower, or downgraded if the expected
remaining net loss is 10% higher. Further upgrade is possible in
the future depending on the information Moody's receives regarding
the cumulative default information by repayment year and loan
type.

The principal methodology used in these rating actions was
"Moody's Approach to Rating U.S. Private Student Loan-Backed
Securities", published on January 6th, 2010 and available at
www.moodys.com in the Rating Methodologies sub-directory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issue can also
be found in the Rating Methodologies sub-directory on Moody's
website.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R)(SFW), a cash
flow model developed by Moody's Wall Street Analytics.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of uncertainty with
regard to expected loss are the weak economic environment and the
high unemployment rate, which adversely impacts the income-
generating ability of the borrowers.

Ratings

Issuer: Rhode Island Student Loan Authority (2004 Indenture)

2004-A2, Upgraded to Baa1 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-8, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-9, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-10, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-11, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-12, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2004-A3-13, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2006 Ser. 1, Upgraded to Baa1 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2006 Ser. 2, Upgraded to Baa1 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2006 Ser. 3-1, Upgraded to A2 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2006 Ser. 3-2, Upgraded to Baa1 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade

2006 Ser. 3-3, Upgraded to Baa1 (sf); previously on Mar 12, 2012
B2 (sf) Placed Under Review for Possible Upgrade


ROCHA DAIRY: Court Continues Hearing on Dismissal Bid to September
------------------------------------------------------------------
The U.S. Bankruptcy Court moved back the hearing on motion filed
by MLIC Asset Holdings LLC seeking dismissal of -- or relief from
the automatic stay in -- the Chapter 11 case of Rocha Dairy, LLC.

The hearing was initially set for July 25.  Pursuant to a
stipulation by the parties, the hearing is continued to the
earlier of the date and time to be set for the first confirmation
hearing on the Debtor's Amended Plan or Sept. 26, 2012 at 9:00
a.m.

This is the second stipulation reached by the parties with respect
to a continuance of the hearing.

The Debtor will continue to make monthly adequate protection
payments of $7,500 to MLIC through the month prior to the first
month in which any payment pursuant to a confirmed plan of
reorganization is to be made to MLIC.

                        About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No.
11-40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.  The petition was signed by Elcidio Rocha, member.


RG STEEL: Willkie Farr Bills $1.35-Mil. for A Month's Work
----------------------------------------------------------
Mark Reutter at Baltimore Brew reports the law firm Willkie Farr &
Gallagher LLP in Manhattan submitted a bill of $1,350,137 for its
first month as co-counsel (May 31-June 30), with another
$31,795.83 in expenses, to RG Steel.

Altogether, Willkie Farr said it used 44 firm members -- 8
partners, 20 associates, 9 legal assistants and 7 summer interns
-- to work on the case, racking up 2,199.5 billable hours.
Leading the list of rainmakers are:

   -- Shaunna D. Jones, a New York University Law School grad who
      recently became a partner in the firm. She billed $163,530
      for 207 hours at $790 an hour;

   -- Andrew Sorkin ($163,215 for 251 hours and 6 minutes);

   -- senior partner Matthew A. Feldman ($142,790 for 131 hours),
      and;

   -- Daniel I. Forman ($141,277.50 for 245 hours and 42 minutes).

The report notes the lawyers helped draft a bonus plan for RG
Steel's 10 top managers to share up to $20 million in bonuses if
the bankrupt steel company is successfully sold.

The report says, other Willkie Farr lawyers feasting on RG Steel's
woes: Weston T. Eguchi ($100,667), David I. Gise ($96,876), Andrew
S. Mordkoff ($83,960), Joshua M. Troy ($74,360) and Brian E.
O'Connor ($51,121).

The report adds the New York lawyers were aided by the local
co-counsel, Morris, Nichols, Arsht & Tunnell LLP of Wilmington,
which has not submitted its first month's bill yet.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RITZ CAMERA: Taps David Angress to Provide Consulting Services
--------------------------------------------------------------
Ritz Camera & Image L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ David
Angress to provide consulting services.

Mr. Angress will provide, among other things:

   -- merchandizing, imaging, services, private label, marketing,
      vendor, online/offline strategies;

   -- optimal store layout; and

   -- optimal geographic layout, including how the Debtors can
      best manage their newly configured and reduced number of
      "go-forward stores."

Pursuant to the consulting agreement, the compensation of
Mr. Angress for the services will include a monthly fee of
$30,500.

To the best of the Debtors' knowledge, Mr. Angress holds to no
interest adverse to the Debtor's estate.

                         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.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.


RITZ CAMERA: Taps Kurtzman Carson to Provide Admin. Services
------------------------------------------------------------
Ritz Camera & Image L.L.C., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Kurtzman
Carson Consultants LLC to provide administrative services to the
Debtors.

KCC will, among other things:

   -- assist the Debtors in analyzing claims filed against their
      estates;

   -- assist the Debtor with the preparation of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs; and

   -- tabulate votes and perform subscription services as may be
      requested or required in connection with any and all chapter
      11 plans that may be filed by the Debtors and provide ballot
      reports and related balloting and tabulation services to the
      Debtors and their professionals.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$15,000.

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

                         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.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.


RITZ CAMERA: Taps SSG Capital as Exclusive Investment Banker
------------------------------------------------------------
Ritz Camera & Image L.L.C., et al., asked the U.S. Bankruptcy
Court for the District of Delaware for permission to employ SSG
Capital Advisors, LLC as exclusive investment banker nunc pro tunc
to June 29, 2012.

SSG will, among other things:

   -- prepare an information memorandum describing the Company,
      its historical performance and prospects, including existing
      contracts, marketing and slae, labor force, and management
      and anticipated financial results of the Company;

   -- assist the Company in compiling a data room of any necessary
      and appropriate documents related to the sale; and

   -- assist the Company in developing a list of suitable
      potential buyers who will be contacted on a discreet and
      confidential basis after approval by the Company.

SSG will be paid:

   a) initial fee of $50,000;

   b) sale fee equal to the lesser of (i) $500,000, or (ii)
      $150,000 plus 1.5% of the total consideration; and

   c) a supplemental sale fee equal to $100,000.

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

                         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.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.


RITZ CAMERA: Winthrop Couchot Tapped as California Counsel
----------------------------------------------------------
Ritz Camera & Image L.L.C., et al., asked the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Winthrop Couchot Profesional Corporation as California special
counsel to Ritz Interactive, LLC.

The Debtors relate that on Aug. 19, 2011, Ritz Interactive filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code in the District of California.  On Feb. 14, 2012, the Court
confirmed RII's plan of reorganization which became effective on
Feb. 21, 2012.  As part of the RII Plan, RII ceased to exist to RI
was formed as a Delaware limited liability company and became a
wholly-owned subsidiary of Ritz Camera & Image, L.L.C., which is
RI's sole member.

Winthrop's proposed engagement by RI does not involve the
representation of the Debtors in conducting their Chapter 11 cases
before the Delaware Court.

To the best of the Debtor's knowledge, Winthrop does not hold or
represent any interest adverse to the Debtor or their estate.

                         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.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.


RIVER-BLUFF ENTERPRISES: Sec. 341 Creditors' Meeting on Aug. 27
---------------------------------------------------------------
The Office of the U.S. Trustee for the Eastern District of
California will convene a Meeting of Creditors under 11 U.S.C.
Sec. 341(a) in the Chapter 11 case of River-Bluff Enterprises,
Inc., on Aug. 27, 2012, at 1:30 p.m. at Office of the UST (7-500).

The last day to oppose discharge is Oct. 26, 2012.  Proofs of
claim are due by Nov. 26, 2012.

River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 12-92017) in Modesto, Calif. on July 20,
2012.  The Debtor estimated assets of $10 million to $50 million
and liabilities of at least $1 million.  Judge Ronald H. Sargis
presides over the case.  David C. Johnston, Esq., at Johnston &
Johnston, serves as bankruptcy counsel.  The petition was signed
by Roger Haney, president.


RIVER-BLUFF ENTERPRISES: Status Conference Set for Aug. 29
----------------------------------------------------------
The Bankruptcy Court will hold a Preliminary Status Conference in
the Chapter 11 case of River-Bluff Enterprises, Inc., on Aug. 29,
2012, at 3:30 p.m. at Modesto Courtroom, Department E.

River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 12-92017) in Modesto, Calif. on July 20,
2012.  The Debtor estimated assets of $10 million to $50 million
and liabilities of at least $1 million.  Judge Ronald H. Sargis
presides over the case.  David C. Johnston, Esq., at Johnston &
Johnston, serves as bankruptcy counsel.  The petition was signed
by Roger Haney, president.


RYLAND GROUP: Reports $6.0 Million Net Income in Second Quarter
---------------------------------------------------------------
The Ryland Group, Inc., reported net income of $6.27 million on
$293.76 million of total revenues for the three months ended
June 30, 2012, compared with a net loss of $10.71 million on
$211.84 million of total revenues for the same period during the
prior year.

The Company reported net income of $1.16 million on $509.63
million of total revenues for the six months ended June 30, 2012,
compared with a net loss of $30.24 million on $379.52 million of
total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.80 billion
in total assets, $1.32 billion in total liabilities and $485.67
million in total equity.

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

                        http://is.gd/nYRlFh

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.


                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SAN JUAN BAUTISTA MEDICAL: Suit v Power Operator Goes to Trial
--------------------------------------------------------------
In the lawsuit, San Juan Bautista Medical Center, Corp.,
Plaintiff, v. Puerto Rico Electric Power Authority, Defendant,
Adv. Proc. No. 11-100 (Bankr. D.P.R.), Bankruptcy Judge Brian K.
Tester denied the defendant's motion requesting reconsideration of
the Court's June 1, 2012 order denying a motion for summary
judgment.

On April 26, 2011, San Juan Bautista Medical Center filed a
complaint against the Puerto Rico Electric Power Authority for
declaratory judgment under 28 U.S.C. Sec. 2201, and injunctive
relief under 11 U.S.C. Sec. 362 and 11 U.S.C. Sec. 105.  The
Defendant, the Plaintiff and Intervenor: Escuela de Medicina San
Juan Bautista filed simultaneous Motions for Summary Judgment.
The Plaintiff filed a statement on supplemental briefing beyond
the simultaneous Motions for Summary Judgment already filed, and
the Defendant filed an Opposition to the Debtor's Motion for
Summary Judgment and Memorandum of Law in support thereof.  The
motions for summary judgment were denied.  The court found there
was a disputed material fact that exists for trial.  Specifically,
whether the funds consigned in the amount of $400,000 by the San
Juan Bautista School of Medicine with the Caguas Court of First
Instance are property of the estate.

The Defendant argues in its motion for reconsideration that there
is no material fact in dispute with respect to the funds consigned
in the amount of $400,000 by the San Juan Bautista School of
Medicine with the Caguas Court of First Instance.  The Defendant
alleges the funds were not part of the estate because the funds
were consigned with the court by a party different from the
Plaintiff, who has not filed for bankruptcy, and was not protected
by the automatic stay at the time of the consignation.  The
Defendant also argues in the alternative that if Article 1134 of
the Puerto Rico Civil Code was applicable to the factual events in
this case, the Plaintiff would have been able to withdraw the
funds consigned and returned them to the estate, which the
Plaintiff made no effort to do.

Both of these theories were previously proffered and rejected by
the court.  According to Judge Tester, because the Defendant fails
to establish any of the factors required, the court finds that the
Defendant is not entitled to reconsideration.

A copy of the Court's July 26, 2012 Opinion and Order is available
at http://is.gd/9zxS67from Leagle.com.

              About San Juan Bautista Medical Center

San Juan Bautista Medical Center Corp., which operates a namesake
190-bed hospital in Caguas, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 11-02270) on March 18, 2011.
San Juan Bautista was part of the government's plan to start a
medicalization program for drug addicts.  The hospital has 150
beds for patients with physical ailments and 40 beds for mental-
health patients.

At the time of its bankruptcy filing, the medical facility was
trying to stop Puerto Rico Electric Power Authority from cutting
off electricity to the Debtor's San Juan Bautista School of
Medicine.

Carmen D. Conde Torres, Esq., at C. Conde & Associates, serves as
the Debtor's counsel.  In its petition, the facility listed under
$50,000 in assets and under $50 million in debts.  The petition
was signed by Lymari Colon, president of governing board.


SPRINT NEXTEL: Incurs $1.4 Billion Net Loss in Second Quarter
-------------------------------------------------------------
Sprint Nextel Corp. reported a net loss of $1.37 billion on $8.84
billion of net operating revenues for the quarter ended June 30,
2012, compared with a net loss of $847 million on $8.31 billion of
net operating revenues for the same period during the prior year.

Sprint Nextel's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

"The Sprint platform achieved best ever postpaid ARPU and customer
churn that, combined with disciplined customer acquisition and
cost management, contributed to our Adjusted OIBDA* of $1.45
billion," said Dan Hesse, Sprint CEO.  "Based on this performance,
we are raising the 2012 Adjusted OIBDA* forecast to between $4.5
billion and $4.6 billion."

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

                        http://is.gd/aLKIS8

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                            *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


SEQUENOM INC: Incurs $29.6 Million Net Loss in Second Quarter
-------------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $29.62 million on $18.25 million of total revenues for the
three months ended June 30, 2012, compared with a net loss of
$20.93 million on $13.33 million of total revenues for the same
period during the prior year.

The Company reported a net loss of $54.07 million on $33.17
million of total revenues for the six months ended June 30, 2012,
compared with a net loss of $33.60 million on $26.84 million of
total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $161.05
million in total assets, $59.03 million in total liabilities and
$102.02 million in total stockholders' equity.

"We have continued to see strong increases in the uptake of the
MaterniT21 PLUS laboratory developed test (LDT) and Sequenom CMM
has now analyzed more than 20,000 test samples since the product
was launched in October of last year.  We have been able to
effectively meet this increasing demand by expanding our
operational capacity so that we can continue to meet the needs of
our physician customers and their patients in a prompt and timely
manner," said Harry Hixson, Jr., Ph.D., Chairman and CEO of
Sequenom.  "We believe that our operational model, additional
efforts and test enhancements planned for the second half of the
year will position us well for sustainable growth and product
leadership going forward."

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

                       http://is.gd/kf1Xny

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.


STEREOTAXIS INC: Regains Compliance with Min. Bid Price Rule
------------------------------------------------------------
Stereotaxis, Inc., received a notification from the Nasdaq Stock
Market confirming that the Company has regained compliance with
Listing Rule 5450(a)(1), as the bid price of the Company's common
stock closed at $1.00 per share or more for at least ten
consecutive business days prior to July 25, 2012.

Prior to that, on July 20, 2012, Nasdaq notified the Company that
its Common Stock was subject to delisting from the Nasdaq Global
Market because the Company did not regain compliance with the
Minimum Bid Price Rule by July 18, 2012, the deadline for
compliance pursuant to Nasdaq's notification letter dated Jan. 20,
2012.  Since the Company has regained compliance with the Minimum
Bid Price Rule, Nasdaq advised in its July 25 letter that it
considers this matter to be closed.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at March 31, 2012, showed
$36.79 million in total assets, $60.16 million in total
liabilities, and a $23.36 million total stockholders' deficit.


ROSETTA GENOMICS: Signs Co-Marketing Agreement with Precision
-------------------------------------------------------------
Rosetta Genomics Ltd. has entered into a co-marketing agreement
for its miRview mets assay for the accurate identification of the
tumor of origin in Cancers of Unknown or Uncertain Primary with
Precision Therapeutics Inc., a life science company known for its
expertise in the science of personalizing cancer therapy by
advancing genomic testing and bioinformatics.

Under the terms of the agreement, Rosetta Genomics granted
Precision Therapeutics the co-exclusive right, along with Rosetta
Genomics, to co-market the miRview mets assay in the U.S. through
July 30, 2014, with certain pre-specified performance milestones.
Rosetta Genomics will continue to record all revenues for miRview
mets and will remain responsible for sample collection, processing
and billing.  Precision Therapeutics, with one of the largest
sales forces in oncology diagnostics and considerable experience
in the personalized medicine sector, is expected to launch its
miRview mets2 co-marketing effort in August 2012.

"Precision Therapeutics is a strong partner to help maximize the
potential of miRview mets in a critically important market, where
accurate identification of the primary cancer directly impacts
treatment decisions.  With approximately 200,000 CUP patients in
the U.S., we believe this co-marketing agreement will
significantly enhance our reach and access to the physicians who
diagnose cancer and who treat these patients, including
pathologists and oncologists," said Kenneth A. Berlin, President
and Chief Executive Officer of Rosetta Genomics.  "This co-
marketing agreement, as well as the recent Medicare decision to
reimburse the miRview mets assay, significantly strengthens our
prospects for widespread market adoption and revenue growth."

"We are especially pleased to partner with Rosetta Genomics to
enhance the commercial distribution of the miRview mets assay, as
it is a best-in-class CUP assay that utilizes cutting-edge
microRNA expression as a platform, which we believe provides
greater accuracy in identifying these difficult to diagnose tumors
of unknown or uncertain origin.  The data reported from external
validation studies show a high level of concordance between the
miRview mets assay and expert diagnoses in true CUP patients
demonstrating the clinical benefit of looking at microRNA," stated
Sean McDonald, President and Chief Executive Officer of Precision
Therapeutics.

"This collaboration with Rosetta Genomics underscores our
commitment to offering high quality and high utility solutions to
physicians along the entire continuum of care with the goal to
improve outcomes for patients.  Together with Rosetta Genomics'
dedicated oncology team, we will reach out to an even larger group
of healthcare providers in order to benefit patients who are
diagnosed with CUP," added Mr. McDonald.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


SHUANEY IRREVOCABLE: Court OKs Motion to Prohibit Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court has approved Beach Community Bank's
motion to prohibit Shuaney Irrevocable Trust from using the bank's
cash collateral.

BCB is a federally insured banking entity organized and operating
in the State of Florida, and is on the U.S. Trustee's approved
list of Authorized Depositories in the Northern District of
Florida.

BCB said the Debtor owed the bank $12,921,430 as of Dec. 1, 2011.
The Debtor has three accounts with BCB.  Those accounts include a
money market account with a balance of $3,125,000 an interest
reserve account with a balance of $369,000, and a checking account
with a balance of $40.

BCB maintains that it has a perfected prepetition security
interest on the funds in the money market and interest reserve
accounts and, as such, the deposited funds constitute cash
collateral.

At no time prior to the Debtor's filing of bankruptcy has the
money market account or the interest reserve account been used to
fund Shuaney's operations -- only its obligations to BCB.

BCB says it is an undersecured creditor.  BCB says it is concerned
that the Trustees of the Shuaney Irrevocable Trust will use the
bank's cash collateral without court order for expenses wholly
unrelated to the Trust.  BCB says such use of the funds by the
Trustees of the Debtor would cause irreparable harm to the bank as
the Debtor's schedules reflect it does not otherwise have funds
with which to work.

                About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.


SJJ CORP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SJJ Corp
        2510 84th S 24D
        Lakewood, WA 98499

Bankruptcy Case No.: 12-45250

Chapter 11 Petition Date: July 27, 2012

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

Judge: Brian D. Lynch

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue Ste 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-45250.pdf

The petition was signed by Soo Jin Jung, president.


SUNCOKE ENERGY: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Lisle, Ill-based SunCoke
Energy Inc. on CreditWatch with negative implications. "The
CreditWatch negative listing means we could lower or affirm the
rating after we complete our review," S&P said.

"The CreditWatch listing reflects our view that that the company's
credit quality could decline as a result of the proposed formation
of a master limited partnership structure, which the company's
board of directors approved on July 19, 2012," said credit analyst
Marie Shmaruk. "At the same time, the board approved the filing of
a registration statement to effect the initial public offering of
the MLP."

"In resolving the CreditWatch listing, we will review the
company's filing for the MLP when it becomes available. We will
also evaluate the company's financial policy, proposed capital
structure, and their effect on the company's credit metrics."


TOWNSEND CORP: Plan Filing Deadline Extended to Oct. 3
------------------------------------------------------
The Bankruptcy Court extended the periods within which Townsend
Corporation, d/b/a Land Rover Jaguar Anaheim Hills, and LRJC,
Inc., d/b/a Land Rover Jaguar Cerritos have the exclusive right to
file a chapter 11 plan through Oct. 3, 2012 and the exclusive
right to solicit acceptances on that plan through Dec. 3, 2012.

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRAC INTERMODAL: Moody's Assigns B1 CFR, Rates 2nd Lien Notes B3
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Trac
Intermodal LLC's proposed second lien notes due 2019. At the same
time, Moody's assigned Corporate Family Rating ('CFR') of B1 and a
Probability of Default Rating ('PDR') of B2. The ratings outlook
is stable.

Ratings Rationale

Trac's ratings incorporate a B2 probability of default profile
that reflects high leverage and substantial operating risks
associated with on-going changes in the company's business model.
These factors are offset by substantial recovery that would be
provided by the strong value in company's fleet of leasing
equipment that supports a one-notch uplift of the Corporate Family
Rating above the company's Probability of Default Rating.

With approximately $1 billion in total debt (including Moody's
standard adjustments) on close of refinancing, Trac's pro forma
Debt to EBITDA is estimated at over 7 times, which is high
relative to B2-rated entities. Other credit metrics are more
closely aligned with the assigned ratings: pro forma Funds from
Operations (FFO) plus Interest to Interest of approximately 2.4
times, Retained Cash Flow to Debt of 10%, and Tangible Common
Equity to Tangible Managed Assets of approximately 20%. The CFR,
at B1, is rated one notch above the B2 PDR, reflecting the
significant recovery to secured lenders provided by Trac's
sizeable asset base. Trac maintains a strong franchise position as
a leading provider of intermodal chassis to the US transportation
sector, with a lease fleet of over 250,000 chassis units whose
book value is approximately $1.2 billion. Considering the mobile
nature of the assets in the lease fleet, the commonality of this
equipment to intermodal operators, and the essentiality of Trac's
chassis to the US transportation network, Moody's estimates that
the value of Trac's lease fleet would contribute to substantial
recovery to senior secured debt holders in the event of default.
As such, a 65% family recovery rate has been assigned to Trac's
ratings per Moody's Loss Given Default ('LGD') Methodology, which
results in a CFR that is one notch above the PDR.

Moody's also notes risks associated with on-going changes in
Trac's revenue profile. The company is transitioning from a
predominantly term leasing business to one that relies
increasingly on a pool subscription model that services the
growing motor carrier customer base. This shift could result in
improving operating margins, as per diem rates are considerably
higher in the pooling business. However, pooling operations also
entail higher costs and lower utilization rates, which suggests
that proper execution of this strategy will be important to
realize planned increases in operating margins going forward.

The $325 million of second lien notes are rated B3, which is two
notches below the Corporate Family Rating, reflecting the
substantial level of first lien debt senior in claim to this
instrument, and the lower estimated recovery assessed on the
second lien notes per Moody's LGD Methodology.

Moody's believes that Trac maintains an adequate liquidity
position. The company maintains a modest cash balance, and is
expected to generate positive free cash flow over the near term
while maintaining a robust level of fleet investment to meet
growing demand. On close of refinancing transactions, Trac will
have a $700 million ABL facility due 2017, with approximately $470
million drawn. Moody's views the nearly-$230 million of remaining
availability as quite robust for a company of this size. Moreover,
it is expected that the company will use free cash generated to
repay a modest portion of the amount outstanding under this
facility over the next few years. Moody's estimates that the
company will be compliant with financial covenants prescribed
under the new ABL facility.

The stable ratings outlook reflects Moody's expectations that the
company will be able to grow its revenue over the near term in an
environment of strong intermodal equipment demand, while improving
margins as the company takes on more higher-yielding subscription-
based leasing contracts. This will likely result in leverage and
interest coverage metrics that more strongly support the B1 CFR
and B2 PDR. Ratings or their outlook could be adjusted downward if
margins fall, possibly from weak lease yields or a deterioration
in utilization rates that may ensue from unexpected changes in the
competitive landscape of the intermodal equipment leasing
industry. Debt to EBITDA sustained above 7.5 times, FFO plus
Interest to Interest of less than 1.5 times, or persistently
negative free cash flow and a deterioration in liquidity could
result in a ratings downgrade. Upward rating consideration could
be warranted if the company were to repay a substantial portion of
its debt while improving operating margins and growing its fleet,
such that Debt to EBITDA were to fall below 5.5 times, FFO plus
Interest to Interest were to exceed 2.5 times, or Retained Cash
Flow to Debt exceeds 12%.

Assignments:

  Issuer: Trac Intermodal LLC

     Probability of Default Rating, Assigned B2

     Corporate Family Rating, Assigned B1

     Senior Secured Regular Bond/Debenture, Assigned B3, LGD4-63%

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

Trac Intermodal, LLC, through its main operating subsidiary
Interpool, Inc., is headquartered in Princeton, NJ and is a
leading provider of intermodal chassis to the transportation
industry.


TXCO RESOURCES: Wins $15MM Judgment Against Peregrine Petroleum
---------------------------------------------------------------
Reorganized TXCO Resources, Inc., won a $15,873,383 judgment
against Peregrine Petroleum, L.L.C., in a lawsuit that accused
Peregrine of misappropriating TXCO's confidential and trade secret
information that Peregrine obtained when the parties engaged in
acquisition talks.  The Court also held Peregrine received TXCO's
trade secrets by improper means through Jeff Bookout after he was
terminated from TXCO.  The Court said the materials TXCO disclosed
to Peregrine gave it a competitive advantage over TXCO and other
competitors.  The judgment is for "reasonable" royalty.  All other
requested relief in the lawsuit are denied.  A copy of Chief
Bankruptcy Judge Ronald B. King's July 26, 2012 Opinion is
available at http://is.gd/JNiYYBfrom Leagle.com.

                       About TXCO Resources

TXCO Resources, Inc., was a publicly traded oil and gas
exploration and production company based in San Antonio, Texas,
which, along with its subsidiaries, filed a voluntary Chapter 11
case (Bankr. W.D. Tex. Case No. 09-51807) on May 17, 2009.  Prior
to confirmation, TXCO agreed to sell most of its oil and gas
assets to Newfield Exploration Company and Anadarko E&P Company
L.P.  The sale was included in TXCO's Second Amended Plan of
Reorganization.  On Jan. 27, 2010, the Court entered an order
confirming the Plan.  On Feb. 11, 2010, the Plan became effective
and Reorganized TXCO emerged from Chapter 11.  All creditors were
paid in full, including interest and attorney's fees, and equity
holders received a distribution.  The remaining oil and gas assets
that were not transferred to Newfield or Anadarko were transferred
to the TXCO Liquidating Trust.  Newfield is the only shareholder
of record in Reorganized TXCO and the sole beneficiary of the
Liquidating Trust.


UNION CENTER: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Union Center C, LLC
        3455 Peachtree Industrial Boulevard
        Suite 305, PMB 263
        Duluth, GA 30096

Bankruptcy Case No.: 12-22613

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: mharris@maceywilensky.com

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

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

A copy of the Company's list of its eight unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-22613.pdf

The petition was signed by Scott A. Henson, sole member.


USEC INC: Dr. Joyce Brown Resigns from Board of Directors
---------------------------------------------------------
Dr. Joyce F. Brown resigned as a member of the Board of Directors
of USEC Inc. in order to devote more time to her other
professional commitments.  Dr. Brown has been a director since
1998.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

USEC Inc.'s balance sheet at March 31, 2012, showed $3.77 billion
in total assets, $3.04 billion in total liabilities and $728.9
million in stockholders' equity.

                            *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


USG CORP: Incurs $57 Million Net Loss in Second Quarter
-------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $57 million on $825 million of net sales for the three months
ended June 30, 2012, compared with a net loss of $70 million on
$761 million of net sales for the same period during the prior
year.

The Company reported a net loss of $84 million on $1.63 billion of
net sales for the six months ended June 30, 2012, compared with a
net loss of $175 million on $1.48 billion of net sales for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.64 billion
in total assets, $3.51 billion in total liabilities and $131
million in total stockholders' equity including noncontrolling
interest.

"We are pleased to build on the positive operating profit in the
first quarter with another quarter of improved results," said
James S. Metcalf, Chairman, President and CEO.  "In addition, our
recent announcement of a joint venture that will enable us to sell
SHEETROCK Brand gypsum wallboard in India is a major step forward
in our efforts to diversify USG's sources of earnings.  We intend
to move quickly with our partner, the Zawawi Group of Oman, to
establish the mining and manufacturing operations in Oman with the
goal of commencing the sale of rock to the regional cement
industry and wallboard in the Indian market toward the end of next
year."

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

                         http://is.gd/kQfhdp

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VALENCE TECHNOLOGY: Shareholders Accuse Berg of Power Grab
----------------------------------------------------------
Dan Zehr at statesman.com reports that a group of Valence
shareholders have accused Carl Berg, the largest shareholder
in Valence Technology Inc., of a power grab, claiming that the
chairman is using the Chapter 11 bankruptcy reorganization process
to take even greater control of the company he has propped up for
much of its 23-year existence.

According to the report, with all the company's assets pledged as
collateral on loans he provided, Mr. Berg and his companies could
emerge from the proceedings as Valence's sole owners.  And while
they readily admit that Valence would have failed long ago had Mr.
Berg not pumped well more than $100 million into the company over
the years, the shareholders question why -- after saying he would
continue to fund the company as long as it was making progress --
he chose to turn off the valve just as Valence appeared poised to
finally post a profit.

"They were presenting themselves as just about to break even and
just needing some more money," the report quotes Michael Stavy, an
energy economist and Valence shareholder, as saying.  "Since Carl
Berg was funding it all these years, why change now?"

The report relates some of the company's shareholders say Mr. Berg
cut off funding and steered Valence toward bankruptcy so he could
consolidate ownership of the company.  Some of those investors
have retained Dallas attorney Hamilton Lindley, Esq., and are
planning to file a securities lawsuit against the company.

Mr. Lindley said he is investigating potential claims and hopes to
file a formal complaint before the company's Chapter 11
reorganization concludes, the report says.

The report notes although investors and lenders pumped more than
$600 million into the company since its launch in 1989, it has yet
to produce a dime of profit.

The report says Mr. Berg, who amassed a fortune in Silicon Valley
real estate before turning to venture capital investments, had
regularly stepped in at crucial times to fund the company's
operations and keep it afloat.  On multiple occasions, he and
company executives said those critical capital infusions would
continue as long as Valence showed progress.

The report relates, however, with the company facing a $3 million
payment by July 31 -- the final payment on a $20 million debt
issuance from 2005 -- Mr. Berg didn't provide any new funding.  "A
$3 million debt didn't seem like an insurmountable amount given
Berg's past investments," Mr. Lindley said.

The report adds Valence executives and board members sought at
least one alternative source of capital.  However, they rejected
the terms offered by Silicon Valley Bank -- Mr. Berg declined to
subordinate his loans to the bank's -- and the board voted to file
for bankruptcy protection.

                     About Valence Technology

Valence Technology, Inc., filed a voluntary petition for a chapter
11 business reorganization (Bankr. W.D. Tex. Case No. 12-11580) on
July 12, 2012.  The Debtor disclosed debt of $82.6 million and
assets of $31.5 million as of March 31.  Streusand, Landon &
Ozburn, LLP, serves as the Company's counsel.

Founded in 1989, Valence develops lithium iron magnesium phosphate
rechargeable batteries.  Its products are used in hybrid and
electric vehicles, as well as hybrid boats and Segway personal
transporters.

As reported by the TCR on July 13, 2012, the reorganization is
intended to bolster the Company's liquidity in the U.S. and abroad
and enable the Company to focus on its core lithium phosphate
markets.


VALERO ENERGY: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Valero Energy Corporation and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Valero.

Moody's current ratings for Valero Energy Corporation and related
companies are:

Valero Energy Corporation

  Senior Unsecured (domestic currency) Rating of Baa2

  Pref. Stock (domestic currency) Rating of Ba1

  Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

  Subordinate Shelf (domestic currency) Rating of (P)Baa3

  Junior Subord. Shelf (domestic currency) Rating of (P)Baa3

  Pref. Shelf (domestic currency) Rating of (P)Ba1

  BACKED Senior Unsecured (domestic currency) Rating of Baa2

  BACKED Subordinate (domestic currency) Rating of Baa3

Ultramar Diamond Shamrock Corporation

  BACKED Senior Unsecured (domestic currency) Rating of Baa2

  BACKED Subordinate (domestic currency) Rating of Baa3

Diamond Shamrock Inc.

  BACKED Senior Unsecured (domestic currency) Rating of Baa2

VEC Trust II

  BACKED Pref. Shelf (domestic currency) Rating of (P)Baa3

VEC Trust III

  BACKED Pref. Shelf (domestic currency) Rating of (P)Baa3

VEC Trust IV

  BACKED Pref. Shelf (domestic currency) Rating of (P)Baa3

Ratings Rationale

Valero's Baa2 senior unsecured ratings are supported by its large
operating scale, solid diversification of unplanned downtime risk
and regional margin risk within its 15 refinery portfolio,
comparatively high process complexity, moderate earnings
contribution from its retail and ethanol operations, investment
grade financial leverage metrics and good liquidity. The ratings
are restrained by inherent refining sector cyclicality and
volatility, heavy capital spending levels, degree of shareholder
return focus, acquisition event risk and the uncertainties
regarding the ultimate impact of the regulation of greenhouse
gases in California.

The stable outlook reflects the assumption that Valero will
maintain investment grade leverage metrics through 2013 as it
continues to pursue organic growth and acquisition opportunities.

Over the near-term, given acquisition risk and the uncertainties
regarding the ultimate impact of the regulation of greenhouse
gases in California, Moody's does not expect a ratings upgrade.
Longer term, ratings might benefit from very substantial de-
leveraging (reducing debt sufficiently in order to maintain in
excess of 20% retained cash flow/debt in a cyclical low) relative
both to Valero's cash flow through the cycle and its total capital
or material diversification into other business lines.

Valero's ratings or outlook could be pressured by large negative
free cash flow generation and rising debt levels (resulting in
retained cash flow/debt declining to less than 15% for a sustained
period extending beyond a short-term down-cycle), a materially
debt financed acquisition or debt financed share buybacks, or weak
liquidity profile.

The principal methodology used in rating Valero Energy Corporation
was the Global Refining and Marketing Industry Methodology
published in December 2009.


VIASPACE INC: Fails to Reach Deal on VGE Separation
---------------------------------------------------
VIASPACE Inc. and its subsidiary VIASPACE Green Energy Inc. said
that as previously announced they agreed to embark on a series of
negotiations with Mr. Sung Chang to separate VIASPACE and VGE.
During this time, Mr. Chang has not declared in writing that
VIASPACE is in default on the existing note due to him and agreed
to negotiate in good faith for an agreement that would be
satisfactory to him and the VIASPACE and VGE Boards.  The VIASPACE
Board led by Dr. Kevin Schewe has been negotiating fervently with
Mr. Chang for several months.  As of this date, the parties have
not reached agreement and signed the term sheets to separate the
companies.

VIASPACE Director Dr. Kevin Schewe stated, "Along with the many,
many public shareholders, I am disappointed that a deal has not
been reached.  Over the past few years, I have purchased nearly
100 million shares of VIASPACE stock and I am as frustrated as
many of you.  I strongly believe that VIASPACE's most recent
proposal offers Mr. Chang a potential resolution which addresses
his desire not to fund VIASPACE any longer through Inter-Pacific
Arts sales or future China pellet sales and simultaneously gives
him and all VIASPACE shareholders a reasonable chance of
increasing shareholder value. Sadly, we have reached another
impasse with Mr. Chang and his lawyer.  I cannot in good
conscience sign a term sheet that I believe is not in the best
interest of all of my fellow VIASPACE shareholders.  We are not
giving up, but we are disappointed.  I am encouraging the VIASPACE
Board of Directors to give Mr. Chang our best and final offer by
July 27, 2012 with a deadline for response by Mr. Chang on or
before July 31, 2012.  The Company will provide another update on
July 31, 2012, or sooner if negotiations are concluded."

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects such losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VOLKSWAGEN-SPRINGFIELD: Trustee to Name Consumer Privacy Ombudsman
------------------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia directed the U.S. Trustee to appoint
a consumer privacy ombudsman in the Chapter 11 case of Volkswagen-
Springfield, Inc.

The Debtor related that from time-to-time, it collected
information regarding its customers including names, addresses,
email addresses, telephone numbers and other similar data.  The
data is included among the assets under the purchase agreement.

In a separate filing, the Court has approved the bidding
procedures in relation to the sale of substantially of its assets,
including the assumption and assignment of certain executory
contracts and unexpired leases.  The Debtor has entered into an
asset purchase agreement with Sheehy Auto Stores, Inc.  Pursuant
to the APA, Sheehy agreed to purchase the assets for $22 million
subject to higher and better offers.

Sheehy will be entitled to a break-up fee of $187,500 plus its
reasonable fees and expenses relating to Sheehy's efforts to
acquire the Debtor's assets in the event it is not the successful
bidder.

The Debtor believes that the sale along with proceeds of assets
excluded from the sale will be sufficient to satisfy BB&T's liens
in full.  BB&T claims that it is owed approximately $18.15 million
exclusive of professional fees and expenses.  Any remaining
proceeds, and excluded assets, will be available to pay costs of
administration and the Debtor's priority and general unsecured
creditors.

The purchase agreement provides further that Sheehy will have a
superpriority administrative expense priority claim payable out of
the Debtor's cash or other collateral securing VWS's obligations
(which will be senior to any and all claims and interests) for
such amounts.

A copy of the bidding procedures is available for free at

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

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case


VOLKSWAGEN-SPRINGFIELD: Court Approves Wiley Rein as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
according to Volkswagen-Springfield, Inc.'s case docket,
authorized the Debtor to employ Wiley Rein LLP as counsel.

As reported in the Troubled Company Reporter on June 28, 2012,
Dylan G. Trache, a partner at Wiley Rein LLP, told the Court that
prior to the Petition Date, Wiley Rein received a $100,00 retainer
from the Debtor.  Prior to the filing of the Petition, Wiley Rein
withdrew the sum of $33,957 from the retainer and applied it
against prepetition services well as the filing fee for the
Chapter 11 case.  As of the filing of the Chapter 11 case, $66,043
remained available for application to postpetition services.

The hourly rates of Wiley Rein's personnel are:

         Legal Support Personnel            $150 - $305
         Associates                         $305 - $520
         Of Counsel, and Consultants        $220 - $690
         Partners                           $530 - $920

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

Mr. Trache can be reached at:

         Dylan G. Trache, Esq.
         7925 Jones Branch Drive, Suite 6200
         McLean, VA 22102
         Tel: (703) 905-2800
         Fax: (703) 905-2820
         E-mail: dtrache@wileyrein.com

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.


VOLKSWAGEN-SPRINGFIELD: Marcher OK'd as Financial Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
according to Volkswagen-Springfield, Inc.'s case docket,
authorized the Debtor to employ Marcher Consultants, Inc., as its
financial consultant.

Marcher is expected to, among other things:

   -- analyze the Debtor's prepetition financial performance;

   -- prepare for and testify in Court regarding cash
      collateral issues and related matters; and

   -- assist the Debtor in complying with its administrative
      responsibilities, as preparing schedules and statements of
      financial affairs.

The Debtor will compensate Marcher at the maximum rate of
$250 per hour.

Marcher received a retainer in the amount of $25,000.  The
retainer was paid by the Debtor through Wiley Rein LLP.  As of the
Petition Date, $9,025 of the retainer had been applied to
prepetition services, leaving $15,975 available to apply towards
postpetition services.

To the best of the Debtor's knowledge, Marcher does not hold or
represent any interest adverse to the estate of the Debtor.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has yet been appointed in the case.


WAGSTAFF MINNESOTA: Has Until Oct. 30 to Propose Ch. 11 Plan
------------------------------------------------------------
The Hon. Nancy C. Dreher of the U.S. Bankruptcy Court for the
District of Minnesota extended Wagstaff Minnesota, Inc., et al.'s
exclusive periods to file and solicit acceptances for a proposed
Chapter 11 plan until Oct. 30, 2012, and Dec. 30, respectively.

The Debtors explained that they will commence a consensual sale
process of their restaurants and related property as contemplated
pursuant to the terms of the settlement agreement with KFC
Corporation.  Thereafter, the Debtors will be in a position to
determine the best exit strategy from the chapter 11 cases,
including evaluating the necessity of filing a plan of
reorganization.

                       Settlement Agreement

The Debtors and KFCC reached an agreement in principle
memorialized in a settlement agreement.  Pursuant to the
Settlement Agreement (i) the Debtors and the GE Parties (General
Electric Capital Corporation, a Delaware corporation, General
Electric Capital Business Asset Funding Corporation of
Connecticut, a Delaware corporation, GE Capital Franchise
Finance Corporation, and Colonial Pacific Leasing Corporation)
will agree to dismiss their appeals to the Eighth Circuit, and
(ii) KFCC will agree to forbear from enforcing the District Court
Order and to issue limited franchise licenses to enable the
Debtors to pursue sales of the restaurants.

The settlement agreement will resolve extensive litigation and
will allow the Debtors to proceed unobstructed towards the sale of
substantially all of their assets, which the Debtors have
determined is the best way to maximize the value of their estates.

                     About Wagstaff Properties

Hanford, California-based Wagstaff Properties LLC and its debtor-
affiliates filed for Chapter 11 protection (Bankr. D. Minn. Case
No. 11-43074) on April 30, 2011.  The cases are jointly
administered with Wagstaff Minnesota, Inc. (Case No. 11-43073).
Bankruptcy Judge Nancy C. Dreher presides over the cases.
Fredrikson & Byron, PA, and Peitzman Weg & Kempinsky LLP,
represent the Debtors in their restructuring efforts.  Alvarez &
Marsal North America LLC serves as the Debtors' financial advisor.
Trinity Capital, LLC and its affiliated broker-dealer, BWK Trinity
Capital Securities LLC, serve as the Debtors' investment banker
with respect to a sale of their assets.  Epiq Bankruptcy Solutions
LLC provides administrative, noticing and balloting services.
Wagstaff Properties estimated assets and liabilities at
$10 million to $50 million.

On June 8, 2011, the U.S. Trustee appointed three member to the
Official Committee of Unsecured Creditors in the Debtors' cases.
Freeborn & Peters LLP and Lommen, Abdo, Cole, King & Stageberg
P.A. serve as the Committee's counsel.


WARNER SPRINGS: Opposes Pala Tribe's Chapter 7 Conversion Bid
-------------------------------------------------------------
Warner Springs Ranchowners Association, dba Warner Springs Ranch,
filed an opposition to the request of the Pala Band of Mission
Indians to convert the bankruptcy case to Chapter 7 or, in the
alternative, to appoint a Chapter 11 trustee.

The Debtor claims that Pala's allegations are combination of
biased, incorrect, misplaced and exaggerated statements.
According to the Debtor, it has been in chapter 11 barely four
months and, contrary to Pala's allegations, has been moving
diligently forward to sell its valuable co-owned property
consisting of more than 2,300 acres of unencumbered rural land.

The Debtor explains the bankruptcy was filed to facilitate a sale
of the co-owned property.  Despite best efforts, and despite being
under contract with Pala for over two years, the Debtor was not
able to sell its co-owned property and close escrow pre-petition
due, in part, to Pala's failure to cooperate with resolution of
several contractual issues.

The Debtor believes Pala's motivation in seeking conversion is
simply to chill the market value of the property and potential
interest from third parties in the hope that Pala will be able to
acquire the property for something less than the pre-petition
contract price.

The Debtor says the appointment of a chapter 11 trustee at this
juncture would add substantial administrative expenses to the
case.

                    About Warner Springs Ranch

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, 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 schedules disclosed $14,079,894 in assets
and $1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WARNER SPRINGS: Court OKs CBRE Inc. as Real Estate Broker
---------------------------------------------------------
Warner Springs Ranchowners Association, dba Warner Springs Ranch,
sought and obtained approval from the U.S. Bankruptcy Court to
employ CBRE, Inc. and Jeff Woolson as real estate broker.

CBRE will market and assist with the Debtor's sale of the ranch.

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

CBRE will be paid on a commission basis -- equal to 4% of the
first $10,000,000 of the sale price and 2.5% of all amounts in
excess of $10,000,000.  CBRE will bear all costs of marketing the
property unless the employment agreement is terminated by Debtor.

If the agreement is terminated, the Debtor will reimburse CBRE for
up to $5,000 in out-of-pocket expenses incurred by CBRE while
marketing the Ranch.  CBRE's compensation is subject to review and
approval by the Court in accordance with the applicable provisions
of the Bankruptcy Code.

                    About Warner Springs Ranch

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, 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 schedules disclosed $14,079,894 in assets
and $1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WARNER SPRINGS: Court OKs OFKMJ Corbin as Accountants
-----------------------------------------------------
Warner Springs Ranchowners Association, dba Warner Springs Ranch,
sought and obtained permission to employ OFKMJ Corbin & Company as
accountants and auditors.

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, 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 schedules disclosed $14,079,894 in assets
and $1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The property has a 150-acre golf
course, natural hot springs, 250 cottage style hotel rooms, tennis
courts, swimming pools and a private airport.  The Debtor co-owns
the property with over 1,200 other individuals and entities.  The
Debtor has 54% of the undivided tenancy-in-common fee interests in
the property.


WASHINGTON MUTUAL: Liquidating Trust to Distribute $74 Million
--------------------------------------------------------------
WMI Liquidating Trust, formed pursuant to the recently confirmed
and consummated Seventh Amended Joint Plan of Affiliated Debtors
under Chapter 11 of the United States Bankruptcy Code of
Washington Mutual, Inc. will make a distribution of approximately
$74 million to beneficiaries of the Liquidating Trust in a manner
consistent with the terms of the Plan.

In accordance with the priority of payments described on Exhibit H
to the Plan, the Distribution will be allocated to claimants in
"Tranche 2" in the following amounts: $15 million to holders of
Allowed Senior Notes Claims; $56 million to holders of Allowed
Senior Subordinated Notes Claims; and $3 million to holders of
Allowed General Unsecured Claims.

The Distribution will be initiated by the Liquidating Trust on
Wednesday, Aug. 1, 2012.  More detail associated with this
Distribution will be reflected on the next Quarterly Summary
Report (the "QSR") to be filed by the Liquidating Trust with the
United States Bankruptcy Court for the District of Delaware
for the period ending on June 30, 2012 (which QSR is expected to
be filed on or about July 30, 2012).

The Distribution is possible primarily as a result of recent
favorable decisions by the Bankruptcy Court permitting the release
of a claim reserve of approximately $22 million that had been
established in conjunction with various disputed claims, as well
as a release of approximately $52 million for amounts previously
reserved to pay professional fees.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WHITE BEAUTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: White Beauty Development, LLC
        517 N. Foothill Road
        Beverly Hills, CA 90210

Bankruptcy Case No.: 12-18828

Chapter 11 Petition Date: July 27, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Craig G. Margulies, Esq.
                  THE MARGULIES LAW FIRM, APLC.
                  16030 Ventura Blvd.
                  Suite 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  E-mail: cmargulies@margulies-law.com

Scheduled Assets: $4,094,659

Scheduled Liabilities: $3,154,928

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/nvb12-18828.pdf

The petition was signed by Eyal Gamliel, managing member of Biel
Investments, LLC, Debtor's operating manager and manager.


W.R. GRACE: Chapter 11 Emergence to Depend on Waiver Satisfaction
-----------------------------------------------------------------
On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary,
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On Jan. 31, 2011, the Bankruptcy Court issued an order confirming
Grace's Joint Plan of Reorganization.  On Jan. 31, 2012, the
United Stated District Court issued an order affirming the Plan,
which was reaffirmed on June 11, 2012 following a motion for
reconsideration.  Eight parties filed notices of appeal with the
Third Circuit Court of Appeals before the July 11, 2012 deadline.

On June 5, 2012, the Bankruptcy Court approved agreements among
Grace, co-proponents of the Plan, BNSF railroad, several insurance
companies and the representatives of Libby asbestos personal
injury claimants, to settle certain objections to the Plan.  In
connection with this settlement, the company agreed to pay $19.5
million to transfer the Libby Medical Program to an independent
entity in Montana.  Pursuant to the agreements, the Libby
claimants and BNSF will withdraw their appeals to the Plan when
these settlements become effective.

The timing of Grace's emergence from Chapter 11 will depend on the
satisfaction or waiver of the remaining conditions set forth in
the Plan.  Grace and its co-proponents are evaluating the appeals
to the Plan and whether Grace will emerge from Chapter 11 prior to
the resolution of such appeals.

The Plan sets forth how all pre-petition claims and demands
against Grace will be resolved. See Grace's most recent periodic
reports filed with the SEC for a detailed description of the Plan.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


W.R. GRACE: Net Income Drops 8.6% to $69.3 Million
--------------------------------------------------
W. R. Grace & Co. disclosed second quarter net income of
$69.3 million, or $0.90 per diluted share.  Net income for the
prior-year quarter was $75.8 million, or $1.00 per diluted share.
Adjusted EPS of $1.14 per diluted share increased 2.7 percent from
$1.11 per diluted share for the prior-year quarter.

Net income for the six months ended June 30, 2012, was $130.2
million, or $1.70 per diluted share, compared with $130.0 million,
or $1.72 per diluted share for the prior-year period.  Adjusted
EPS of $2.02 per diluted share increased 7.4 percent from $1.88
per diluted share for the prior-year period.  A full text copy of
the press release announcing the second quarter results is
available free at http://is.gd/Tb5ZZi

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
commenced on Jan. 14, 2008.


YUKOS OIL: Tribunal Orders Russian Government to Pay Investors
--------------------------------------------------------------
An international tribunal ordered the Russian government to
compensate a group of Spanish investors for the losses they
suffered when Russia seized the Yukos Oil Company, one of the
largest oil and gas companies in the world.

The Spanish investors sought compensation under the bilateral
investment treaty between Spain and the Russian Federation.  The
panel ruled that the Russian government issued illegitimate tax
bills and, through a series of enforcement actions and eventual
bankruptcy, placed Yukos' assets under state control.  State-owned
Rosneft and Gazprom received the vast majority of Yukos' assets.
The tribunal valued Yukos at more than $60 billion at the time the
company was nationalized.

"This case stands for an important principle: If Russia violates
its treaty obligations and harms investors, there will be
consequences," said Marney Cheek, a partner at Covington & Burling
LLP who represents the Spanish investors.  "The panel's decision
holds Russia accountable and awards compensation to the former
shareholders of Yukos."

The tribunal concluded "that Yukos' tax delinquency was indeed a
pretext for seizing Yukos assets and transferring them to Rosneft.
. . [T]his finding supports the Claimants' contention that the
Russian Federation's real goal was to expropriate Yukos, and not
to legitimately collect taxes."

"This ruling vindicates the rights of Spanish investors, and,
indeed, all investors in Yukos," said Ms. Cheek.

Thousands of investors worldwide owned shares in Yukos.  This is
the second ruling by an international tribunal holding that these
investors are entitled to compensation.  An investor from the
United Kingdom prevailed in a similar proceeding in September
2010.

The arbitration proceeding, Quasar de Valores SICAV S.A., et al.
v. The Russian Federation, was filed in March 2007 under the
jurisdiction of the Stockholm Chamber of Commerce.  A tribunal of
three distinguished jurists issued a unanimous award: Jan Paulsson
(chair) of Freshfields Bruckhaus Deringer; Toby Landau QC, of
Essex Chambers; and Judge Charles Brower of the Iran-United States
Claims Tribunal.

Covington & Burling LLP and Spanish firm Cuatrecasas, Goncalves
Pereira represented Claimants.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an
open joint stock company under the laws of the Russian Federation.
Yukos was involved in energy industry substantially through its
ownership of its various subsidiaries, which own or are otherwise
entitled to enjoy certain rights to oil and gas production,
refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


ZALE CORP: Secures $665 Million Credit Facility
-----------------------------------------------
Zale Corporation has secured a new $665 million credit facility,
which includes an amended and extended $650 million Revolving
Credit Facility and a new $15 million First-In, Last-Out (FILO)
Credit Facility.  The company also announced that it utilized
increased availability from these facilities to fund a prepayment
of $60.5 million on its Senior Secured Term Loan.  In addition,
Zale amended and extended its Senior Secured Term Loan with Golden
Gate Capital for the remaining $80 million.

Overview of the Amended and Extended Revolving Credit Facility

   * Facility size of $650 million

   * Matures in five years, an increase of about three years from
     the prior agreement

   * Priced at LIBOR plus 175 to 225 basis points based on the
     Company's average availability, an improvement of 175 basis
     points from the prior agreement

   * Enhanced borrowing capacity by increasing the inventory
     collateral base by 2.5 percent to 90 percent

Overview of New FILO Credit Facility

   * Facility size of $15 million

   * Matures in five years

   * Priced at LIBOR plus 350 to 400 basis points based on the
     Company's average availability

   * Further enhanced borrowing capacity by increasing inventory
     collateral base up to an additional 2.5 percent

Overview of Amended and Extended Senior Secured Term Loan

   * Utilized increased availability from the $665 million credit
     facility to fund a prepayment of $60.5 million on the term
     loan

   * Amended and extended the Senior Secured Term Loan agreement
     for remaining $80 million

   * Matures in five years, an increase of about two years from
     prior agreement

   * Fixed interest of 11 percent per annum, payable quarterly in
     cash, a reduction from 15 percent per annum in the prior
     agreement

   * Eliminated store contribution covenants and improved minimum
     liquidity requirement yielding approximately $50 million of
     additional availability

   * Non-callable in year one, optional redemption with call
     premium of 4 percent in year two, 3 percent in year three and
     2 percent in year four

The new $665 million credit facility was led by Bank of America,
administrative agent, and Wells Fargo Bank and J.P. Morgan
Securities, co-syndication agents.  Peter J. Solomon Company acted
as financial advisor for the company.

At current interest rates, these transactions reduce the Company's
overall average borrowing cost from about eight percent to about
four percent, resulting in projected annual pretax savings in the
fiscal year commencing Aug. 1, 2012, of approximately $17 million.
As a result of the financing transactions, overall available
liquidity has improved and is expected to stand at approximately
$140 million on July 31, 2012.  Zale incurred costs of
approximately $13 million related to the financing transactions,
of which approximately $5 million will be expensed in the fourth
fiscal quarter of 2012, with the remaining costs to be amortized
over the five year life of the agreements.

"The benefits gained from the debt refinancing are a result of the
significant operating improvements that the company has achieved
over the past two years," commented Theo Killion, Chief Executive
Officer.  "Going forward, our aggregate borrowing cost will be
substantially lower, which will accelerate the company?s return to
profitability."

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $7.56 million on $1.45 billion
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $79.66 million on $1.36 billion of revenue for the
same period during the prior year.

The Company's balance sheet at April 30, 2012, showed $1.22
billion in total assets, $1.01 billion in total liabilities and
$202.13 million in stockholders' investment.


* One Exchange Appoints Ken Freda as Chief Operating Officer
-------------------------------------------------------------
One Exchange Street, Inc. disclosed that Ken Freda has been
selected as the company's Chief Operating Officer.

Freda will be responsible for all business processes related to
One Exchange Street's proprietary trading platform, cultivating
and managing the company's relationships with select claims and
noticing agents, as well as marketing the company to bankruptcy
practitioners, including, law firms and bankruptcy court
personnel.  Freda will be based in New York City and report
directly to Todd Zoha, Co-Founder and CEO of One Exchange Street.

Freda brings over 30 years of bankruptcy experience to the One
Exchange Street management team.  He was previously a Managing
Director with Executive Sounding Board Associates.  Prior to
joining Executive Sounding Board, Freda spent nine years as
Director of Bankruptcy Operations and Business Development at The
Garden City Group, a leading claims and noticing agent.  Prior to
Garden City Group, Freda spent over 12 years working for the U.S.
Bankruptcy Court for the Southern District of New York (Manhattan
and White Plains Divisions), and 10 years working for the Office
of the United States Trustee for the Southern District of New York
in its Manhattan office.

"Given Ken's unique background, his expert knowledge of the U.S.
Bankruptcy Code coupled with his extensive operational experience
and professional network, we quickly recognized that Ken was the
right person to join the One Exchange Street team as Chief
Operating Officer," says Zoha.

"I am thrilled to join the One Exchange Street team," said Freda.
"I look forward to building One Exchange Street's trading platform
into the premier platform for online trading in bankruptcy
claims," said Freda.

In response to member feedback, One Exchange Street has
significantly enhanced the functionality of its trading platform.
Buyers can now select the debtors they are interested in following
and receive an email notification if, and when, a claim is listed
for sale by those debtors.  Similarly, sellers can now decide to
receive an email notification if, and when, a bid is entered for
their claim in excess of a specified dollar amount.  The enhanced
functionality will provide members with the option to monitor
investment opportunities in real-time on One Exchange Street's
trading platform without the need to be logged in to the trading
platform.

                    About One Exchange Street

One Exchange Street, Inc. --http://www.oneexchangestreet.com/--
is a proprietary online trading platform for bankruptcy claims.
The company, headquartered in Columbus, Ohio, was co-founded by
Todd Zoha and Sean O'Riordan, both former AlixPartners
restructuring professionals.  The platform creates a liquid and
transparent online marketplace that provides price discovery and
real-time trade execution via standardized claim transfer
agreements to buyers and sellers of bankruptcy claims.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker         ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP    ACCO US     1,044.9      (68.3)     311.8
ADVANCED BIOMEDI    ABMT US         0.2       (1.9)      (1.5)
AK STEEL HLDG       AKS US      3,901.0     (360.6)     129.6
AMC NETWORKS-A      AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG     AXL US      2,441.2     (394.7)     169.7
AMERISTAR CASINO    ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA     ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE    ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC        AZO US      6,148.9   (1,416.8)    (623.1)
BOSTON PIZZA R-U    BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A    CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA    CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS     CKEC US       420.8       (1.9)     (26.1)
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY     CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS       CHH US        857.7      (11.2)     402.1
CIENA CORP          CIEN US     1,928.6      (41.1)     924.4
CINCINNATI BELL     CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO           CLX US      4,386.0     (106.0)    (689.0)
DEAN FOODS CO       DF US       5,758.6      (52.7)     296.0
DELTA AIR LI        DAL US     44,720.0   (1,135.0)  (6,236.0)
DENNY'S CORP        DENN US       336.2       (2.6)     (16.3)
DIRECTV-A           DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A      DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A      EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA      DPZ US        424.6   (1,369.1)      52.9
DUN & BRADSTREET    DNB US      1,903.8     (628.3)    (261.0)
E2OPEN INC          EOPN US        29.7      (34.5)     (32.5)
EDGEN GROUP INC     EDG US        555.6     (154.7)     267.4
FAIRPOINT COMMUN    FRP US      1,929.1     (149.8)      38.1
FIESTA RESTAURAN    FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC     FNP US        900.5     (175.5)     130.9
FREESCALE SEMICO    FSL US      3,499.0   (4,498.0)   1,374.0
GENCORP INC         GY US         874.0     (171.3)      47.3
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC    GRZ US         78.3      (25.8)      56.9
GOLD RESERVE INC    GRZ CN         78.3      (25.8)      56.9
GRAHAM PACKAGING    GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC    HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US      110.2     (101.6)    (113.8)
INCYTE CORP         INCY US       293.6     (248.9)     133.9
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU    JE CN       1,543.0     (527.2)    (481.0)
JUST ENERGY GROU    JE US       1,543.0     (527.2)    (481.0)
LIMITED BRANDS      LTD US      6,616.0     (131.0)   1,526.0
LIN TV CORP-CL A    TVL US        804.7      (75.7)      47.4
LORILLARD INC       LO US       2,576.0   (1,568.0)     881.0
MARRIOTT INTL-A     MAR US      6,007.0   (1,124.0)  (1,287.0)
MERITOR INC         MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA    MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN    MGI US      5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR    MHGC US       544.3      (97.8)      (8.6)
MPG OFFICE TRUST    MPG US      2,061.5     (827.9)       -
NATIONAL CINEMED    NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL       NAV US     11,384.0     (407.0)   1,658.0
NB MANUFACTURING    NBMF US         -         (0.0)      (0.0)
NEXSTAR BROADC-A    NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO    NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC       NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT    NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE      OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP         OMER US        21.1      (12.7)       1.0
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI    PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROOFPOINT INC      PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A    RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA     RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A        REV US      1,156.7     (679.6)     184.9
REXNORD CORP        RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A    SBGI US     1,771.2      (87.2)       3.9
TAUBMAN CENTERS     TCO US      3,096.1     (295.3)       -
TEMPUR-PEDIC INT    TPX US        865.5      (12.1)     258.9
THERAPEUTICS MD     TXMD US         1.5       (3.4)      (1.3)
THRESHOLD PHARMA    THLD US        89.7      (77.4)      72.8
UNISYS CORP         UIS US      2,397.9   (1,190.0)     463.1
VECTOR GROUP LTD    VGR US        886.1     (132.7)     145.6
VERISIGN INC        VRSN US     1,942.0      (59.2)     858.0
VERISK ANALYTI-A    VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS     WTW US      1,176.1   (1,856.8)  (1,057.9)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***