TCR_Public/120813.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 13, 2012, Vol. 16, No. 224

                            Headlines


122 FIRST PIZZA: South Brooklyn Pizza Chain Files for Bankruptcy
141 KANSAS: Case Summary & 4 Unsecured Creditors
1946 PROPERTY: Voluntary Chapter 11 Case Summary
38 STUDIOS: Rhode Island Gets Court OK to Seize Collateral
ALCO CORP: Court OK's Sale Carve-Out to Pay Adequate Protection

ALERE INC: Moody's Affirms 'B1' Corp Family Rating; Outlook Neg
ALLY FINANCIAL: Offering $600 Million of 4.625% Senior Notes
ALT HOTEL: Plan Confirmation Hearing Continued Until Oct. 29
AMBAC FINANCIAL: Widens Losses to $811.1-Mil. in 2nd Quarter
AMERICAN AIRLINES: Pilots Reject Contract Offer

AMERICAN AIRLINES: Judge to Rule on Contract by Aug. 15
AMERICAN AIRLINES: Reports July Revenue and Traffic Results
AMERICAN RAILCAR: Moody's Raises Default Probability Rating to B1
ATTACK ATHLETICS: Judge Rejects Chapter 11 Bankruptcy Case
AXION INTERNATIONAL: Michael Dodd Resigns from Board of Directors

B/E AEROSPACE: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable
BE AEROSPACE: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Stable
BLAST ENERGY: Jamie Tseng Discloses 15.5% Equity Stake
BRE PROPERTIES: Fitch Places Rating on Preferred Stock at 'BB+'
BROADVIEW NETWORKS: Rejects Icahn Offer; To Pursue Own Plan

CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $241MM Loss in Q2
CANO PETROLEUM: Tri-Flow Dismissal Has No Objection
CAPITOL BANCORP: Updated Case Summary & Creditors' Lists
CARE ONE: Case Summary & 9 Unsecured Creditors
CELL THERAPEUTICS: To Effect Reverse Stock Split of Common Stock

CERIDIAN CORP: S&P Keeps 'B-' Rating on Extended Term Loan B
CHIQUITA BRANDS: Moody's Affirms 'B2' CFR/PDR; Outlook Negative
CITY LOFT HOTEL: Court Won't Lift Disgorgement Order
CLEAR CHANNEL: Bank Debt Trades at 22.47% Off in Secondary Market
CLIFFS CLUB: Further Fine-Tunes Chapter 11 Plan

COMMERCETEL CORP: Inks Three-Year Contract With CFO
COMMUNITY TOWERS: Opposes Lender's Lift Stay Request
CONVERSION SERVICES: Chapter 7 Petition Filed
CORDILLERA GOLF: Club Members Seeking Chapter 11 Trustee
COSO GEOTHERMAL: Moody's Cuts Rating on Certificates to 'Caa1'

DELTA PETROLEUM: Inks Consulting Pacts with KN and Freedman
DELTATHREE INC: Six Directors Elected at Annual Meeting
DEWEY & LEBOEUF: Former Partners Want Ch. 11 Trustee or Examiner
DEWEY & LEBOEUF: Court Partly OKs Incentive/Retention Programs
DEWEY & LEBOEUF: Sweetens $90.4MM Retiree Settlement Deal

DEX MEDIA EAST: Bank Debt Trades at 46.29% Off in Secondary Market
DVORKIN HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
EASTMAN KODAK: No Quick Appeal on Apple Patent Dispute
ELLIPSO INC: Trial on Bid to Revoke Confirmation Order
EMPIRE LAND: CEO Objects to O'Melveny's $1.5MM Deal With Trustee

EMPIRE LAND: Execs' D&O Suit Against National Union Dismissed
ENERGY FUTURE: Moody's Cuts CFR to 'Caa3'; Outlook Remains Neg.
EPICEPT CORP: Reports $2.9 Million Net Income in 2nd Quarter
ESSENTIAL POWER: Moody's Maintains 'B2' Rating on $565MM Notes
FANNIE MAE: Reports $2.2 Billion Net Income in Second Quarter

FERGUSON FIBERS: Case Summary & 20 Largest Unsecured Creditors
FIRST PROPERTIES: Case Summary & 6 Unsecured Creditors
FTMI REAL ESTATE: Lenox on The Lake in Chapter 11
FTMI REAL ESTATE: Case Summary & 6 Unsecured Creditors
GB ENTERPRISES: Owners' Interest Transferred to Receiver

GENE CHARLES: Trust Files for Ch. 11 in West Virginia
GENE CHARLES: Case Summary & 20 Largest Unsecured Creditors
GLOBAL AVIATION: Court Approves Key Employee Retention Plan
GLOBAL INVESTMENT HOUSE: Kuwaiti Firm Unveils Debt-for-Equity Swap
GOSHEN GLOBAL: Case Summary & 4 Unsecured Creditors

GRATON ECONOMIC: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
GULFCOAST IRREVOCABLE: Files for Ch. 11 in Puerto Rico
GULFCOAST IRREVOCABLE: Case Summary & 9 Largest Unsec Creditors
HARPER BRUSH: Wants to Incur $1.2MM to Purchase Raw Materials
HARPER BRUSH: Amends List of Largest Unsecured Creditors

HAWKER BEECHCRAFT: Bank Debt Trades at 28.97% Off
HERCULES OFFSHORE: SEC Terminates Investigation, No Action Taken
HOTEL PRINCE CHARLES: Faces Liquidation for Inability to Pay Fees
HURSTBOURNE LANDINGS: Case Summary & Unsecured Creditor
IMMUCOR INC: Moody's Affirms 'B2' Corp. Family Rating

IMPERIAL INDUSTRIES: Incurs $732,000 Net Loss in Second Quarter
INFUSYSTEM HOLDINGS: Files Form 10-Q, Incurs $828,000 Loss in Q2
INTERFACE INC: Moody's Comments on Planned Bentley Divestiture
INTERNATIONAL ENVIRONMENTAL: Marshack OK'd as Trustee Counsel
INTERNATIONAL ENVIRONMENTAL: Dzida OK'd as Transaction Counsel

INT'L ENVIRONMENTAL: Stetina Brunda OK'd as Trademark Counsel
INTERSIL CORP: Moody's Cuts Liquidity Rating; Ba2 CFR Unchanged
IRVING, TX: S&P Withdraws 'B' Rating on Special Revenue Bonds
K-V PHARMACEUTICAL: Wins Access to $31-Mil. in Cash Collateral
K-V PHARMACEUTICAL: Court Approves "First Day" Motions

KINDER MORGAN: Fitch Affirms 'BB+' IDR; Outlook Stable
KNIGHT CAPITAL: Agrees to Appoint Three New Members to Board
LEE BRICK: Court Approves Compensation Package for Company Prez
LIGHTSQUARED INC: Falcone Blasts Investigation Into Creditors
LIGHTSQUARED INC: Lenders Attempt to Get Leverage, Harbinger Says

LODGENET INTERACTIVE: Files Form 10-Q, Incurs $103MM Loss in Q2
MAMMOTH LAKES: Plan Outline Hearing Continued Until Aug. 29
MAMMOTH LAKES: Judge Elizabeth Perris OK'd as Judicial Mediator
MAMMOTH LAKES: Amends List of Largest Unsecured Creditors
MARKET STREET: Hearing on Plan Outline Continued Until Aug. 16

MARTINI FITNESS: Case Summary & 17 Largest Unsecured Creditors
MEDFORD VILLAGE: Case Summary & 5 Unsecured Creditors
MF GLOBAL: No Ruling Yet on $175 Million CME Settlement
MF GLOBAL: Corzine to Face Employee's Stock Suit in Federal Court
MICHAEL MURPHY: Owner of Ben Moore's Restaurant in Chapter 13

MIJA TORTILLA: Case Summary & 20 Largest Unsecured Creditors
MOMENTIVE PERFORMANCE, Files Form 10-Q; Incurs $88MM Loss in Q2
MOMENTIVE SPECIALTY: Files Form 10-Q, Posts $28MM Income in Q2
MORGANS HOTEL: Pays $15 Million to Tenants at Mandalay Bay
MSR RESORT: Seeks Clarity on Damages for Cancelled Contracts

MUNDY RANCH: Files for Chapter 11 in New Mexico
MUNDY RANCH: Case Summary & 16 Largest Unsecured Creditors
NAVISTAR INTERNATIONAL: To Reduce Workforce to Save Costs
NEW YORK TIMES: About.com Sale Won't Affect Moody's 'B1' CFR
NEXSTAR BROADCASTING: Files Form 10-Q, Posts $8.8MM Income in Q2

NII HOLDINGS: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
NORTEL NETWORKS: Incurs $131 Million Loss in Second Qtr 2012
NORTHCORE TECHNOLOGIES: To Release 2nd Quarter Results on Aug. 14
NUANCE COMMUNICATIONS: S&P Keeps 'BB-' Rating on $700M Sr. Notes
OCALA FUNDING: Allows BofA to Continue Suit Against FDIC

OLIN CORPORATION: Moody's Assigns 'Ba1' Rating on $175MM Notes
OLIN CORPORATION: S&P Rates $175MM Unsecured Notes 'BB-'
OPPIO-CAPURRO PROPERTIES: Case Summary & Creditors List
PACESETTER FABRICS: Has Access to Cash Collateral Until Sept. 14
PASSIONATE PET: Files Petition for Ch. 7 Liquidation

PATRIOT COAL: Davis Polk Approved as Bankruptcy Counsel
PATRIOT COAL: Authorized to Pay $25MM Critical Vendors Claim
PATRIOT COAL: MSHA Lifts Imminent Danger Order at Eagle Mine
PATRIOT COAL: Insurers Want Case Moved to West Virginia
PEREGRINE FINANCIAL: Liquidation of Wasendorf's Assets Begins

PEREGRINE FINANCIAL: Receiver Wins Bid to Cash in Life Insurance
PEREGRINE FINANCIAL: Trustee Wins OK to Subpoena JPMorgan, Others
PINNACLE AIRLINES: Delays Q2 Form 10-Q Due to Bankruptcy Filing
PONCE DE LEON: Cash Collateral Access Approved Until Sept. 25
PROSEP INC: Unit in Breach of Covenant With DnB Bank

PULTEGROUP INC: S&P Affirms 'BB-' Corporate Credit Rating
QUIGLEY CO: U.S. Trustee Objects to Newest Chapter 11 Plan
RG STEEL: Gets Court Approval for $22 Million Asset Sale
RUSSELL COOK: Owner of Lot Approved for Racetrack in Bankruptcy
SABRE INDUSTRIES: Moody's Assigns 'B2' Corp. Family Rating

SANMINA-SCI CORP: Moody's Cuts Sr. Unsec. Note Rating to 'B2'
SANUWAVE HEALTH: Incurs $1.4 Million Net Loss in Second Quarter
SELECT MEDICAL: Moody's Cuts Sr. Secured Debt Rating to 'Ba3'
SELECT MEDICAL: S&P Cuts Senior Secured Debt Rating to 'BB-'
SENTINEL MANAGEMENT: BNY Mellon Beats Trustee in $550MM Appeal

SERVICEMASTER CO: S&P Rates $1BB Tranche B Term Loan 'B+'
SINCLAIR BROADCAST: Files Form 10-Q, Posts $30MM Income in Q2
SIONIX CORP: Messrs. Calligar and Brogan Named to Board
SOLYNDRA LLC: President Told Loan Was Solid Before Bankruptcy
SOUTH EDGE: Meritage Fails to Overturn Trustee's Confirmed Plan

SPEEDEMISSIONS INC: Richard Molinsky Discloses 1.4% Equity Stake
SPRINT NEXTEL: Keith Cowan Quits as Head of Strategic Planning
SPRINT NEXTEL: Fitch Rates 2-Tranche Unsecured Notes Offering 'B+'
SPRINT NEXTEL: Moody's Confirms 'B1' CFR; Rates New Notes 'B3'
SPRINT NEXTEL: S&P Rates $2.25-Bil. Sr. Unsecured Revolver 'BB-'

STACKPOLE POWERTRAIN: Moody's Withdraws 'B1' Sr. Secured Ratings
STOCKTON, CA: Faulted for Not Negotiating with Calpers
STONEYS NORTH: Case Summary & 20 Largest Unsecured Creditors
STOP N SHOP: Case Summary & 20 Largest Unsecured Creditors
STRATEGIC AMERICAN: Acquires Interest in African Concession

TAYLOR BEAN: Judge Lets BofA Seek $1.75-Bil. Repayment in Losses
THERATECHNOLOGIES INC: Gets Minimum Bid Price Notification
TRAVELPORT HOLDINGS: Incurs $20-Mil. Net Loss in Second Quarter
TRI-CHEK SEEDS: Case Summary & 20 Largest Unsecured Creditors
TRI-VALLEY CORPORATION: Case Summary & Creditors List

TRIBUNE CO: Bank Debt Trades at 26.12% Off in Secondary Market
TRIBUNE CO: Bankruptcy Appeal Could Cause $1.5 Billion Damage
TRONOX INC: Healthy at Time of IPO, Kerr-McGee Witness Says
TRONOX INC: Settlement Unlikely in Enviro Suit, Anadarko Says
TRONOX INC: Was Solvent at Spinoff, Kerr-McGee Expert Says

TXU CORP: Bank Debt Trades at 31.12% Off in Secondary Market
U.S. FIDELIS: Robert Schulz Objects to Settlement Plan
U.S. POSTAL SERVICE: Incurs $5.2 Billion Loss in Third Quarter
UNIVERSAL FIDELITY: A.M. Best Affirms 'B' Finc'l. Strength Rating
UNIVERSITY GENERAL: Delays Form 10-Q for Second Quarter

UNIVERSITY WOODS: Case Summary & 4 Unsecured Creditors
WARNER CHILCOTT: S&P Affirms 'BB' Corporate Credit Rating
WAVEDIVISION HOLDINGS: Moody's Affirms 'B2' CFR; Outlook Stable
WEST VIRGINIA LASER: Case Summary & 20 Largest Unsec. Creditors
WILTON BRANDS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable

WISP RESORT: Has Until September 10 to File Chapter 11 Plan
WOONSOCKET: To Keep School Open, Receivership Still Looms
ZOGENIX INC: Incurs $17.2 Million Net Loss in Second Quarter

* Moody's Says Public Finance Downgrades Hit Record High in 2Q
* Moody's: Default Rate Contracts in July, to Rise by Year's End

* Courts Can't Cut Chapter 7 Trustees' Commissions

* CFTC Member Floats Insurance Fund for Futures Co. Failures
* Financier Accuses Ex-Atty of $296MM Double Cross at Trial

* Andrew D. Shaffer Joins Butzel Long in NY Office
* Cohen & Grigsby Taps Davies as Vice Chair of Florida Bar Panel
* Hughes Watters Hires M. Weems for Default Servicing Practice
* Thompson Hine Expands NY Commercial & Public Finance Practice

* BOND PRICING -- For Week From Aug. 6 to 10, 2012

                            *********

122 FIRST PIZZA: South Brooklyn Pizza Chain Files for Bankruptcy
----------------------------------------------------------------
Adrianne Pasquarelli, writing for Crain's New York Business
reports the Manhattan-based company behind the South Brooklyn
Pizza chain has filed for Chapter 11 bankruptcy protection.

According to Crain's, the firm, which operates as 122 First Pizza
Inc. and is also known as 137 Beach Corp., is owned by real estate
developer and pizza restaurateur James McGown.

Mr. McGown listed between $1 million and $10 million in both
assets and debts, according to the report.  South Brooklyn has two
locations in Manhattan, and one in Carroll Gardens where it is
part of the 138-year-old P.J. Hanley's Tavern Irish bar.

The company's Manhattan location, at 122 First Ave., between
Seventh and Eighth streets, was still in operation as of Friday
morning.

Crain's notes Mr. McGown also reportedly owns the recently opened
Buschenschank pub, also in Carroll Gardens, and is president of
East River Mortgage Corp., whose own separate Chapter 11
bankruptcy petition is pending.

Jonathan Pasternak, Esq., of Harrison, N.Y.-based Rattet
Pasternak, represents Mr. McGown.

According to Crain's, an affidavit accompanying the most recent
petition indicated that the bankruptcy "was precipitated by
landlord-tenant issues with the landlord, over-landlord and fee
owner of 122 First Avenue."  In 2009, Mr. McGown signed a sublease
for the First Avenue property, and invested $400,000 in the
store's renovation, but the property has changed hands several
times since.  Mr. McGown now "has no idea who to pay money to" for
the deal, the affidavit says. The retail space, under a 10-year
lease, is approximately 1,400 square feet, CoStar Group Inc.
indicates.

According to the report, Mr. McGown under 137 Beach Corp. operates
a real estate business that purchases properties in foreclosure,
renovates them and rents them. He currently owns a total of 17
properties, including 13 in the Bronx and Brooklyn.


141 KANSAS: Case Summary & 4 Unsecured Creditors
------------------------------------------------
Debtor: 141 Kansas Street Partners, LLC
        815 Colorado Boulevard, Suite 200
        Los Angeles, CA 90041

Bankruptcy Case No.: 12-37078

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Andrew R. Cahill, Esq.
                  LESNICK PRINCE & PAPPAS LLP
                  185 Pier Avenue, Suite 103
                  Santa Monica, CA 90405
                  Tel: (213) 493-6584
                  Fax: (310) 396-0963
                  E-mail: acahill@lesnickprince.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 four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-37078.pdf

The petition was signed by Scott F. Gaudineer, restructuring
officer.


1946 PROPERTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 1946 Property, LLC
        1946 Northeast Loop 410
        San Antonio, TX 78217

Bankruptcy Case No.: 12-52489

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

About the Debtor: The Debtor, a Single Asset Real Estate as
                  defined in 11 U.S.C. Sec. 101(51B), owns
                  property in 1946 Northeast Loop 410, in San
                  Antonio.

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Road, Suite 200
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  E-mail: vdriver@coffindriverlaw.com

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

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

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

The petition was signed by Edward Reese, manager.


38 STUDIOS: Rhode Island Gets Court OK to Seize Collateral
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Mary F. Walrath gave permission for a Rhode Island agency to
seize and sell collateral backing its $75 million loan to bankrupt
38 Studios LLC, averting the agency's fear that the assets might
be inadvertently destroyed.

Bankruptcy Law360 relates that Judge Walrath granted a motion of
the Rhode Island Economic Development Corp. for relief from
court's automatic stay, allowing the state agency to preserve the
assets -- mostly intellectual property stored on leased computers.

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


ALCO CORP: Court OK's Sale Carve-Out to Pay Adequate Protection
---------------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico approved a stipulation between Alco
Corporation and MAPFRE PRAICO Insurance Company for the use of
MAPFRE's cash collateral subject to security interest and for
permanent adequate protection to MARFRE.

The Debtor agreed that, in connection to MAFRE's proofs of claim,
the Debtor will carve out the amount of $200,000, from the
proceeds of sale for the Debtor's asphalt plant located in
Hatillo, Puerto Rico, to BTB Corporation and deposit the same with
the Clerk of Court once the sale is approved by the Court and
consummated.

On July 23, 2012, according to the Debtor's case docket, the Court
has approved the sale of the Hatillo Asphalt Plant for $400,000,
and the carve-out.

The deposit constitutes as adequate protection to MAPFRE.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/ALCO_cashcoll_stipulation.pdf

In a June 29 order, the Court authorized the Debtor's use of
MAPFRE's cash collateral.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALERE INC: Moody's Affirms 'B1' Corp Family Rating; Outlook Neg
---------------------------------------------------------------
Moody's Investors Service changed Alere, Inc.'s rating outlook to
negative from stable. At the same time, all ratings, including the
B1 Corporate Family and Probability of Default Ratings, were
affirmed.

The negative rating outlook reflects Moody's expectation that,
because of continued aggressive financial policies and the recent
product recalls, the company may not be able to sustainably reduce
adjusted debt to EBITDA to below 5.5 times on a Moody's adjusted
basis. For the twelve months ended June 30, 2012, Moody's
estimates pro forma financial leverage of 5.8 times, which
includes the earnings from acquisitions completed over the last
twelve months.

The following ratings were affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1

$250 million senior secured revolver expiring 2016 at Ba3 (LGD 3,
32%)

$917 million senior secured term loan A due 2016 at Ba3 (LGD 3,
32%)

$923 million senior secured term loan B due 2017 at Ba3 (LGD 3,
32%)

$250 million senior secured term loan B-1 due 2017 at Ba3 (LGD 3,
32%)

$200 million senior secured term loan B-2 due 2017 at Ba3 (LGD 3,
32%)

$250 million senior unsecured notes due 2016 at B2 (LGD 5, 76%)

$400 million senior subordinated notes due 2018 at B3 (LGD 5, 88%)

$400 million senior subordinated notes due 2016 at B3 (LGD 5, 88%)

Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale

Alere's B1 rating is constrained by its high financial leverage in
the context of an acquisitive growth strategy alongside share
repurchases, ongoing reimbursement pressures on healthcare
providers and technological risk inherent in the highly
competitive medical diagnostics industry. In addition to the
potential near-term impact to earnings related to recent FDA-
imposed recalls, EBITDA has been constrained by ongoing headwinds
in Europe and operating challenges within the Health Management
business which have included the loss of a number of accounts and
declining profitability. The ratings are supported by the
company's strong competitive position within the point-of-care
diagnostic tools market, as well as its solid cash flow
generation. In addition, the ratings are supported by the
company's diverse product offering, and a track record of
technological innovation, which positions the company well to
serve hospitals and other healthcare providers.

A downgrade could occur if Moody's exects that leverage will be
sustained above 5.5 times on a Moody's adjusted basis, or if free
cash flow to adjusted debt is expected to remain below 5% for a
sustained period. Use of incremental debt for future acquisitions,
lower than expected EBITDA, or increased share repurchases which
cause the company's credit metrics or liquidity to weaken could
result in a downgrade.

Given the company's increased leverage levels and acquisitive
strategy, an upgrade is unlikely over the near term. However,
Moody's would consider an upgrade if the pace of acquisitions
slows considerably from past levels and the company's adjusted
debt to EBITDA declines below 4.0 times and free cash flow to debt
is above 10% on a sustained basis.

The principal methodology used in rating Alere Inc. was the Global
Medical Products & Device Industry Methodology published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Alere, Inc., headquartered in Waltham, Massachusetts, operates in
health management, and professional and consumer diagnostics. The
health management business includes disease management, maternity
management, and wellness. Diagnostic products focus on infectious
disease, cardiology, oncology, drugs of abuse and women's health.
For the twelve months ended June 30, 2012, the company generated
net revenues of approximately $2.6 billion.


ALLY FINANCIAL: Offering $600 Million of 4.625% Senior Notes
------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to its offering of
an aggregate of $600,000,000 4.625% senior guaranteed notes due
2015 guaranteed by certain of its subsidiaries.  The maturity date
of the Notes will be on June 26, 2015.

Joint Book-Running Managers of the offering are Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC, and RBC Capital Markets, LLC.

The co-managers are:

          Credit Suisse Securities (USA) LLC
          Lloyds Securities Inc.
          RBS Securities Inc.
          Scotia Capital (USA) Inc.
          SG Americas Securities, LLC
          CastleOak Securities, L.P.
          C.L. King & Associates, Inc.
          MFR Securities, Inc.

A copy of the FWP is available for free at http://is.gd/kghppX

                     About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at June 30, 2012, showed $178.56
billion in total assets, $160.19 billion in total liabilities and
$18.36 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


ALT HOTEL: Plan Confirmation Hearing Continued Until Oct. 29
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
continued until Oct. 29 to Nov. 2, 2012, at 1:30 p.m., the
hearings to consider ALT Hotel, LLC's First Amended Plan of
Reorganization dated July 9, 2012.

Under the Plan, secured lender DiamondRock Allerton Owner, LLC
will retain its security interests in the property of the Debtor,
and the new principal balance will be hiked to $66.8 million (to
include the DIP loan) and will bear interest of 4.86%, which
interest will be payable for a period of 60 months.
On the effective date of the Plan, the guaranty litigation
commenced by DiamondRock will be dismissed without prejudice.

Each holder of an allowed general unsecured claim will receive 50%
of the amount of the claim on the Effective Date and 50% of the
balance of the holder's Claim, together with interest computed at
the rate of 5% per annum, 180 days after the Effective Date.

Hotel Allerton Mezz, LLC, the sole holder of an interest in the
Debtor, will have its deficiency claim accrue interest at the rate
of 7% per annum commencing upon the Effective Date.  It will
receive a payment equal to the amount of excess cash flow, if any,
which will be applied first to accrued and unpaid interest and
second to principal, until the allowed deficiency claim, together
with all interest that has accrued thereon, has been paid in full.

Hotel Allerton's equity interests in the Debtor is unimpaired.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/ALT_HOTEL_plan_1amended.pdf

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMBAC FINANCIAL: Widens Losses to $811.1-Mil. in 2nd Quarter
------------------------------------------------------------
Ambac Financial Group, Inc., reported a second quarter 2012 net
loss of $811.1 million, or a net loss of $2.68 per share.  This
compares to a second quarter 2011 net loss of $102.4 million, or a
net loss of $0.34 per share.  Relative to second quarter 2011,
second quarter 2012 results were primarily driven by higher net
loss and loss expenses, a net loss relating to the extinguishment
of Ambac Assurance surplus notes, and higher derivative product
losses, partially offset by higher net realized investment gains.

Second Quarter 2012 Summary

Relative to the second quarter of 2011,

-- Net premiums earned increased $3.8 million to $103.0 million

-- Net investment income declined $1.8 million to $93.8 million

-- Net realized investment gains (losses) increased $69.6 million
   to a gain of $67.1 million

-- Net realized gains (losses) on the extinguishment of debt
   declined $180.9 million to a loss of $177.7 million

-- Derivative product losses increased $58.5 million to $124.1
   million

-- Financial guarantee net loss and loss expenses increased $545.0
   million to $741.4 million

As of June 30, 2012, unrestricted cash, short-term securities and
bonds at Ambac, the holding company, totaled $33.9 million, a
decline of $0.1 million from March 31, 2012.

                         Net Premiums Earned

Net premiums earned for the second quarter of 2012 were $103.0
million, up 4% from $99.3 million earned in the second quarter of
2011. Net premiums earned include accelerated premiums, resulting
from refundings, calls, and other policy accelerations recognized
during the quarter.  Accelerated premiums were $35.9 million in
the second quarter of 2012, up 217% from $11.3 million in the
second quarter of 2011.

The increase in accelerated premiums was primarily driven by an
increase in the overall volume of calls of Ambac insured debt
within the public finance market due to low interest rates.
Normal net premiums earned, which exclude accelerated premiums,
were $67.1 million in the second quarter of 2012, down 24% from
$88.0 million in the second quarter of 2011.

The decline in normal net premiums earned was primarily due to the
continued run-off of the insured portfolio as a result of
transaction terminations, refundings, and scheduled maturities.

                       Net Investment Income

For the combined financial guarantee, financial services, and
corporate investment portfolios, net investment income for the
second quarter of 2012 was $93.8 million, a decrease of 2% from
$95.6 million earned in the second quarter of 2011.  Financial
Guarantee net investment income rose 2% from $88.0 million to
$90.0 million, benefitting from a higher average invested asset
base and higher yielding assets in the portfolio for the three
months ended June 30, 2012.

Compared to the second quarter of 2011, the 2012 Financial
Guarantee invested asset base has benefited from the reinvestment
of interest and principal receipts, and premiums collected, as
well as the impact of the moratorium on segregated account claims
payments, partially offset by payments made to commute certain
financial guarantee exposures and to repurchase surplus notes.

Higher average yields on the portfolio resulted from the ongoing
shift in the portfolio mix away from tax-exempt municipals toward
taxable securities, including Ambac-insured securities.  Financial
Services investment income for the three months ended June 30,
2012 was $3.8 million, a decline of 50% from $7.6 million for the
second quarter of 2011.  The decline in Financial Services
investment income was driven primarily by the effects of a smaller
portfolio of investments as Ambac's investment agreement
obligations continue to run off.

               Net Realized Investment Gains (Losses)

Net realized investment gains for the second quarter of 2012 were
$67.1 million, an increase of $69.6 million over net realized
investment losses of $2.5 million during the second quarter of
2011. The realized investment gains in the second quarter of 2012
were largely the result of portfolio repositioning and relative
value trades executed in response to market conditions.

       Net Realized Gains (Losses) on Extinguishment of Debt

Net realized losses on the extinguishment of debt were $177.7
million for the second quarter of 2012 as compared to gains of
$3.1 million during the second quarter of 2011.  During June 2012,
Ambac Assurance exercised options to repurchase surplus notes
having an aggregate par value of $789.2 million for a cash payment
of $188.4 million.  Certain of these options were free-standing
derivatives for accounting purposes and were carried at fair value
as assets on the Company's balance sheet.  The $177.7 million net
realized loss on extinguishment of debt represents the difference
between the consideration paid and the net carrying value of the
stand-alone derivative assets and the repurchased surplus notes
and accrued interest liabilities. The remaining options to acquire
surplus notes have expired.

                            Other Income

Other income for the three months ended June 30, 2012 was $36.1
million, as compared to $9.2 million for the three months ending
June 30, 2011.  The increase was primarily driven by mark-to-
market gains of $39.0 million relating to Ambac's option to call
certain bank surplus notes that were free-standing derivatives for
accounting purposes, as discussed above.

As these options were exercised in June 2012, only changes in fair
value of these options through the date of exercise are included
in other income.

                        Derivative Products

For the second quarter of 2012, the derivatives product business
produced a net loss of $124.1 million compared to net loss of
$65.6 million for the second quarter of 2011.  The derivative
products portfolio has been positioned to record gains in a rising
interest rate environment in order to provide a hedge against the
impact of rising rates on certain exposures within the financial
guarantee insurance portfolio.  As a result of declining interest
rates, mark-to-market movements on these hedges contributed losses
of $96.8 million during the second quarter of 2012, compared to
losses of $63.2 million during the second quarter of 2011.
Additionally, customer related swaps contributed $27.3 million of
losses in the second quarter of 2012 versus $2.4 million of losses
for the second quarter of 2011.

These losses primarily resulted from adverse changes in interest
rates, projected inflation rates and foreign exchange rates, which
influence the fair value of certain customer swaps, net of the
impact of changes to Ambac's own credit risk.  The results include
positive valuation adjustments pertaining to Ambac's own credit
risk of $28.9 million for the second quarter of 2012 and $4.6
million for the second quarter of 2011.

                 Financial Guarantee Loss Reserves

Loss and loss expenses for the second quarter of 2012 was $741.4
million as compared to $196.4 million for the second quarter of
2011.  The net loss for the three months ended June 30, 2012, was
driven by higher estimated losses in the first-lien and second-
lien RMBS portfolio, as well as on certain structured insurance,
asset backed and municipal credits.

Loss and loss expenses paid, including commutations, net of
recoveries from all policies, amounted to a net recovery of $18.4
million during the second quarter of 2012 versus a $23.4 million
net recovery for the same period in 2011.  The amount of actual
claims paid during each period was impacted by the payment
moratorium imposed on March 24, 2010, by the court overseeing the
rehabilitation of the Segregated Account.  Claims presented to
Ambac Assurance and unpaid during the second quarter of 2012
amounted to $491.2 million versus $345.0 million during the same
period in 2011.  Since the establishment of the Segregated Account
in March 2010, a total of $3,653.6 million of claims have been
presented and remain unpaid.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) for all RMBS insurance exposures as of June 30, 2012,
were $4,769.8 million, including claims on RMBS exposures that
have been presented since March 24, 2010, and unpaid as a result
of the claims moratorium.  RMBS reserves as of June 30, 2012, are
net of $2,770.2 million of estimated representation and warranty
breach remediation recoveries.  The estimate of remediation
recoveries related to material representation and warranty
breaches is up 4% from $2,655.4 million reported as of March 31,
2012.  Ambac has initiated and will continue to initiate lawsuits
and other methods to achieve compliance with the repurchase
obligations in the securitization documents with respect to
sponsors who disregard their obligations to repurchase loans.

                              Expenses

Underwriting and operating expenses rose in the second quarter of
2012 to $33.6 million from $15.5 million during the second quarter
of 2011.  The increase in underwriting and operating expenses is
primarily related to higher compensation, premises, premium taxes
and legal fees.  The increase in premises related expense is
attributable to the benefit realized in the second quarter of 2011
from the termination and settlement of the Company's lease on its
headquarters.  The increase in compensation expense is due to
stock compensation forfeitures in the second quarter of 2011.

Interest expense for the combined Financial Guarantee and
Financial Services sectors was largely unchanged during the
period.

                     Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items in three months ended June 30, 2012 were $0.8
million, down from $6.5 million for the three months ended June
30, 2011, primarily due to lower professional fees incurred
following the confirmation of the bankruptcy plan of
reorganization.

                    Balance Sheet and Liquidity

Total assets declined during the second quarter of 2012 to $26.6
billion from $27.4 billion at March 31, 2012.  The decrease in
total assets was primarily due to declines in the consolidated
non-VIE investment portfolio to $6.7 billion from $6.9 billion,
VIE assets to $16.6 billion from $16.9 billion, insurance premium
receivables to $1.8 billion from $1.9 billion, and derivative
assets to $133 million from $273 million.

During the second quarter of 2012, the fair value of the financial
guarantee non-VIE investment portfolio fell by $80.6 million to
$6.1 billion (amortized cost of $5.6 billion) as of June 30, 2012.
The portfolio consists primarily of high quality municipal and
corporate bonds, asset backed securities, U.S. Treasuries, Agency
RMBS, as well as non-agency RMBS, including Ambac Assurance
guaranteed RMBS.  The fair value of the financial services
investment portfolio declined $176.6 million to $587.1 million
during the second quarter.

Liabilities subject to compromise totaled approximately $1.7
billion at June 30, 2012.  The amount of liabilities subject to
compromise represents Ambac's estimate at June 30, 2012, of known
or potential pre-petition claims to be addressed in connection
with the Chapter 11 reorganization.

           Overview of Ambac Assurance Statutory Results

As of June 30, 2012, Ambac Assurance reported policyholder surplus
of $100.0 million, down from $232.9 million as of March 31, 2012.

The Segregated Account reported statutory policyholder surplus of
$(333.2) million as of June 30, 2012, down from $105.1 million as
of March 31, 2012.

The decline in Ambac Assurance's policyholder surplus was due to
contributions to contingency reserves of $233.2 million as a
result of adverse development of non-defaulted policies that
remain in the general account of Ambac Assurance; insurance losses
of $222.2 million; net intercompany loan impairments of $131.0
million, primarily from the interest rate swap business; and (iv)
the extinguishment of $789.2 million of surplus notes for a cash
payment of $188.4 million.  These declines were partially offset
by (a) net investment income, (b) earned premiums, and (c) a
$463.3 million reduction in the liabilities assumed by Ambac
Assurance from the Segregated Account for losses on policies
allocated to the Segregated Account.

The reduction of these liabilities is pursuant to a prescribed
accounting practice issued by the Wisconsin Office of the
Commissioner of Insurance, which maintains Ambac Assurance's
policyholder surplus at a minimum level of $100 million.

Ambac Assurance's claims-paying resources amounted to
approximately $6.2 billion as of June 30, 2012, down $215.5
million from $6.4 billion at March 31, 2012. This excludes Ambac
Assurance UK Limited's claims-paying resources of approximately
$1.1 billion.  The decrease in claims paying resources was
primarily attributable to the repurchase of surplus notes and a
lower present value of future installment premiums as of June 30,
2012.
                       About Ambac Financial

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

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

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

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

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

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

Attorneys at Dewey & LeBoeuf LLP, previously served as the
Debtor's bankruptcy counsel.  The Debtor later tapped Hogan
Lovells US LLP as its bankruptcy counsel nunc pro tunc to April
17, 2012 after partners Peter Ivanick and Allison Weiss moved from
Dewey to Hogan Lovells.

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

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

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

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


AMERICAN AIRLINES: Pilots Reject Contract Offer
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that pilots from AMR Corp.'s American Airlines turned down
the company's contract offer, with 61% voting no.  Rejection by
the pilots means the bankruptcy judge may be called upon to decide
if AMR is entitled to modify the existing collective-bargaining
agreement.  Mechanics approved their contract.  Flight attendants
are still voting on theirs.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Judge to Rule on Contract by Aug. 15
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the vote by pilots at AMR Corp.'s American Airlines
rejecting the contract offer means the bankruptcy judge in New
York will rule by Aug. 15 on whether the company can modify the
existing union contract.

According to the report, the Company and the union already
completed the trial on the question of whether AMR met the
standards required for modifying a union contract.  The judge held
up filing a decision when union leaders sent the company's offer
to the pilots for what turned out to be an unsuccessful
ratification vote.

The Bloomberg report discloses the bankruptcy judge will hold up
issuing a decision on modification of the flight attendants'
contract while the cabin staff votes on their offer.  The head of
the pilots' union resigned one day after the membership voted down
the agreement he helped negotiate.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Reports July Revenue and Traffic Results
-----------------------------------------------------------
AMR Corporation reported July 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly-owned subsidiary, AMR Eagle Holding
Corporation.

July's consolidated passenger revenue per available seat mile
increased an estimated 4.7 percent versus the same period last
year, driven by stronger yield and solid demand in domestic and
international markets.

Consolidated capacity and traffic were both lower by 2.2 percent
year-over-year, resulting in a July consolidated load factor of
87.0 percent, which is comparable to the same period last year.

International load factor increased 0.5 points to 87.1 percent, as
capacity and traffic were 1.9 and 1.4 percent lower year-over-year
respectively.  The Pacific entity recorded a load factor of 86.6
percent, leading the international entities with a 5.1 point load
factor increase.

Domestic traffic was 2.9 percent lower on 2.6 percent less
capacity, resulting in a domestic load factor of 88.2 percent, 0.3
points lower than the same period last year.

On a consolidated basis, the Company boarded 9.9 million
passengers in July.

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

       http://bankrupt.com/misc/amrjuly2012traffic8k.pdf

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN RAILCAR: Moody's Raises Default Probability Rating to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of American
Railcar Industries, Inc. ("ARI"), Probability of Default Rating
("PDR") to B1 from B3, and Corporate Family Rating ("CFR") to B2
from Caa1. The ratings outlook is stable. The company's
Speculative Grade Liquidity Rating has been changed to SGL-3 from
SGL-2.

Ratings Rationale

The ratings upgrade for ARI reflects the continuing growth in
backlog levels at the company's core railcar manufacturing
segment, as new railcar demand has rebounded from trough levels in
2009. The strong backlog position should provide opportunities for
revenue growth and higher margins with strong operating cash flow
that ensues. With modest debt levels, credit metrics have
rebounded to levels that are quite strong for the rating. However,
the continuing cyclical nature of the railcar industry along with
the reduction in liquidity that results from a planned notes
redemption, at a time when the company is undertaking substantial
investment in its lease fleet, serves as a constraint on the
ratings. The ratings also take into account the potential benefits
to be provided by the company's new railcar leasing business,
which Moody's believes could add a degree of stability to
operating results over the long run, balanced against risks
inherent in the start-up of this business segment by ARI.

Increased North American railcar demand is driving significant
increases in the backlogs for ARI as well as the industry at
large. This is especially the case for higher-value tank cars and
hopper cars that ARI offers. ARI's backlog of railcars for direct
sale to third party customers increased by approximately 20% in
only six months, from December 2011 to June 2012. In addition, the
market value of this backlog has increased by approximately 55%,
reflecting the positive product mix that further strengthens
revenue visibility. ARI's backlog of railcars for direct sale of
almost $620 million as of June 2012 is approximately equal to the
manufacturing segment's LTM revenue, with strong demand
fundamentals expected to continue into 2013 driven by demand for
railcars to support shale oil projects. Operating margins, which
had only turned consistently positive one year ago, are now in
excess of 15%. ARI's credit metrics have improved substantially as
a result. Debt to EBITDA as of June 2012 was under 3 times
compared to 11 times at June 2011, EBIT to Interest was almost 4
times (0.1 times at June 2011), and Retained Cash Flow to Debt was
approximately 30% (10% at June 2011). These metrics are quite
strong for the current rating, and will further improve with the
announced redemption of $100 million of senior notes from cash on
hand planned for September 2012. However, Moody's believes that
growth of the company's railcar lease fleet will require new debt
financing either on an unsecured or a secured basis. Nonetheless,
Moody's expects that ARI will be able to sustain credit metrics at
current levels over the near term despite future use of leverage.

The ratings consider risks and benefits associated with the
company's planned development of a railcar leasing business. Until
recently, and unlike many other railcar manufacturers, ARI has not
had a captive leasing business. Starting in 2011, the company
began to build a modest railcar lease fleet through the sale of
company-manufactured equipment to its leasing segment. As of June
2012, the company had over 1,800 railcars in its leasing
portfolio, while approximately 1,620 railcars in ARI's
manufacturing backlog represent sales to its leasing segment for
confirmed new leasing business. This results in substantial near
term investments in its fleet, and free cash flow is expected to
be negative over that time.

ARI's senior unsecured notes due 2014, at B3, are rated one notch
below the corporate family rating. The company has recently
announced its plan to redeem a substantial portion of these notes
- $100 million of the $275 million outstanding -- on September 4,
2012. To the extent that the company may use secured debt in the
future to fund fleet growth, this would suggest a lower recovery
to holders of the senior unsecured notes under Moody's Loss Given
Default ("LGD") methodology.

Moody's estimates ARI's liquidity position as adequate, which is
reflected in the SGL-3 liquidity rating. Although the company
reported a sizeable cash balance as of June 2012 ($250 million),
ARI's planned redemption of $100 million of senior notes will
substantially reduce cash reserves. Moreover, as the company
engages in increasing levels of investment in its lease fleet,
Moody's expects that ARI's free cash flow will be substantially
negative during this growth phase of the business cycle,
suggesting further reduction in cash balances, and necessitating
the use of additional debt to fund fleet growth through 2013. The
company currently has no liquidity facility in place to
temporarily cover funding for fleet investments, which would be
needed if secured funding were not available for any period over
the near term.

The stable ratings outlook reflects expectations that the company
will be able to sustain operating margins of at least 12%
quarterly through 2013, while backlog and sales of railcars to
external customers continue to grow in the current strong demand
environment. With cash balances reduced as a result of the
redemption of a large portion of senior notes, it is likely that
the company will need to increase borrowings to fund near term
investment in its leasing fleet. However, Moody's believes that
the company's leverage and other credit metrics will remain strong
relative to the rating during the growth phase of the railcar
manufacturing cycle.

The ratings or their outlook could be raised if the company
sustains railcar delivery levels in excess of 6,000 annually, with
operating margins exceeding 15% on a growing revenue base and no
significant deterioration in credit metrics. ARI would need to
sustain a strong liquidity profile, whereby a modest amount of
incremental debt can be raised to finance investments in its lease
fleet to while maintaining cash balances in excess of $50 million.

The ratings could be lowered if accelerated investment in the
leasing fleet were to further constrain the company's liquidity
profile. This would be particularly concerning if a large portion
of lease fleet deliveries were taken on speculation, rather than
against firm lease commitments. An unexpected deterioration in
railcar demand that would result in a declining trend in railcar
deliveries, possibly resulting in a tightening in operating
margins, would also warrant lower rating consideration.
Deterioration in Debt to EBITDA in excess of 4.0 times, EBIT to
Interest of less than 2 times, or retained cash flow to debt of
less than 15% could result in negative ratings pressure.

Upgrades:

  Issuer: American Railcar Industries, Inc.

     Probability of Default Rating, Upgraded to B1 from B3

     Corporate Family Rating, Upgraded to B2 from Caa1

     Senior Unsecured Regular Bond/Debenture, Upgraded to B3
     from Caa1

The principal methodology used in rating American Railcar
Industries, Inc. 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.

American Railcar Industries, Inc., headquartered in St. Charles,
Missouri, is a leading North American manufacturer of covered
hopper and tank railcars, and also provides railcar leasing,
repair and fleet management services.


ATTACK ATHLETICS: Judge Rejects Chapter 11 Bankruptcy Case
----------------------------------------------------------
David Roeder at Chicago Sun-Times reports that a judge has
rejected a Chapter 11 bankruptcy petition Tim Grover filed for his
business, the Attack Athletics gym at 2641 W. Harrison.

The report notes Mr. Grover filed for bankruptcy in April in an
attempt to delay a foreclosure on the property, where he built a
60,000-square-foot facility with four NBA-sized courts.

According to the report, records show Mr. Grover owes $10.17
million on a first mortgage and hasn't made payments since 2010.
With a bankruptcy off the table, the mortgage holder is free to
seek foreclosure.

The report notes Attack Athletics continues to operate under the
control of a receiver.

The bankruptcy filing listed Michael Jordan as among the business'
largest creditors, saying the former Chicago Bulls star is owed
$1.5 million.  Another creditor listed is former NBA player
Michael Finley, who guaranteed a $2 million loan, the report
notes.

Attack Athletics opened in 2007 and then-Mayor Richard Daley
showcased it as a sign of West Side renewal.


AXION INTERNATIONAL: Michael Dodd Resigns from Board of Directors
-----------------------------------------------------------------
Michael Dodd, a member of the Board of Directors of Axion
International Holdings, Inc., notified the Board that he was
resigning as a member of the Board effective as of Aug. 7, 2012.

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010 and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at March 31, 2012, showed $5.10
million in total assets, $3.54 million in total liabilities, $5.69
million in 10% convertible preferred stock, $242,500 in redeemable
common stock, and a $4.37 million total stockholders' deficit.


B/E AEROSPACE: Moody's Affirms 'Ba1' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a Baa2 rating to B/E
Aerospace, Inc's ("BE") amended and restated $950 million senior
secured revolving credit facility due August 2017. The new
revolving credit facility will replace BE's existing $750 million
revolver due 2015, also rated Baa2. As of June 30, 2012, the
company had no outstandings under the $750 million facility but
for $8.9 million of letters of credit. All other ratings including
the Ba1 Corporate Family Rating were affirmed.

Ratings Rationale

The issuance of the new $950 million revolving credit commitment
further strengthens BE's very good liquidity position (Speculative
Grade Liquidity rating of SGL-1). As of June 30, 2012 cash was
$464 million. In addition, on July 12, 2012 the company issued
$800 million of senior unsecured notes as an add-on to their
existing $500 million issue of 5 % senior unsecured notes due
March 2022, and launched a tender offer to acquire any and all of
its $600 million issue of 8 % senior unsecured notes due July
2018. Excess funds remaining after the tender will be used for
general corporate purposes, which may include acquisitions.
Moody's also notes that the new senior secured revolving credit
facility has an accordion feature similar to the existing
facility's whereby up to $750 million of additional revolving
credit commitments and/or term loans can be requested. The
incremental credit facilities will have the same guarantees as,
and be secured on a pari passu basis by the same collateral
securing the revolving credit facility or in a junior basis in the
case of the term loans.

Ratings Assignment:

$950 million senior secured revolving credit facility due 2017,
Baa2 (LGD2, 12%); existing Baa2 rating on the $750 million senior
secured revolving credit facility due 2015 will be withdrawn at
closing.

Rating Affirmations:

Corporate Family Rating/Probability of Default Rating, affirmed at
Ba1,

Senior unsecured notes, affirmed at Ba2 (LGD4, 64%),

Senior unsecured shelf, affirmed at (P)Ba2,

Speculative Grade Liquidity rating, affirmed at SGL-1,

Rating outlook remains Stable.

The Ba1 corporate family rating continues to reflect B/E
Aerospace's market leadership position as the world's largest
manufacturer of aircraft cabin interior products and the world's
leading distributor of aerospace fasteners and consumables,
favorable industry cyclical demand profile, strong cash flow
generation and credit metrics appropriate for the Ba1 rating.
Additional information is provided in Moody's press releases dated
July 9 and July 10, 2012 and the credit opinion on www.moodys.com.

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

B/E Aerospace, Inc is the world's largest manufacturer of
commercial and general aviation cabin interior products and a
major independent distributor of aerospace fasteners. B/E
Aerospace's products include aircraft seats, equipment for food
and beverage preparation and storage, oxygen delivery systems, a
broad line of aerospace fasteners and certain engineering and
design services. Revenue for the last twelve months through June
30, 2012 was approximately $2.8 billion.


BE AEROSPACE: S&P Keeps 'BB+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue rating
and '1' recovery rating to BE Aerospace Inc.'s amended and
restated $950 million secured revolver due 2017, which replaces
its existing $750 million secured revolver. "At the same time, we
affirmed our 'BB' issue rating and maintained the '5' recovery
rating on the company's unsecured notes," S&P said.

"The ratings on Wellington, Fla.-based BE Aerospace reflect our
expectations that the company's earnings will increase, with a
boost from acquired operations, and that commercial aerospace
market conditions will be solid in 2012. This should allow credit
protection measures to recover sufficiently over the next year.
Our ratings on BE Aerospace also take into account the risks
associated with the cyclical global airline industry as well as
the relatively small size of the markets the company serves," S&P
said.

"The company makes acquisitions fairly frequently, including a few
larger transactions in recent years, and we expect it to continue
to make small to midsize acquisitions. BE Aerospace's position as
the largest manufacturer of aircraft cabin interior products and
distributor of fasteners and consumables, its efficient
operations, good profit margins, and free cash flow generation
partly offset the risks from its growth strategy and cyclical
markets. We assess the company's business risk profile as 'fair,'
its financial risk profile as 'significant,' and its liquidity
'adequate' according to our criteria definitions," S&P said.

RATINGS LIST

BE Aerospace Inc.
Corporate Credit Rating                  BB+/Stable/--

New Rating

BE Aerospace Inc.
$950 mil. secured revolver due 2017      BBB
  Recovery Rating                         1

Ratings Affirmed

BE Aerospace Inc.
Senior Unsecured                         BB
  Recovery Rating                         5


BLAST ENERGY: Jamie Tseng Discloses 15.5% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Jamie Tseng disclosed that, as of July 27, 2012, he
beneficially owns 3,050,000 shares of common stock of PEDEVCO
CORP., formerly known as Blast Energy Services, Inc., representing
15.5% of the shares outstanding.  Uni-bright Technology Limited, a
corporation owned and controlled by Mr. Tseng, beneficially owns
1,000,000 common shares.  A copy of the filing is available for
free at http://is.gd/fV92j1

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BRE PROPERTIES: Fitch Places Rating on Preferred Stock at 'BB+'
---------------------------------------------------------------
Fitch Ratings assigns a 'BBB' rating to the $300 million 3.375%
senior unsecured notes due Jan. 15, 2023 issued by BRE Properties,
Inc. (NYSE: BRE).  The notes were issued at 99.281% of par.

Net proceeds from the offering are expected to be used for general
corporate purposes including the repayment of amounts outstanding
on the company's unsecured revolving credit facility and the
redemption or repurchase of the 6.75% Series D Cumulative
Redeemable Preferred Stock.

Fitch currently rates the company as follows:

  -- Issuer Default Rating (IDR) 'BBB';
  -- Unsecured revolving credit facility 'BBB';
  -- Senior unsecured notes 'BBB';
  -- Convertible senior notes 'BBB';
  -- Preferred stock 'BB+'.

The ratings are supported by BRE's high quality portfolio of
multifamily assets in supply-constrained markets combined with
solid credit metrics.  The Positive Outlook is driven by robust
multifamily fundamentals in BRE's markets that are fueling
improving leverage and coverage metrics.  Fitch's expects that
BRE's near- to medium-term credit profile will improve to a level
more consistent with a 'BBB+' IDR.  In conjunction with the second
quarter 2012 (2Q'12) earnings release, the company narrowed SSNOI
growth guidance, resulting in a lower mid-point that remains
consistent with Fitch's expectations.

BRE has meaningfully reduced debt on an absolute and relative
basis since 2007 through raising equity, selling non-core assets
and reducing development spending.  Leverage improved to 7.0 times
(x) as of Dec. 31, 2011 from 8.1x and 8.5x as of Dec. 31, 2010 and
Dec. 31, 2009, respectively.  Leverage continues to decline and
was 6.8x as of June 30, 2012, based on annualized 2Q'12 EBITDA.
Fitch expects BRE's leverage to stabilize between mid-6.0x to
7.0x, a range appropriate for a 'BBB+' rating.  In a stress case
not anticipated by Fitch resulting in negative same-store NOI,
leverage could sustain above 8.0x, which would be appropriate for
a 'BBB-' IDR.  Fitch defines leverage as net debt divided by
recurring operating EBITDA.

Additionally, BRE's fixed charge coverage ratio has improved to
2.4x for trailing 12 months (TTM) ended June 30, 2012, as compared
to 1.9x for 2010.  The continued improvement is attributable to
improving fundamentals and lower preferred dividends.  Fitch
expects this metric to improve to between 2.5x to 3.0x as
fundamentals improve and the company redeems higher-cost preferred
stock, a range appropriate for a 'BBB+' IDR.  In a stress case not
anticipated by Fitch resulting in negative same-store NOI, fixed-
charge coverage could sustain below 2.0x, which would be
appropriate for a 'BBB-' IDR.  Fitch defines fixed charge coverage
as recurring operating EBITDA less renewal and replacement capital
expenditures, divided by total interest incurred and preferred
stock dividends.

The company has improved the quality of its portfolio over the
last few years through approximately $200 million of dispositions
in non-core markets.  As such, the vast majority of assets are now
located in supply constrained, coastal California markets.  Fitch
views the strategy of owning assets in supply-constrained coastal
markets as a credit positive as these markets also exhibit solid
demand factors such as high cost of for-sale single-family housing
and proximity to solid job growth markets.

BRE has traditionally focused on development as an essential
component for growth.  The sizeable scale of BRE's development
pipeline has historically been a credit concern and negatively
impacted the company's leverage ratios.  In 2011, citing positive
market fundamentals, the company restarted its development
pipeline.  Although not all costs are contractual nor within
Fitch's time horizon, the pipeline's costs will total $1.3 billion
of which $845 million remains unfunded.  BRE's management intends
to front-end its development activity and indicated future
development advances will not surpass $200-$250 million annually.
Fitch does not view the current pipeline as a significant concern
given the positive operating fundamentals, project-specific sub-
market supply and strong liquidity profile, although Fitch notes
the inherent risks in development.

The company's geographic concentration offsets to a degree the
credit positive of the company's supply-constrained market focus
strategy.  California comprised 84% of total NOI in 2Q'12 with the
San Francisco Bay Area and San Diego accounting for 25% and 20%,
respectively.  While BRE's SSNOI performance has been in line with
a market-weighted PPR index, Fitch notes the seismic risks of the
state and the potential for government budget dynamics to pressure
property taxes.

The Positive Outlook centers on Fitch's expectation that BRE's
credit profile will improve to be consistent with a 'BBB+' rating,
supported by management's commitment to reduce leverage through
equity raises to offset development risks or should operating
fundamentals deteriorate.

Further, BRE continues to access various sources of capital and
maintain a healthy liquidity profile.  For the period of July 1,
2012 to Dec. 31, 2014, Fitch calculates that BRE's sources of
liquidity exceed uses of liquidity by 1.6x driven by BRE's minimal
near term maturing debt.  The next large debt maturity is a $300
million unsecured notes maturity in 2017.  Fitch defines liquidity
coverage as sources (cash, availability under the unsecured
revolving credit facility and projected retained cash flows from
operating activities after dividends and distributions) divided by
uses (debt maturities and amortization, development spending and
projected renewal and replacement capital expenditures).

In addition, BRE maintains a strong level of unencumbered assets
that provides solid coverage of unsecured debt for the rating
category.  Fitch calculates that BRE's ratio of unencumbered
operating real estate to net unsecured debt (UAUD), ranges from
2.3x to 2.8x using a range of capitalization rates from 6.5% to
8%.  The midpoint has improved from 2.4x and 1.9x as of Dec. 31,
2010 and Dec. 31, 2009, respectively, providing increasing cushion
to unsecured bondholders.

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

The following factors may result in an upgrade to 'BBB+':

  -- Fitch's expectation of leverage sustaining below 7.0x for
     several quarters ((leverage was 6.8x at June 30, 2012 based
     on annualized 2Q'12 EBITDA);
  -- Fitch's expectation of fixed charge coverage sustaining above
     2.5x for several quarters (coverage was 2.4x for the TTM
     ended June 30, 2012).

The following factors may result in negative momentum on the
ratings and/or Rating Outlook:

  -- Fitch's expectation of leverage sustaining above 8.0x for
     several consecutive quarters;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.0x for several consecutive quarters;
  -- If operating fundamentals relapse similar to the environment
     of 2009 in the near term, rather than remaining strong.


BROADVIEW NETWORKS: Rejects Icahn Offer; To Pursue Own Plan
-----------------------------------------------------------
Broadview Networks Holdings, Inc., received term sheets dated
Aug. 6, 2012, related to an unsolicited offer from High River
Limited Partnership, an affiliate of Icahn Associates, a purported
holder of a minority stake of the Company's senior secured notes.
The term sheets are expressly non-binding and delivered by High
River solely for discussion purposes.  The proposals made in the
term sheets are subject to and qualified by, among other things,
business, tax, accounting and legal due diligence by High River.
On information and belief, an affiliate of High River controls a
competitor of the Company.

High River has proposed, among other things, that it would provide
$175 million to the Company, $165 million in cash equity
investments and $10 million in loans in exchange for 70% of new
common stock of restructured Broadview.  The High River term sheet
provides that senior secured noteholders, including High River,
would receive in exchange for their notes their pro rata share of
$150 million in cash and the remaining 30% of new common stock of
restructured Broadview.  Although the Icahn Proposal contemplates
that restructured Broadview will have no indebtedness, the Icahn
Proposal values the Company significantly lower than the value
implied by the plan of reorganization that the Company negotiated
with material stakeholders.  The Company Plan, which is fully
documented and in the process of being solicited, places a higher
total enterprise valuation on the Company, cuts the Company's bond
indebtedness in half, maximizes value for all of the Company's
stakeholders and has the support of more than 66 2/3% of the
Company's bondholders.  Under the Company Plan, bondholders are
contemplated to receive 97.5% of the equity of restructured
Broadview and existing shareholders are contemplated to receive
the remaining 2.5% of such equity.

In recognition of their value to the Company, general unsecured
creditors, vendors, customers and employees are not anticipated to
be negatively impacted by either the Company Plan or the Icahn
Proposal.  As the Company will continue operating as a going
concern, arrangements and agreements with those parties are all
contemplated to be honored in accordance with their terms.

The Company and its Board of Directors, in consultation with the
Company's advisors, have analyzed the Icahn Proposal and do not
consider it to be superior to the terms of the Company Plan.  The
Company intends to continue to pursue the Company Plan, which
provides for the conversion of the Company's $300 million in
senior secured notes into new five-year notes and the vast
majority of the equity in the Company.  This plan has the support
from a group of investors who control approximately two-thirds of
the outstanding notes as well as the Company's key shareholders.

                      Out of Court or Ch. 11

As reported in the July 30 edition of the TCR, Broadview and each
of its direct and indirect subsidiaries entered into the First
Amendment to the Restructuring Support Agreement, dated July 13,
2012, with holders representing more than 66 2/3% of the Company's
outstanding 11 3/8% Senior Secured Notes due 2012 to amend the
terms of the Support Agreement to, among other things, extend
certain milestones and limit the applicability of select
termination rights to the Required Consenting Noteholders.

Among other things, the First RSA Amendment extends the date by
when the Company is required to consummate the restructuring or
commence chapter 11 cases prior to a termination triggering event
from Aug. 17, 2012, to Aug. 24, 2012.

On July 18, 2012, the Company, Broadview Networks, Inc., Broadview
Networks of Massachusetts, Inc., Broadview Networks of Virginia,
Inc., and Bridgecom International, Inc., entered into a Senior
Revolving DIP Facility Commitment Letter with The CIT
Group/Business Credit, Inc., pursuant to which CITBC has committed
to provide to the Borrowers a Senior Revolving Debtor in
Possession Credit Facility in an amount not to exceed $25,000,000.

In the event that the chapter 11 cases are not commenced on or
before Sept. 5, 2012, or the initial borrowing in respect of the
DIP Credit Facility is not made on or before the fourth business
day following the commencement of the chapter 11 cases, the DIP
Commitment Letter and the commitment and undertakings of CITBC
thereunder will automatically terminate unless CITBC, in its sole
discretion, agrees to an extension.  Before that date, CITBC may
terminate its obligations under the DIP Commitment Letter as
expressly provided therein.

On July 19, 2012, the Company entered into Amendment No. 5 to the
Credit Agreement, dated Aug. 23, 2006, by and among the Borrowers,
the Lenders named therein and CITBC, as administrative agent,
collateral agent and documentation agent.  As a result of the
Fifth Credit Agreement Amendment, the maturity date of the
Company's revolving credit facility was extended from Aug. 1,
2012, to Sept. 5, 2012.

A copy of the Amended Restructuring Agreement is available at:

                         http://is.gd/Lp3WCF

A copy of the Amended Credit Agreement is available at:

                         http://is.gd/V2PTwk

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at March 31, 2012, showed $258.32
million in total assets, $373.35 million in total liabilities and
a $115.03 million total stockholders' deficiency.

                           *     *     *

In the July 23, 2012, edition of the TCR, Moody's Investors
Service downgraded Broadview Networks Holdings, Inc. Corporate
Family Rating (CFR) to Caa3 from Caa2 and the Probability of
Default Rating (PDR) to Ca from Caa3 in response to the company's
announcement that it has entered into a restructuring support
agreement with holders of approximately 70% of its preferred stock
and approximately 66 2/3% of its Senior Secured Notes.  The
company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on wireline operator
Broadview Networks Holdings Inc. to 'D' from 'CC'.

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


CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $241MM Loss in Q2
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $241.8 million on $2.16 billion of net
revenues for the quarter ended June 30, 2012, compared with a net
loss of $153.1 million on $2.16 billion of net revenues for the
same quarter a year ago.

The Company reported a net loss of $522.9 million on $4.37 billion
of net revenues for the six months ended June 30, 2012, compared
with a net loss of $297.9 million on $4.27 billion of net revenues
for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$28.03 billion in total assets, $27.43 billion in total
liabilities, and $607.2 million in total equity.

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

                        http://is.gd/k7rX5R

                    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.

                           *     *     *

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.


CANO PETROLEUM: Tri-Flow Dismissal Has No Objection
---------------------------------------------------
Tri-Flow, Inc., a debtor-affiliate of Cano Petroleum, Inc., et
al., filed with the U.S. Bankruptcy Court for the Northern
District of Texas a certificate of no objection in relation to its
motion to dismiss its Chapter 11 petition.

Tri-Flow was included in the bankruptcy filing of the Debtors out
of an abundance of caution and to ensure the Debtors' assets and
equity could be effectively marketed.  The Debtors, however, did
not receive any qualified bids for Tri-Flow's assets or equity.

Tri-Flow stated in the motion that it is an Oklahoma corporation
of which Cano purchased the outstanding stock, along with all
outstanding stock of Ladder Companies, Inc. in June 2004.  Over
the years and pursuant to various transactions, Tri-Flow sold its
assets and expended its cash such that, eventually, Tri-Flow
exists essentially as a shell company.  Tri-Flow's schedules
reflect no assets or liabilities, other than two contingent
liabilities related to executory contracts.  No senior-secured or
junior-secured claims have been asserted against Tri-Flow.

                        About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW), an independent Texas-
based energy producer with properties in the mid-continent region
of the United States, filed for Chapter 11 bankruptcy (Bank. N.D.
Tex. Lead Case No. 12-31549) on March 7, 2012.  Other affiliates
also sought bankruptcy protection: Cano Petro of New Mexico,
Ladder Companies, Inc., Square One Energy, Inc., Tri-Flow, Inc.,
W.O. Energy of Nevada, Inc., W.O. Operating Company, Ltd., W.O.
Production Company, Ltd., and WO Energy, Inc.  The cases are
jointly administered.

The Debtors filed for bankruptcy to pursue a sale under a joint
plan of reorganization filed on the petition date.  Cano Petroleum
have entered into a Stalking Horse Stock Purchase Agreement with
NBI Services Inc., pursuant to which NBI would purchase all of the
shares of common stock that would be issued by Reorganized Cano
under the Plan for $47.5 million.  The deal is subject to higher
and better offers and a possible auction.

The petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by lawyers at Thompson & Knight LLP, in Dallas
Texas.

Cano Petroleum's consolidated balance sheet at Sept. 30, 2011,
showed $63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.  In
schedules filed with the Court, Cano Petroleum disclosed
$1.16 million in assets and $82.5 million in liabilities.

Union Bank of California, the administrative agent and issuing
lender under the Debtors' prepetition senior credit facility; and
UnionBanCal Equities, Inc., the administrative agent and issuing
lender, under the junior credit facility, are represented by:
William A. "Trey" Wood III, Esq., at Bracewell & Giuliani LLP.

The Office of the U.S. Trustee has not appointed an official
committee of unsecured creditors in the case.

The Bankruptcy Court entered an order approving and confirming the
Second Amended Joint Plan of Reorganization of Cano Petroleum,
Inc., and its subsidiaries and approving the Stock Purchase
Agreement, dated as of March 7, 2012, by and among NBI Services,
Inc., and the Debtors, and authorizing the consummation of the
transaction contemplated thereby.


CAPITOL BANCORP: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead
Debtor: Capitol Bancorp Ltd.
         aka Capitol Bancorp Limited
        Capitol Bancorp Center
        200 N. Washington Square
        Lansing, MI 48933

Bankruptcy Case No.: 12-58409

Affiliate that simultaneously filed Chapter 11 petition:

  Debtor                           Case No.
  ------                           --------
Financial Commerce Corporation     12-58406

Type of Business: Capitol Bancorp Limited --
                  http://www.capitolbancorp.com/-- is a
                  $5.1 billion national community banking
                  company, with a network of bank operations in
                  16 states. Founded in 1988, Capitol Bancorp
                  Limited has executive offices in Lansing,
                  Michigan, and Phoenix, Arizona.

Chapter 11 Petition Date: Aug. 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Debtors'
Counsel:    Daniel N. Adams, Esq.
            Edward Todd Sable, Esq.
            Joseph R. Sgroi, Esq.
            Judy B. Calton, Esq.
            HONIGMAN MILLER SCHWARTZ & COHN LLP
            660 Woodward Avenue
            2290 First National Building
            Detroit, MI 48226
            Tel.: (313) 465-7684
            E-mail: dadams@honigman.com
                    tsable@honigman.com
                    jsgroi@honigman.com
                    jcalton@honigman.com

Total Assets: $112,211,793 as of June 30, 2012

Total Liabilities: $195,644,527 as of June 30, 2012

The petitions were signed by Cristin K. Reid, corporate president.

Capitol Bancorp's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capital Trust X                    Trust Preferred    $44,408,037
Joan Wilson                        Securities
M&T Trust Co. of Delaware
1220 N. Market St, Suite 202
Wilmington, DE 19801

Capital Trust VIII                 Trust Preferred    $22,465,393
Damian Kraft                       Securities
US Bank
1 Federal Street, 3rd Floor
Boston, MA 02110

Capital Trust XI                   Trust Preferred    $21,492,775
Geoffrey J. Lewis                  Securities
Wilminton Trust Co.
1100 N. Market Street
Wilmington, DE 19890

Capital Trust I                    Trust Preferred    $17,860,310
Mary Callahan                      Securities
Bank of N York Mellon Trust Co.
2 N. LaSalle Street, Suite 1020
Chicago, IL 60602

Capital Trust III                  Trust Preferred    $17,310,888
Paul Allen                         Securities
US Bank
1 Federal Street, 3rd Floor
Boston, MA 02110

Capital Trust II                   Trust Preferred    $14,203,652
Mary Callahan                      Securities
Bank of N York Mellon Trust Co.
2 N. LaSalle St, Suite 1020
Chicago, IL 60602

Capital Trust VII                  Trust Preferred    $13,160,379
Joan Wilson                        Securities
M&T Trust Co. of Delaware
1220 N. Market St, Suite 202
Wilmington, DE 19801

Capital Trust IX                   Trust Preferred    $13,119,278
Geoffrey J. Lewis                  Securities
Wilmington Trust Co.
1100 N. Market Street
Wilmington, DE 19890

Capital Trust VI                   Trust Preferred    $11,449,531
Joan Wilson                        Securities
M&T Trust Co. of Delaware
1220 N. Market St, Suite 202
Wilmington, DE 19801

Capital Trust XII                  Trust Preferred    $9,638,436
Joan Wilson                        Securities
M&T Trust Co. of Delaware
1220 N. Market St, Suite 202
Wilmington, DE 19801

Capital Trust IV                   Trust Preferred    $3,440,441
Joan Wilson                        Securities
M&T Trust Co of Delaware
1220 N. Market St, Suite 202
Wilmington, DE 19801

PB & Co.                           Senior Note          $880,986
George Cichoski
Mike Hallewell SEP IRA
240 E 8th Street
Holland, MI 49423

Barels Charitable Remainder Trust  Senior Note          $504,717
1321 State Street
Santa Barbara, CA 93101

Spa NV Limited Partnership         Senior Note          $504,717
c/o Hollander Capital Mgmt. Inc.
2539 Turtle Head Peak Dr
Las Vegas, NV 89135

Woolls, Betty                      Senior Note          $504,717
Woolls, Paul
PO Box 436
Oakville, CA 94562

Cason Family Trust                 Senior Note          $340,622
Jack E. Cason TTEE
3208 Ashby
Las Vegas, NV 89102

Sky Bird Travel & Tour Inc.        Senior Note          $269,193
24701 Swanson
Southfield, MI 48033

Petznick, Jr., Earl                Senior Note          $252,358
3311 E Paloverde Dr.
Paradise Valley, AZ 85253

James & Erin Essert, TTEE          Senior Note          $252,358
Essert Living Trust
333 W Solano Drive
Phoenix, AZ 85013

Walker, Marie D                    Senior Note          $231,887
PO Box 26155
Lansing, MI 48909

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Capitol Bancorp Ltd.                                  $8,560,000


CARE ONE: Case Summary & 9 Unsecured Creditors
----------------------------------------------
Debtor: Care One Patient Transfer Services
        dba Care One EMS, LLC (AR)
        fdba Angel Care, Inc.
        dba Transportation Services of Fort Smith
        fdba Care One EMS, LLC (OK)
        3708 Princeton Court
        Van Buren, AR 72956

Bankruptcy Case No.: 12-73027

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Fort Smith)

Debtor's Counsel: Samantha Sizemore Vernetti, Esq.
                  WILLIAMS & HUTCHINSON, LLP
                  4201 W. New Hope Road, Suite 202
                  Rogers, AR 72758
                  Tel: (479) 633-8421
                  Fax: (479) 633-8058
                  E-mail: ssv@wh-lawfirm.com

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

Scheduled Liabilities: $1,300,394

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/arwb12-73027.pdf

The petition was signed by Wesley McCabe, owner.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Care One EMS, LLC                     11-74764            10/24/11


CELL THERAPEUTICS: To Effect Reverse Stock Split of Common Stock
----------------------------------------------------------------
Cell Therapeutics, Inc.'s Board of Directors approved a reverse
stock split in order to regain compliance with The NASDAQ Stock
Market LLC minimum closing bid price of $1.00 per share.  Upon the
effectiveness of the reverse stock split, each of the Company's
shareholders will receive one new share of the Company's common
stock for every five shares such shareholder holds.  The reverse
stock split will affect all of the Company's authorized shares,
including all outstanding shares of Common Stock as well as the
number of shares of Common Stock underlying stock options,
warrants and other exercisable or convertible instruments
outstanding at the effective time of the reverse stock split.

It is anticipated that the reverse stock split will become
effective on or about Sept. 2, 2012.  The Company expects to
achieve compliance if the closing bid price of the Common Stock is
$1.00 per share or more for a minimum of ten consecutive trading
days before December 26, 2012.  The Common Stock is scheduled to
begin trading on a split-adjusted basis on the Mercato Telematico
Azionario stock market in Italy on Sept. 3, 2012, and The NASDAQ
Capital Market in the United States on Sept. 4, 2012.  On The
NASDAQ Capital Market, trading of the Common Stock will appear
under the temporary trading symbol "CTICD" in order to inform the
investment community of the reverse stock split.  The Company's
trading symbol is expected to revert to "CTIC" on or about Oct. 2,
2012.  The Company's trading symbol on the MTA will not change due
to the reverse stock split.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at March 31, 2012, showed US$44.15
million in total assets, US$18.50 million in total liabilities
US$13.46 million in common stock purchase warrants, and US$12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CERIDIAN CORP: S&P Keeps 'B-' Rating on Extended Term Loan B
------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' issue-level
rating and '3' recovery rating on Minneapolis-based Ceridian
Corp.'s extended term loan B due May 2017 remain unchanged after
the company's proposed $342 million add-on to the debt. "The '3'
recovery rating indicates our expectation of meaningful (50%-70%)
recovery in the event of a payment default by the borrower," S&P
said.

The company is refinancing the existing nonextended portion of its
term loan due 2014 with this transaction.

"Our existing ratings on Ceridian, including our 'B-' corporate
credit rating, also remain unchanged. The outlook is stable," S&P
said.

"The issue-level rating on Ceridian's senior secured debt is 'B-'
and the recovery rating is '3', indicating the expectation for
meaningful (50%-70%) recovery in the event of a payment default.
The rating on the company's unsecured debt is 'CCC' and the
recovery rating is '6', indicating the expectation for negligible
(0-10%) recovery in the event of a payment default," S&P said.

"The ratings on Ceridian reflect a very aggressive capital
structure with an unfavorable maturity schedule, as well as the
effects of a weak economy on the company's revenue and operating
earnings," said Standard & Poor's credit analyst Jacob Schlanger.
"The proposed transaction will ease the impact of the nearer term
maturities. In addition, significant recurring revenue streams and
defensible market positions partially offset the broader economic
factors."

"With annual revenues of about $1.5 billion, Ceridian is an
information services company that serves the human resources
(HRS), stored value cards and solutions (SVS), and--through its
Comdata Network Inc. subsidiary--transportation industries.
Barriers to entry in Ceridian's markets are high, the result of
developed niche market positions, economies of scale, and long-
term customer relationships," S&P said.


CHIQUITA BRANDS: Moody's Affirms 'B2' CFR/PDR; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of Chiquita
Brands International Inc.'s, including its B2 corporate family
rating and probability of default rating. Concurrently, Moody's
assigned a speculative grade liquidity rating of SGL-3 reflecting
its expectation for weak cash flows and revolver reliance over the
next twelve months. Further, the negative outlook has been
reiterated to reflect Chiquita's high financial leverage and near
term operating challenges.

The following ratings have been affirmed at Chiquita Brands
International, Inc.:

Corporate family rating at B2;

Probability of default rating at B2; and

$106 million 7.5% senior notes due 2014 at Caa1 (LGD5, 88%).

The following ratings have been affirmed at Chiquita Brands LLC:

$150 million senior secured revolver due 2016 to Ba3 (LGD2, 23%);
and

$313 million senior secured term loan due 2016 to Ba3 (LGD2, 23%).

Ratings Rationale

The negative outlook recognizes Moody's expectation that
headwinds, such as Euro exchange rates and lower retail volumes in
salads, will weigh on operations throughout 2012 resulting in the
weakening of Chiquita's leverage and liquidity profiles. The
precipitous drop in earnings during the first half of 2012 has
elevated leverage to 6.5x, on an adjusted basis, which Moody's
does not view as sustainable at the current B2 rating level.

Managements' recent announcement of restructuring activities aimed
at saving roughly $60 million annually and transforming its
operations into a high volume, low cost manufacturer is a credit
positive given Moody's ongoing view of its key banana and salad
products as having high commodity-like attributes. Moody's
believes that targeted costs such as administrative overhead,
sourcing and logistics, research and development and marketing,
coupled with plans for a change in senior leadership, could bring
near term benefits to Chiquita's margins. Further, Chiquita's
renewed plans to repay debt and lower net leverage to roughly 3.5x
is viewed positively, although Moody's does not anticipate the
company meeting these targets in the next twelve months.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that Chiquita will maintain cash and revolver availability in
excess $100 million over the next twelve months to support
operations during a period of weakened operating performance and
ongoing restructuring and capital spending projects. At June 30,
2012, Chiquita maintained $53 million of cash and $109 million of
revolver availability. The recent amendment to its credit
agreement should provide covenant headroom that enables the
company to execute on its operational initiatives while
maintaining access to its $150 million revolver. The amendment
requires minimum liquidity of $50 million (cash plus revolver
availability), which in Moody's view, weakens Chiquita's liquidity
profile meaningfully.

While covenants require $50 million of minimum liquidity, Moody's
would expect Chiquita to maintain roughly $100 million of
availability, given the inherent volatility of its operations, at
the B2 ratings level. Further, ratings could be downgraded if
Chiquita's performance continues to deteriorate resulting in
leverage remaining at elevated levels for several quarters or a
weakened liquidity profile driven by an inability to generate cash
flows. Debt-to-EBITDA maintained above 6.5x for multiple quarters
could result in a ratings downgrade, particularly if liquidity
remains a challenge for the business.

A ratings upgrade is unlikely prior to Chiquita demonstrating the
ability to operate with leverage below 4.0x for an extended period
while maintaining full availability on its revolver. The outlook
could stabilize if Chiquita were to stem volume losses in its
value-added salad business and restore earnings growth such that
Chiquita generated free cash flow on a sustainable basis.

The principal methodology used in rating Chiquita was the Global
Food - Protein and Agriculture Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Chiquita, based in Charlotte, North Carolina, is a leading
international marketer and distributor of bananas and other fresh
produce in over 70 countries and a producer of packaged salads
under the Fresh Express brand name primarily in the United States.
Total sales for the last twelve months ending March 31, 2012 were
$3.1 billion.


CITY LOFT HOTEL: Court Won't Lift Disgorgement Order
----------------------------------------------------
Bankruptcy Judge David R. Duncan denied the request of City Loft
Hotel, LLC, asking the Court to alter or amend its prior order
requiring the Debtor's counsel to disgorge the retainer fee.

Bank of the Ozarks objected to the Debtor's request.  Bank of the
Ozarks had filed a Motion for Relief from Stay, Motion to Prohibit
Use of Cash Collateral, and Motion to Designate Case as Single
Asset Real Estate Case in November 2011.  The Debtor filed
Objections to all of these Motions in December.  The Debtor's
counsel filed an Application for Compensation in November 2011,
and Bank objected.  The Debtor also filed a Motion to
Substantively Consolidate its case with the companion case, City
Loft, LLC, in December and Bank objected.

On Feb. 1, 2012, the Court issued an Order granting the Bank's
Motion for Relief from Stay, Motion to Prohibit Use of Cash
Collateral, and Motion to Designate Case as a Single Asset Real
Estate Case.  The Order denied the Debtor's Motion to
Substantively Consolidate and approved the Debtor's counsel's
Application for Compensation, but provided that the fees could not
be paid using cash collateral given that the Court had prohibited
the use of cash collateral.

The Debtor's counsel filed a second Application for Compensation
in February 2012, and the Bank again objected.  The Court entered
an Order approving the Application for Compensation on March 15,
2012, stating, "The issue of the use of retainer for payment of
[Debtor's counsel's] fees is reserved pending a determination as
to whether Bank of the Ozarks' lien extends to the retainer."

On April 4, 2012, the Bank filed a Motion for Disgorgement of
Retainer.  The Debtor objected.  A hearing was held on May 22, and
on June 4, the Court entered an Order Granting the Bank's Motion
for Disgorgement of Retainer.  The Disgorgement Order provided,
"The retainer paid by Debtor to its attorney was paid with
revenues generated by the property and therefore constitutes
Bank's cash collateral."

The Debtor argues that disgorgement was an extreme remedy, that
professionals should be paid because all other obligations are
being paid, and because the Court's ruling creates an undesirable
precedent.  The Bank responds that Debtor's Motion does not cite
any additional facts or case law and therefore there is no basis
to alter or amend the Court's decision.

The Court agrees with the Bank.  "No grounds exist for amending
the judgment here. No change in law has occurred, there is no new
evidence available that was not previously available, and no clear
error of law or manifest injustice has occurred.  In its objection
to Bank's Motion for Disgorgement of Retainer, Debtor focused
primarily on the argument that disgorgement was too harsh a remedy
for the Court to employ in this case.  Debtor's arguments are
substantially similar here," Judge Duncan said.  "Any arguments
contained in Debtor's Motion that Debtor did not include in its
objection to Bank's Motion for Disgorgement of Retainer could have
previously been presented to the Court, prior to the issuance of
its Order Granting Bank's Motion for Disgorgement, but they were
not.  Debtor cannot now attempt to rely on arguments that it
failed to raise when it had the chance."

A copy of the Court's Aug. 8, 2012 Order is available at
http://is.gd/pgtq6Wfrom Leagle.com.

                      About City Loft Hotel

City Loft Hotel, LLC, in Beaufort, South Carolina, filed for
Chapter 11 bankruptcy (Bankr. D. S.C. Case No. 11-06127) in
Charleston on Sept. 30, 2011.  Judge David R. Duncan presides
over the case.  The Law Office of Michael W. Mogil, P.A., serves
as the Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  The petition
was signed by Matthew S. McAlhaney, president.


CLEAR CHANNEL: Bank Debt Trades at 22.47% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.53 cents-on-the-dollar during the week ended Friday, Aug.
10, an increase of 2.13 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 168 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $39.02
million on $1.60 billion of revenue for the three months ended
June 30, 2012, compared with a net loss attributable to the
Company of $53.17 million on $1.60 billion of revenue for the same
period during the prior year.

The Company reported a net loss attributable to the Company of
$182.65 million on $2.96 billion of revenue for the six months
ended June 30, 2012, compared with a net loss attributable to the
Company of $185.01 million on $2.92 billion of revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $16.45
billion in total assets, $24.31 billion in total liabilities and a
$7.86 billion total member's deficit.

                           *     *     *

CC Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $39.02 million on $1.60
billion of revenue for the three months ended June 30, 2012,
compared with a net loss attributable to the Company of $53.17
million on $1.60 billion of revenue for the same period during the
prior year.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on $2.96
billion of revenue, compared to a net loss of $185.01 million on
$2.92 billion of revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $16.45
billion in total assets, $24.31 billion in total liabilities, and
a $7.86 billion total shareholders' deficit.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLIFFS CLUB: Further Fine-Tunes Chapter 11 Plan
-----------------------------------------------
The Cliffs Club & Hospitality Group, Inc., et al., doing business
as The Cliffs Golf & Country Club, filed with the U.S. Bankruptcy
Court for the District of South Carolina amendments to the First
Amended and Restated Joint Chapter 11 Plan proposed by the Debtors
and the Plan Sponsor dated June 30, 2012.  The amendments include,
among other things addition of definitions, amended definitions,
and amended schedule of assumed contracts.  A copy of the redlined
version is available for free at
http://bankrupt.com/misc/CLIFFSCLUB_plan_amended.pdf

As reported in the Troubled Company Reporter on July 10, 2012,
according to Bloomberg News bankruptcy columnist Bill Rochelle, to
pay off $73.5 million in secured notes, the plan will give the
lenders $64 million, spread over 20 years without interest.  The
lenders will receive the greater of $1 million a year or half of
cash flow.  The outstanding balance will be paid at maturity.
Unsecured creditors with an estimated $3.9 million in claims are
predicted to have a 75% recovery.  Mechanics lienholders with $1.5
million in claims will be paid in full without interest.  Members
will be invited to join the newly reorganized club.  Those who
accept the offer are told in the disclosure statement that their
recovery is between 35% and 75%.  Members who don't take the offer
are to see a predicted recovery of 4% to 10%.

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

                        About Cliffs Club

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

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

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

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

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

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

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

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

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

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

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


COMMERCETEL CORP: Inks Three-Year Contract With CFO
---------------------------------------------------
CommerceTel Corporation entered into an employment agreement with
Tim Schatz, the Company's Chief Financial Officer.  The Agreement
has an initial term of three years.  Unless terminated at least 90
days prior to the expiration date by either party, the Agreement
automatically renews for additional one-year periods.

Under the terms of the Agreement, Mr. Schatz will be paid a base
salary of $160,000 per annum.  A one time bonus of $2,917 was paid
upon signing.  The base salary may be increased based on an annual
salary review by the Company's Board of Directors, commencing on
Dec. 31, 2012, and each 12 month period thereafter.  The Company's
Board may also award an annual bonus of up to 30% of the base
salary for achieving milestones as defined by the Board from time
to time.

Mr. Schatz will also be granted options to purchase 225,000 shares
of common stock of the Company pursuant to the terms and
conditions of the Company's incentive stock option plan, if and
when adopted by the Company.  Awards thereunder will be made from
time to time at the discretion of the Board.

The Agreement includes a non-compete provision that generally bars
Mr. Schatz from soliciting any of the Company's customers or
prospective customers in the United States for a period of two
years from the date the Agreement is terminated by the Company for
cause, or by Mr. Schatz without good reason as defined in the
Agreement.  If the Agreement is terminated by the Company without
cause or by Mr. Schatz with good reason, the restrictive period
will last until one week after all payments by the Company to Mr.
Schatz (as provided in the Agreement) have been made.

                   About CommerceTel Corporation

CommerceTel Corporation, headquartered in Chandler, Ariz., is a
provider of technology that enables major brands and enterprises
to engage consumers via their mobile phone.

The Company's balance sheet at March 31, 2012, showed
$4.57 million in total assets, $9.19 million in total liabilities,
and a stockholders' deficit of $4.62 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about CommerceTel Corporation's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and negative cash flows
from operations and is dependent on additional financing to fund
operations.


COMMUNITY TOWERS: Opposes Lender's Lift Stay Request
----------------------------------------------------
Community Towers I LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of California to deny CIBC, Inc.'s request
for relief from the automatic stay.

CIBC, in its motion, requested for relief from stay to exercise
its rights and remedies as a secured creditor on the grounds that
CIBC lacks adequate protection in that there is little or no
equity cushion between the value of the property commonly known as
Community Towers in San Jose, California and the first priority
debt to CIBC that Community Towers secures.

The Debtors, in their response, related that, among other things,
its property has not diminished in value; and there is no cause to
lift the stay.  Additionally, the Debtors said that the motion is
not well taken.  CIBC, according to the Debtors, has not
demonstrated that any cause exists to warrant relief from the
automatic stay at this time.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  John Walshe
Murray, Esq., at the Law Offices of Murray and Murray, in
Cupertino, California, serves as counsel to the Debtor.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

Judge Stephen L. Johnson has approved the disclosure statement in
support of the joint plan of reorganization filed by the Debtors.
The key features of the Debtors' proposed Plan include: (i)
profitable operation of their property; (ii) satisfaction or
disallowance of claims; and (iii) assumption of executory
contracts and unexpired leases.


CONVERSION SERVICES: Chapter 7 Petition Filed
---------------------------------------------
BankruptcyData.com reports that Conversion Services International
filed for Chapter 7 protection (Bankr. D.N.J. Case No. 12-29653).
The Company is represented by Richard M. Meth, Esq., at Fox
Rothschild.

According to documents filed with the Securities and Exchange
Commission, in January 2012, the Company "terminated William
Hendry from the positions of Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company due to the
deteriorating financial condition of the Company."

Conversion Services is principally engaged in the information
technology services industry in these areas: strategic consulting,
business intelligence/data warehousing and data management to its
customers principally located in the northeastern United States.


CORDILLERA GOLF: Club Members Seeking Chapter 11 Trustee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that members of the four-course golf club at the
Cordillera resort community in Edwards, Colorado, wasted little
time in requesting appointment of a Chapter 11 trustee after the
case was moved from Delaware to Colorado.

According to the report club members contend the club is being
mismanaged by owner David Wilhelm.  They fault a lawsuit the club
filed before bankruptcy, seeking $96 million in damages from an
association of club members for allegedly violating state
racketeering laws.

The report relates the official creditors' committee joined in
the request for a trustee.  There will be a status conference on
Aug. 15.  The club is opposing the trustee motion, saying it will
be vindicated from the members' "unprovable charges."  The club
also argues that the motion for a trustee is harassment.

                       About Cordillera Golf

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

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

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

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

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

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

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

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

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


COSO GEOTHERMAL: Moody's Cuts Rating on Certificates to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service downgraded Coso Geothermal Power
Holding's pass through trust certificates to Caa1 from B2. The
outlook remains negative.

Ratings Rationale

The rating action reflects multiple continuing challenges at Coso
both in the near and longer term that is likely to ultimately
result in a default on Coso's rated debt obligations. The core
challenge facing Coso remains energy production substantially
below (34% below) original expectations. The lower production has
resulted in significantly lower cash flow and fixed charge
coverage ratios below 1.0 times. While the causes of the lower
production are still being studied by the project, Moody's
understands the field is much more complicated than previously
understood and Coso estimates the resource is losing water on a
net basis. Coso has experienced a general trend of declining
energy production and continued declines remain a distinct
possibility.

Coso's stressed financial and operating profile raises concerns
about the project's ability to extend a letter of credit facility
expiring in November 2012. Approximately $55 million in letters of
credit have been issued. Approximately $40 million of the letter
of credit is issued to fund a senior rent reserve while the
remaining $15 million support other obligations of the project. An
inability to extend the letter of credit facility could ultimately
lead to a default on Coso's pass through certificates since a
default on the $15 million of project related letters of credit
cross defaults to Coso's rated debt. A default on the senior rent
reserve letters of credit is not anticipated to cross default to
Coso's rated debt.

The rating action also reflects Coso's expectation that it will
draw on its debt service reserve by approximately $9 million for
its January 2013 payment. In Moody's view, Coso was previously
able to avoid draws on its debt service reserve for its January
2012 payment due to significant expense reductions, usage of its
capex reserve and a one-time lease financing at Beowawe. Moody's
views further significant expense reduction or one-time cash flow
transactions as being unlikely.

The rating also incorporates Moody's understanding that
significant additional equity funding is unlikely at this time.
Meaningful sponsor equity contributions ceased in early 2011 after
a large equity funded capital program failed to produce expected
power generation levels. Moody's also recognizes that major
execution risk likely exists with any new capital spending
program.

The negative outlook considers the potential for a default in
November 2012 if Coso's letter of credit facility is not extended,
the likelihood for further declines in the Project's power
generation output, and an expectation of continued weak financial
metrics resulting in the ongoing need for the Project to draw on
the senior rent reserve in January 2013 to meet debt service
requirements.

In light of the numerous challenges facing the project, a rating
upgrade is unlikely. The Coso's rating could stabilize if the
Project is able to stabilize energy production without significant
new capital expenditures, achieve FCCR of above 1.0 times on a
sustained basis and address the upcoming letter of credit facility
maturity.

The Project rating could be downgraded if energy production
declines further, the letter of credit facility maturity is not
addressed or material additional draws under the debt service
reserve are required to remain current on a senior basis.

Coso Geothermal Power Holdings LLC is a special purpose company
formed to effectuate a sale-leaseback transaction of the Project.
The Project comprises of three linked geothermal plants with a
gross nameplate capacity of 302 MW located in California and a
17.7 MW geothermal plant in Nevada. The California geothermal
plants sell all their power to Southern California Edison (A3
senior unsecured) while the Nevada based plant sells its power to
Sierra Pacific Power (Baa3 Issuer Rating). Coso is owned
indirectly by Terra-Gen Power LLC (Terra-Gen).

The last rating action on Coso occurred on June 17, 2011, when the
rating on Project's pass through trust certificates were
downgraded to B2 from B1.

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


DELTA PETROLEUM: Inks Consulting Pacts with KN and Freedman
-----------------------------------------------------------
Delta Petroleum Corporation entered into a consulting agreement
pursuant to which KN Consulting, Inc. agreed to provide certain
consulting services to Delta, including providing advice and other
services related to all financial aspects of Delta, reviewing and
making recommendations and providing other services related to
Delta's filings with the Securities and Exchange Commission, and
such other activities and work products as may be requested by the
officers and directors of Delta.  KN Consulting will provide the
consulting services through Kevin K. Nanke, Delta's former chief
financial officer.  In consideration of KN Consulting's consulting
services, Delta agreed to pay KN Consulting $12,500 per month for
80 hours of work during the month and $550 per hour for each
additional hour exceeding 80 hours per month, with KN Consulting's
total compensation not to exceed $25,000 per month.  The KN
Consulting Agreement has an effective date of Aug. 3, 2012, and
terminates on Aug. 31, 2012.

On Aug. 7, 2012, Delta entered into a Consulting Agreement with
Stanley F. Freedman, Delta's former Executive Vice President and
General Counsel, pursuant to which Mr. Freedman agreed to provide
certain consulting services to Delta, including providing advice
and other services related to all legal aspects of Delta,
reviewing and making recommendations and providing other services
related to Delta's filings with the Securities and Exchange
Commission, and such other activities and work products as may be
requested by the officers and directors of Delta.  In
consideration of Mr. Freedman's consulting services, Delta agreed
to pay Mr. Freedman $12,500 per month for 80 hours of work during
the month and $550 per hour for each additional hour exceeding 80
hours per month, with Mr. Freedman's total compensation not to
exceed $25,000 per month.  The Freedman Consulting Agreement has
an effective date of July 1, 2012, and terminates on Aug. 31,
2012.

                        About Delta Petroleum

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

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

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

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

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


DELTATHREE INC: Six Directors Elected at Annual Meeting
-------------------------------------------------------
deltathree, Inc., held its annual meeting of stockholders on
Aug. 7, 2012, at which the Company's stockholders elected six
directors, namely:

   (1) Robert Stevanovski;
   (2) Anthony Cassara;
   (3) Lior Samuelson;
   (4) David Stevanovski;
   (5) Colleen Jones:; and
   (6) Lyle Patrick.

The ratification of the appointment of Brightman Almagor Zohar &
Co., a member firm of Deloitte Touche Tohmatsu, as the Company's
independent auditors for the fiscal year ending Dec. 31, 2012, was
approved.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$1.86 million in total assets, $6.80 million in total liabilities,
and a $4.93 million in total stockholders' deficiency.

                         Bankruptcy Warning

The Company disclosed in its annual report for the period ended
Dec. 31, 2011, that in view of its current cash resources,
nondiscretionary expenses, debt and near term debt service
obligations, the Company may begin to explore all strategic
alternatives available to it, including, but not limited to, a
sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation or ceasing operations.  In the event that it is unable
to secure additional funding, the Company may determine that it is
in its best interests to voluntarily seek relief under Chapter 11
of the U.S. Bankruptcy Code.  Seeking relief under the U.S.
Bankruptcy Code, even if the Company is able to emerge quickly
from Chapter 11 protection, could have a material adverse effect
on the relationships between the Company and its existing and
potential customers, employees, and others.  Further, if the
Company was unable to implement a successful plan of
reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DEWEY & LEBOEUF: Former Partners Want Ch. 11 Trustee or Examiner
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group of 54 former partners of Dewey & LeBoeuf says
the defunct law firm should be taken over by a Chapter 11 trustee
or an examiner should be appointed to conduct an investigation
into management's "blatant conflicts of interest."

According to the report, the ad hoc committee of former partners,
all with vested benefits in the firm's retirement plan, accuses
the firm's leaders of "gross mismanagement" before bankruptcy and
"continuing mismanagement" after the Chapter 11 filing in May.
Short of having a trustee appointed, the partners want an examiner
to investigate claims that could be made and a settlement the firm
is negotiating with partners.  The motion, scheduled for hearing
Aug. 23, contends that "current management is steeped with
conflicts of interest," including the receipt of pre-bankruptcy
transfers that the firm should be suing to recover.

The report relays the ad hoc committee criticizes the proposed
settlement the firm is negotiating with former partners.  The
group says the proposed settlement disproportionately favors
higher-paid partners by giving them releases from claims when more
modestly compensated lawyers don't have exposure to lawsuits.
Based on press reports, the partners say the firm is looking to
raise $90.4 million.  In return, the settlement would give former
partners the "broadest possible release of potential liability
without sufficient contribution to creditors."  The ad hoc group
says 700 former partners are being asked to contribute, including
400 who left the firm before Jan. 2011.

According to the report, the motion for a trustee alleges that
"impecunious spouses of deceased former partners" and terminally
ill former partners are being "frightened and intimidated" into
contributing "what could be a substantial portion of their
remaining retirement savings."

The report relates that if the bankruptcy judge in Manhattan isn't
inclined to appoint a trustee, the former partners want an
examiner to investigate claims against Steven H. Davis, the former
chairman.  They also want an investigation of the firm's former
executive director and chief financial officer.  The investigation
should look into debt that was incurred to cover guaranteed
payments to incoming partners and distributions made while the
firm was insolvent, the former partners say.  The examiner should
report on the terms of settlements.  A call for comment to the
firm's lawyers wasn't returned.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of US$245
million and assets of US$193 million in its chapter 11 filing late
evening on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired Tracy L. Klestadt, Esq., and
Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have July 31,
to Aug. 15.


DEWEY & LEBOEUF: Court Partly OKs Incentive/Retention Programs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Dewey & Leboeuf LLP's employee incentive plan and
employee retention plan except for the part of the retention plan
that requested authority to use the discretionary funds.  The
Debtor had provided a list of the employees eligible under the
plans with the salary of each employee, well as the maximum
retention and incentive payment for which they would be eligible.

                        The Incentive Plan

The incentive plan would apply to three of Debtor's employees that
it considers necessary for maximizing the collection of accounts
receivable.  Two are the Debtor's director of billing and the
Debtor's collections.

Of the key employees, the director of billing and the collections
manager are eligible for a maximum incentive payment of $110,000
each, and the key staff employee is eligible for a maximum
incentive payment of $30,000.  If the key staff employee leaves
the Debtor before the requested stay date, the director of billing
and the collections manager would be entitled to further payments
in amounts to be determined by the Debtor.

                         The Retention Plan

The retention plan applies to both the Debtor's collection staff
and operational staff.  The retention plan provides that: (i) 16
employees would be eligible for an extra two weeks' pay if they
are employed by the Debtor through Aug. 31, 2012; (ii) seven
employees would be eligible for an additional three weeks' pay if
they are employed by the Debtor through Sept. 30, 2012; and (iii)
18 Employees would be eligible for an additional eight weeks' pay
if they are employed by the Debtor through Nov. 30, 2012.

The Court did not approve that the Debtor would have access under
the retention plan to $100,000 of discretionary funds to pay
employees.  That amount includes $10,000 reserved to pay any
short-term billing and collection staff and $51,400 reserved
to pay any employee who agrees to remain with the Debtor past
their designated "stay date."  Additionally, forfeited retention
plan payments, not to exceed $51,400, may be redistributed to the
employees in the Debtor's sole discretion.

The Debtor, in response to the objection of the U.S. Trustee,
argued that in addition to being permissible under applicable law,
the "need to stem further employee attrition is greater now than
ever."

Previously, the U.S. Trustee objected to the Debtor's motion,
stating that (i) it does not provide sufficient information to
allow the Court to determine whether the payments under the
Incentive Plan are more costly than the alternative of only
retaining a collection agent; (ii) it is unclear whether the Plans
are economically feasible, in light of the upcoming expiration of
the cash collateral order; and (iii) the incentive plan is not
justified under the facts and circumstances of the case.

                      About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of US$245
million and assets of US$193 million in its chapter 11 filing late
evening on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired Tracy L. Klestadt, Esq., and
Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have been
July 31, to Aug. 15.


DEWEY & LEBOEUF: Sweetens $90.4MM Retiree Settlement Deal
---------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that in an effort to
obtain former partners' approval for a proposed $90.4 million
settlement deal that would shield partners from potential clawback
litigation, Dewey & LeBoeuf LLP sweetened the deal Thursday,
following a move by the firm's retirees to get an independent
trustee appointed.

Bankruptcy Law360 relates that on a call with the former partners
Thursday, Dewey's bankruptcy team offered what one source,
speaking on condition of anonymity, called a "bulk discount."

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of US$245
million and assets of US$193 million in its chapter 11 filing late
evening on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired Tracy L. Klestadt, Esq., and
Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel.

U.S. Bankruptcy Judge Martin Glenn on July 31 approved Dewey's
request to extend its funding deadline, which would have July 31,
to Aug. 15.


DEX MEDIA EAST: Bank Debt Trades at 46.29% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 53.71 cents-on-
the-dollar during the week ended Friday, Aug. 10, an increase of
0.71 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014.  The loan is one of the biggest gainers and losers among
168 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

              About R.H. Donnelley & Dex Media East

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

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

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

                           *     *     *

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

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


DVORKIN HOLDINGS: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dvorkin Holdings, LLC
        One Trans Am Plaza Drive, Suite 120
        Oak Brook Terrace, IL 60181

Bankruptcy Case No.: 12-31336

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Michael J. Davis, Esq.
                  SPRINGER, BROWN, COVEY, GAETNER & DAVIS, LLC
                  400 S County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000
                  Fax: (630) 510-0004
                  E-mail: mdavis@springerbrown.com

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

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

The petition was signed by Loran Eatman, vice president of DH-EK
Management Corp.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Texas 1845 LLC                     Judgment Rendered    $8,259,250
3511 Silverside Drive, Suite 105
Wilmington, DE 19810

Dahl & Bonadies, LLC               --                      $17,500
330 N. LaSalle Street, Suite 1500
Chicago, IL 60602

Albany Bank                        Guaranty                Unknown
3400 W. Lawrence Avenue
Chicago, IL 60625

Belmont Bank                       Guaranty                Unknown

Blue Star Holdings LLC             Guaranty                Unknown

BMO Harris Bank                    Guaranty                Unknown

Centier Bank                       Guaranty                Unknown

Dvorkin Holdings                   --                      Unknown

First Merit Bank                   Guaranty                Unknown

First Nations Bank                 Guaranty                Unknown

International Bank                 Guaranty                Unknown

MB Financial                       Guaranty                Unknown

North Shore Bank                   Guaranty                Unknown

Oxford Bank and Trust              Guaranty                Unknown

Private Bank                       Guaranty                Unknown

Riversource Life Insurance Co.     Guaranty                Unknown

Schaumburg Bank and Trust          Guaranty                Unknown

Wells Fargo Bank National Assoc.   Guaranty                Unknown


EASTMAN KODAK: No Quick Appeal on Apple Patent Dispute
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Apple Inc. won't be permitted to take an immediate
appeal to the U.S. District Court from an Aug. 1 ruling by the
bankruptcy judge upholding ownership of two Eastman Kodak Co.
patents.

According to the report, although the bankruptcy judge announced
his ruling on Aug. 1, he needed a week before he could sign the
formal order because Apple and Kodak couldn't agree on the form of
the order.  Ultimately, U.S. Bankruptcy Judge Allan L. Gropper
composed his own Aug. 8 order, incorporating language proposed by
both sides.

The report notes that significantly, Judge Gropper denied Apple's
request for an immediate appeal from the order upholding the two
Kodak patents.  He said an immediate appeal was counter to the
"strong federal policy against piecemeal appeals."  Judge Gropper
nonetheless said Apple could ask a district judge for permission
to appeal on the two patents before the lawsuit is wrapped up on
all 10.  If Kodak contends there are no undisputed facts on the
other eight patents, Judge Gropper said he would hold another
hearing "promptly."

The report recounts that Kodak started the lawsuit in bankruptcy
court on June 18, seeking a declaration that Apple has no interest
in the 10 patents.  Apple has lodged a second request for removing
the suit from bankruptcy court to district court. A district judge
denied the first requests for so-called withdrawal of the
reference.

Kodak's $400 million in 7% convertible notes due 2017 traded at
11:30 a.m. Aug. 9 for 21 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The bonds gave risen 27.3% in price since
July 25.

Lawsuit in bankruptcy court with Apple is Eastman Kodak Co. v.
Apple Inc., 12-01720, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).  Apple's motion to remove the suit from
bankruptcy court is Eastman Kodak Co. v. Apple Inc., 12-04881,
U.S. District Court, Southern District New York (Manhattan).

                        About Eastman Kodak

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

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

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

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

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

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

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

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


ELLIPSO INC: Trial on Bid to Revoke Confirmation Order
------------------------------------------------------
John Page filed an adversary proceeding pursuant to 11 U.S.C. Sec.
1144 alleging that the confirmation order dated May 1, 2012, in
the Chapter 11 case of Ellipsat, Inc., formerly known as Ellipso,
Inc., was procured by fraud and should be revoked by the court.
The defendants -- the Plan Proponents -- filed a motion for
summary judgment.

On Wednesday, Bankruptcy Judge S. Martin Teel, Jr., said the
motion for summary judgment cannot be granted because doing so
"would require the court to act as a finder of fact to resolve
several genuine factual issues."  According to Judge Teel, the
parties present conflicting accounting records with respect to the
repayment of Ellipso's loan to David Castiel and the repayment by
Ellipso of expenses advanced by Mr. Castiel.  Mr. Page's claim
relies on the "DC Advance Balances.xls" file and the defendants
rely on Exhibits A and B to Mr. Castiel's proof of claim (Claim
No. 14-4 on the Claims Register).  These conflicting accounting
records are at the heart of the dispute over whether Mr. Castiel
is indebted to Ellipso, and the record does not resolve which
document provides the more accurate accounting.

The Plan Proponents also set forth as an undisputed material fact
that the Court has previously found that Mr. Castiel did not
fraudulently conceal financial data during the trial of his proof
of claim because he did not deliberately withhold files from
inclusion on the so-called "Corporate" disk.  However, Judge Teel
said, the issue raised by Mr. Page's claim of fraud is whether Mr.
Castiel knew about the discrepancy in his loan repayment (if such
discrepancy is found to exist) at the time the disclosure
statement for the joint plan of reorganization was filed, not at
the time of the trial on Mr. Castiel's claim.  Judge Teel said
sorting out what Mr. Castiel knew and when he knew it is a
material factual dispute and determination of the issue is
necessary for adjudication of the claim of fraud.

The lawsuit is, JOHN H. PAGE, Plaintiff, v. DAVID CASTIEL, et al.,
Defendants, Adv. Proc. No. 12-10026 (Bankr. D.D.C.).  A copy of
the Court's Aug. 8, 2012 Memorandum Decision and Order is
available at http://is.gd/xhOzHXfrom Leagle.com.

                        About Ellipso Inc.

Ellipso, Inc. is a privately held communications satellite system
design company, now in bankruptcy.  Ellipso's subsidiaries include
Mobile Communications Holdings, Inc., ESBH, Inc., and Virtual
Geosatellite, LLC.  Through these subsidiaries, Ellipso has
compiled this portfolio of intellectual property for various
communications satellite systems and high performance technology.
Utilizing unique and patented elliptical orbits, the systems were
intended to provide low cost voice, data, facsimile, paging and
geolocational services to subscribers around the world at prices
lower than competing systems.

Ellipso Inc. filed for Chapter 11 bankruptcy (Bankr. D. D.C.
Case No. 09-00148) on Feb. 25, 2009.  Kermit A. Rosenberg, Esq.,
at Tighe Patton Armstrong Teasdale, PLLC -- now Butzel, Long,
Tighe, Patton -- in Washington, DC, served as the Debtor's
counsel.  In its petition, the Debtor estimated under $50,000 in
assets and $1 million to $10 million in debts.

On Jan. 19, 2010, the Court granted the United States Trustee's
motion and directed the appointment of a chapter 11 trustee.


EMPIRE LAND: CEO Objects to O'Melveny's $1.5MM Deal With Trustee
----------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the CEO of
Empire Land LLC objected Tuesday to a $1.5 million settlement the
real estate developer's bankruptcy trustee and O'Melveny & Myers
LLP reached late last month, saying the deal would prejudice him
in a related suit.

Bankruptcy Law360 says Empire CEO James P. Previti, his current
company Empire Partners Inc. and other Empire officers asked a
California federal judge to deny a motion for approval from
Empire's Chapter 7 trustee Richard Diamond and O'Melveny.

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.  The company
and seven of its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No.08-14592) on April 25, 2008.
James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 16 has appointed three creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.  Empire Land estimated assets and debts between
$100 million to $500 million.


EMPIRE LAND: Execs' D&O Suit Against National Union Dismissed
-------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that National Union Fire
Insurance Co. of Pittsburgh, Pa., won its bid Tuesday to end a
suit brought by principals of Empire Land LLC that sought defense
costs under a directors and officers policy for a slew of actions
in Empire Land's bankruptcy proceedings.

U.S. District Judge Dean D. Pregerson granted National Union's
motion to dismiss the suit and vacated the plaintiffs' motion for
summary judgment in the coverage case, finding they had failed to
follow the requirements for suing National Union, Bankruptcy
Law360 says.

                         About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops
communities and other land construction projects located in
California and Arizona.

The company and seven of its affiliates filed for Chapter 11
protection (Bankr. C.D. Calif. Lead Case No.08-14592) on April 25,
2008.  The company owned at least 11,800 lost in 14 separate land
projects as of the Chapter 11 filing.  Empire Land estimated
assets and debts between $100 million to $500 million.

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP, serves
as counsel to the Debtors.  The Official Committee of Unsecured
Creditors selected Landau & Berger LLP as its general bankruptcy
counsel.


ENERGY FUTURE: Moody's Cuts CFR to 'Caa3'; Outlook Remains Neg.
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Energy Future Holdings Corp (EFH) to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating. The rating outlook remains
negative. In addition, Moody's downgraded the senior secured
rating of Oncor Electric Delivery Company (Oncor) to Baa2 from
Baa1. Oncor's rating outlook remains negative.

At the same time, Moody's assigned a Caa3 rating (LGD4 58%) to
Energy Future Intermediate Holding Company's (EFIH) new $250
million senior secured notes due 2017 and $500 million senior
secured second lien notes due 2022.

The ratings for EFH, its subsidiaries and individual debt
instruments are derived from the Caa3 CFR, with the exception of
Oncor due to its ring fence type provisions. Individual instrument
ratings and Loss Given Default (LGD) assessments are included at
the end of this press release.

Ratings Rationale

The downgrade of EFH's CFR to Caa3 from Caa2 reflects the
company's financial distress and limited financial flexibility.
EFH's capital structure is complex and, in Moody's opinion,
untenable which calls into question the sustainability of the
business model and expected duration of its liquidity reserves.
Moody's expects material balance sheet restructuring within the
next 12 to 18 months. For the latest twelve months ended June
2012, EFH's ratio of cash flow to debt is approximately 1% and is
expected to remain near this level for the foreseeable future.

EFH's unregulated subsidiary, Texas Competitive Electric Holdings
Company LLC (TCEH), is the principal driver behind EFH's cash
flows. TCEH's coal fired generation fleet requires a material
amount of capital investment to comply with more stringent
environmental mandates, and low natural gas prices have displaced
a sizeable portion of expected generation volumes. Moody's
estimated valuation of TCEH has fallen to approximately $15 - $20
billion, which suggests sizeable impairments for lenders,
including the TCEH senior secured first lien lenders. In Moody's
opinion, this level of impairment suggests the potential for a
more contentious restructuring process which, in turn, raises the
risk of contagion across the entire EFH family, including Oncor.

Moody's sees a strong correlation between the default probability
of EFH, Energy Future Competitive Holdings (EFCH), EFIH and TCEH.
As a result, the primary rating drivers for EFH and EFIH are
heavily influenced by TCEH. That said, with the expected
elimination of the intercompany note that EFH owes to TCEH,
Moody's sees a stronger case of credit separateness.

The negative outlook for EFH reflects a sustained period of low
natural gas prices which will keep EFH's cash flows depressed and
potentially create further large goodwill impairments. Moody's
also sees declining volumes and an increase in operating costs and
capital investment needs. The likelihood of some form of
restructuring will continue to increase, absent a shift in market
fundamentals.

RATINGS RATIONALE -- ONCOR

The downgrade of Oncor's senior secured debt to Baa2 from Baa1
reflects two primary issues, both of which are beyond Oncor's and
its principal regulator, the Public Utility Commission of Texas'
(PUCT), control. The first issue is the rising contagion risk
exposure that Oncor has with its majority owner-parent, EFH. As
the risk of a contentious restructuring increases at EFH and TCEH,
Oncor will be exposed, at a minimum, to some level of contagion.
Approximately one-third of Oncor's revenues are associated with
its affiliate, TXU Energy, and Oncor reports roughly $159 million
of receivables from TCEH. In addition, as an 80% owned subsidiary,
Oncor remains exposed to various consolidated corporate services,
such as EFH's tax systems. That said, Moody's notes that EFH's
recent decision to terminate its non-union pension fund serves to
incrementally insulate Oncor from that specific contagion risk.

The second issue is EFH's indirect leveraging of Oncor's implied
equity value, which will approximate $5.8 billion with the recent
issuance of new EFIH securities (see below). Despite the ring
fence provisions, EFH has utilized its equity in Oncor as a
primary source of liquidity over the past few years. Moody's notes
that this financing structure does not benefit Oncor, but rather
benefits EFH and TCEH as it transfers debt originally raised at
the EFH and TCEH levels and refinances it at the parent level of
Oncor.

As the pledged equity in Oncor approaches the high end of Moody's
estimated valuation range, Moody's sees EFIH's intermediate parent
holding company debt as a source of permanent leverage for Oncor,
since Oncor is the only cash flow generating subsidiary of EFIH.
Over the next few years, Moody's calculates annual cash flow of
roughly $1.5 billion for Oncor. This results in a ratio of cash
flow to debt approaching the 10% threshold, by including the debt
of EFIH and EFH in the denominator, which is more indicative of a
Baa2 senior secured rating, after taking into account the lower
business risk profile associated with being a transmission and
distribution (T&D) utility in a supportive regulatory environment.

Absent the contagion risk exposure and indirect leveraging of its
equity, Oncor is viewed as a fundamentally strong T&D utility,
with good growth prospects and a supportive regulatory
environment. On a stand-alone basis, Oncor would likely be rated
at least A3 senior secured, similar to CenterPoint Energy Houston
Electric (A3 senior secured), its most comparable peer.

Oncor's negative rating outlook reflects the contagion risks
associated with the rising probability that its parent will need
to restructure. As EFH's most valuable asset, Oncor will attract a
significant amount of attention from various creditor classes. For
now, Moody's continues to incorporate a view that Oncor will
remain insulated from its parent's financial distress, thanks to
its ring fence type provisions and regulatory oversight. Moody's
incorporates a view that EFH, Oncor and the PUCT are most
interested in avoiding any testing by a bankruptcy court as to the
strength of the ring fence's provisions.

Oncor's negative rating outlook will remain in place until EFH's
restructuring program is completed and more clarity is available
with regards to what that potential restructuring might entail. On
Aug. 9, Moody's thinks it would be unlikely that Oncor's senior
secured rating would fall below the investment grade category.

EFIH's SENIOR SECURED NOTES DUE 2017 AND SENIOR SECURED SECOND
LIEN NOTES DUE 2022

EFIH's senior secured notes due 2017 and senior secured second
lien notes due 2022 are assigned a Caa3 (LGD4, 58%) rating. These
ratings are primarily derived from EFH's Caa3 CFR and Moody's LGD
methodology, but Moody's notes that any recovery value, in the
event of a default, would ultimately be derived from the value of
Oncor although Oncor remains outside of Moody's EFH CFR because of
its ring fence type provisions. Depending on how EFH might
approach any potential restructuring activity, a new CFR could be
assigned which excludes TCEH. Under this hypothetical scenario,
EFIH's ratings would likely be upgraded by several notches.

EFIH currently owns approximately $4.5 billion of EFH and TCEH
debt securities, comprising roughly one-third of its balance
sheet. The other two-thirds of EFIH's balance sheet is comprised
of EFIH's ownership interests in Oncor Electric Holdings Company
LLC (Oncor Holdings), which owns roughly 80% of Oncor.

EFIH's ownership interest in Oncor Holdings has been pledged as
collateral for approximately $5.8 billion (principal amount) in
debt securities, which includes the issuance. Of this total
amount, approximately $3.7 billion is secured on a first lien
basis, with another approximately $2.1 billion secured on a second
lien basis. On Aug. 9, Moody's estimates the value of Oncor
Holdings at approximately $5.5 - $6.0 billion, which implies a
total equity value of Oncor, including its 20% minority owners, of
approximately $7 - $7.5 billion. In Moody's opinion, this
valuation incorporates premium multiples of book value, net income
and EBITDA.

If, in a restructuring, the EFIH lenders foreclosed on the
collateral, Moody's sees reasonably good recovery for both of
EFIH's first lien and second lien securities, but Moody's also
notes that any change of control at Oncor would require the
approval of the PUCT. Since the PUCT's approval would undoubtedly
consider the public interest, the timing associated with achieving
such an approval is uncertain, notwithstanding the PUCT's
established guidelines on regulatory decisions. This potential
regulatory uncertainty could affect the timing of recovery.

LIQUIDITY

EFH's Speculative Grade Liquidity rating is SGL-4. Moody's expects
the company to continue to produce negative free cash flow over
the next few years, due to a sustained period of low natural gas
and power prices and higher capital expenditures as TCEH brings
its coal-fired generation fleet into compliance with new, more
stringent environmental regulations.

Liquidity is primarily supported by EFH's cash, which Moody's
estimates is approximately $1.1 billion as of June 30, 2012.
Liquidity is also supported by TCEH, which has a $2.1 billion
revolver ($0.645 billion of which expires in October 2013 and $1.4
billion of which expires in October 2016); a $1.06 billion special
LC facility ($1.02 billion of which expires in October 2017) and
an unlimited commodity collateral posting facility (expiring in
December 2012). All of these liquidity facilities are senior
secured and backed by the same collateral package associated with
the approximately $20 billion secured first lien term loan
facilities.

The revolving credit facilities have roughly $1.9 billion
available, which combined with the $1.1 billion in cash equates to
$3.0 billion in available liquidity. For the twelve months ended
June 2012, cash flow from operations has fallen to roughly $710
million while capital expenditures, which includes nuclear fuel,
was $797 million, leaving EFH with negative free cash flow of $87
million. While Moody's sees only modest scheduled debt maturities
over the next twelve months of roughly $100 million, Moody's does
see some liquidity risks with the approximately $1 billion of
margin deposits received from counterparties that are included in
EFH's cash balance. With respect to over-the-counter transactions,
counterparties generally have the right to substitute letters of
credit for such cash collateral. In such event, the cash
collateral previously posted would be returned to such
counterparties thereby reducing liquidity. Additionally, in the
event of a reversal of mark to market gains, which would be
triggered by an increase in gas prices, these margin deposits
would also be returned to counterparties. Despite these risks,
collateral deposits are being used for working capital and other
corporate purposes including reducing short-term borrowings under
credit facilities. EFH has effectively monetized and utilized for
liquidity purposes $1 billion of its unrealized commodity gains so
EFH's liquidity runway might be shorter than it first appears.

The TCEH revolving credit facility includes a maintenance
covenant, secured debt to adjusted EBITDA of 8.0x, which was reset
as part of the April 2011 amend and extend transaction. But based
on its projections, Moody's sees a rising risk of a covenant
breach in the first 6 months of 2013, absent an improvement in
market conditions for TCEH. This would represent a material credit
negative for EFH because maintaining liquidity is critical for the
company's business plan. In addition, the adverse market
conditions, sizeable maturity profile beginning in 2014 and the
potential for a covenant breach raises questions as to whether EFH
will attain a going concern opinion from the auditors in early
2013. With a going concern opinion, EFH would lose access to
TCEH's revolving credit facility.

The ratings for EFH, TCEH and EFIH's individual securities were
determined using Moody's Loss Given Default (LGD) methodology.
Based on EFH's Caa3 CFR and Caa3 PDR, and based strictly on the
priority of claims within those entities, the LGD model would
suggest a rating of Ca for TCEH's senior secured second lien and
EFIH's senior secured and senior secured second lien debt
securities. The Caa3 rating assigned to TCEH's senior secured
first lien and EFIH's senior secured first and second lien debt
securities reflects the fact that the holders of these securities
will benefit primarily from their security interests of TCEH's
assets and subsidiaries and Oncor Holdings equity in Oncor,
respectively.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009 and Regulated
Electric and Gas Utilities published in August 2009.

Ratings affirmed:

EFH's Caa3 Probability of Default Rating

EFH's SGL-4 Speculative Grade Liquidity Rating

Ratings assigned:

EFIH's Caa3 (LGD4 58%) $250 million senior secured notes due 2017

EFIH's Caa3 (LGD4 58%) $500 million senior secured second lien
notes due 2022

Ratings downgraded:

Issuer: Energy Future Holdings Corp

Corporate Family Rating: Caa3 from Caa2

Senior secured notes: Caa3 (LGD4 58%) from Caa3 (LGD4 62%)

Senior unsecured guaranteed notes: Ca (LGD6 92%) from Ca, (LGD5,
81%)

Senior unsecured legacy notes: Ca (LGD6 96%) from Ca (LGD5, 85%)

Issuer: Energy Future Intermediate Holding Company LLC

Senior secured notes: Caa3 (LGD4, 58%), from Caa3 (LGD4, 62%)

Senior secured second lien notes: Caa3 (LGD4, 58%), from Caa3
(LGD4, 62%)

Issuer: Texas Competitive Electric Holdings

Senior secured first lien: Caa1 (LGD2, 26%), from B2 (LGD2, 15%)

Senior secured second lien: Caa3 (LGD4, 58%), from Caa3 (LGD3,
44%)

Senior unsecured guaranteed notes: Ca (LGD5, 82%), from Caa3
(LGD4, 62%)

Senior unsecured pollution control legacy notes: Ca (LGD6, 94%),
from Ca (LGD4, 62%)

Issuer: Oncor Electric Delivery Company

Senior secured: Baa2, from Baa1


EPICEPT CORP: Reports $2.9 Million Net Income in 2nd Quarter
------------------------------------------------------------
EpiCept Corporation reported net income of $2.95 million on
$6.60 million of total net revenues for the three months ended
June 30, 2012, compared with a net loss of $4.34 million on
$224,000 of total net revenues for the same period during the
prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $569,000 on $6.84 million of total net revenues, compared
to a net loss of $6.80 million on $462,000 of total net revenues
for the same period a year ago.

EpiCept had $4.8 million in cash and cash equivalents as of
June 30, 2012.

"EpiCept achieved an important strategic goal during the second
quarter of 2012 by completing the sale of our rights to Ceplene
for Europe and several Asia Pacific countries to Meda," remarked
Jack Talley, president and chief executive officer.  "We pursued
this course of action after concluding that for at least the next
several years Ceplene is unlikely to generate sufficient revenue
for us to fund the ongoing post-approval trial and the
requirements for product manufacturing.  By completing the
transaction with Meda we not only received cash to help fund our
ongoing operations, but we also freed ourselves of millions of
dollars of future Ceplene obligations that we would have had to
fund via additional debt or equity financing.  Additionally we
have implemented several initiatives in terms of reduced head
count and other operating activities to reduce our cash burn as
evidenced in the year to year comparisons."

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

                        http://is.gd/8RbO4Z

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at March 31, 2012, showed $6.16
million in total assets, $23.30 million in total liabilities and a
$17.14 million total stockholders' deficit.


ESSENTIAL POWER: Moody's Maintains 'B2' Rating on $565MM Notes
--------------------------------------------------------------
Moody's Investors Service maintains the Ba2 rating on Essential
Power, LLC's issuance of a new $565 million first lien senior
secured term loan due 2019 and a new $100 million revolving credit
facility due 2017. At the same time, Moody's maintains the
existing Ba3 rating on the second lien notes. The outlook is
stable.

Rating Rationale

This transaction represents a refinancing of the existing 1st and
2nd line debt into a new 1st lien senior secured facility. Moody's
had announced in its press release dated July 18, 2012, that at
the closing of the new 1st lien senior secured term financing,
Moody's expected to withdraw the ratings on Essential Power's
existing 1st and 2nd lien debt. As it happens, a small portion of
the existing $205 million second lien notes will remain
outstanding until they can be called, which is expected to occur
in June 2013. Therefore, Moody's will continue to maintain the Ba3
rating until all the notes have been redeemed, and the rating can
be withdrawn.

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

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


FANNIE MAE: Reports $2.2 Billion Net Income in Second Quarter
-------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to common stockholders of
$2.18 billion on $33.17 billion of total interest income for the
three months ended June 30, 2012, compared with a net loss
attributable to common stockholders of $5.17 billion on
$36.77 billion of total interest income for the same period a year
ago.

The Company reported net income attributable to common
stockholders of $2.08 billion on $66.95 billion of total interest
income for the six months ended June 30, 2012, compared with a net
loss attributable to common stockholders of $13.86 billion on
$73.88 billion of total interest income for the same period during
the prior year.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.

"Better market conditions and our actions to strengthen Fannie
Mae's new business and limit losses from the company's legacy
business contributed to positive second-quarter results," said
Timothy J. Mayopoulos, president and chief executive officer.
"While it is too early to declare a national housing recovery, and
our results for the second half of 2012 may not be as strong as
the first half, we expect our financial results in 2012 to be
substantially better than the past few years.  With our high-
quality new book of business and diminishing legacy expenses,
Fannie Mae has strong potential earnings power that can deliver
considerable value to taxpayers over the long term."

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

                         http://is.gd/kA3G23

                           About Fannie Mae

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

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

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

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


FERGUSON FIBERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ferguson Fibers, Inc.
        P.O. Box 116
        Linwood, NC 27299

Bankruptcy Case No.: 12-51129

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Thomas W. Waldrep, Jr.

Debtor's Counsel: William Pete Ray Bradley, Esq.
                  1422 S. Main Street
                  P.O. Box 1527
                  High Point, NC 27261
                  Tel: (336) 885-2615
                  E-mail: pbradley@triadbiz.rr.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ncmb12-51129.pdf

The petition was signed by John Ferguson, Jr., president.


FIRST PROPERTIES: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: First Properties, Inc.
        P.O. Box 429
        Bethlehem, GA 30620

Bankruptcy Case No.: 12-69877

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.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 six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ganb12-69877.pdf

The petition was signed by Glenn D. Chatham, president.


FTMI REAL ESTATE: Lenox on The Lake in Chapter 11
-------------------------------------------------
FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.

The LENOX -- http://www.thelenox.com-- is South Florida's, newest
state-of-the-art Assisted Living and Memory Care community, which
has a serene lakeside setting and wonderful waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FTMI REAL ESTATE: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: FTMI Real Estate, LLC
        6700 W. Commercial Boulevard
        Lauderhill, FL 33319

Bankruptcy Case No.: 12-29214

Affiliate that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
FTMI Operator LLC                     12-29215

Chapter 11 Petition Date: August 10, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

About the Debtors: FTMI Operator operates a health care business
                   The Lenox on The Lake.  The LENOX --
                   http://www.thelenox.com-- is South Florida's,
                   newest state-of-the-art Assisted Living and
                   Memory Care community, which has a serene
                   lakeside setting and wonderful waterfront
                   vistas.

                   FTMI Real Estate, a single asset real estate
                   under 11 U.S.C. Sec. 101(51B), owns The Lenox
                   on The Lake facilities at 6700 Commercial
                   Boulevard, in Lauderhill, Florida valued at
                   $13 million.  Secretary of Housing Urban
                   Development has a $25.87 million claim secured
                   by the property.

Debtors' Counsel: Thomas L. Abrams, Esq.
                  GAMBERG & ABRAMS
                  1776 N. Pine Island Road, #309
                  Plantation, FL 33322
                  Tel: (954) 523-0900
                  E-mail: tabrams@tabramslaw.com

FTMI Real Estate's
Scheduled Assets: $19,637,696

FTMI Real Estate's
Scheduled Liabilities: $112,000

FTMI Operator's
Scheduled Assets: $19,637,696

FTMI Operator's
Scheduled Liabilities: $31,980,000

The petitions were signed by Jamie Harris, vice president.

FTMI Real Estate's List of Its Six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Secretary of Housing Urban         Real Estate         $25,868,002
Development of Washington DC
451 Seventh Street SW
Washington, DC 20410

Lazer Aptheker Rosella Yedid PC    FTMI Holdings -         $76,652
225 Old County Rd                  Legal Services
Melville, NY 11747                 2006

Holland & Knight LLP               Promissory Note         $20,239
11050 Lake Underhill Road, Suite 864084
Orlando, FL 32825-5016

Pistorino & Alam Consulting        Complaint Pending       $15,285

Pistorino & Alam Consulting        Claim for Services      $15,249

Roger Towers PA                    Legal Services 2006     $15,000


GB ENTERPRISES: Owners' Interest Transferred to Receiver
--------------------------------------------------------
AllAccess News reports that Martin Santos' 100% interest in GB
Enterprises Communications Corp., licensee of Regional Mexican
WHNR-A/CYPRESS GARDENS, FL, is being involuntarily transferred to
receiver George R. Reed.  Mr. Reed was appointed by FLORIDA's 10th
District Circuit Court, according to AllAccess News.


GENE CHARLES: Trust Files for Ch. 11 in West Virginia
-----------------------------------------------------
A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine has sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.

Gene Charles Valentine Trust said in court filings that it owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

On the Petition Date, the Debtor filed motions to (i) extend the
deadline to file schedules of assets and liabilities and statement
of financial affairs until Sept. 10, and (ii) employ Mazur Kraemer
Law Inc., in Weirton, as bankruptcy counsel.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with over 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.


GENE CHARLES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gene Charles Valentine Trust
        dba Gene Charles Valentine Living Trust
        P.O. Box 31
        Wellsburg, WV 26070

Bankruptcy Case No.: 12-01078

Chapter 11 Petition Date: August 9, 2012

Court: U.S. Bankruptcy Court
       Northern District of West Virginia (Wheeling)

Judge: Patrick M. Flatley

About the Debtor: Gene Charles Valentine Trust said in court
                  filings that it owns commercial and real estate
                  properties in West Virginia, as well as the
                  Financial West Group, the Peace Point Equestrian
                  Center and the Aspen Manor.

Debtor's Counsel: Salene Rae Mazur Kraemer, Esq.
                  MAZUR KRAEMER LAW INC.
                  3205 Pennsylvania Avenue, Suite B
                  Weirton, WV 26062
                  Tel: (304) 300-0593
                  Fax: (888) 718-6752
                  E-mail: salene@mazurkraemer.com

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

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

The petition was signed by Gene Charles Valentine, trustee.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gulf Coast Bank and Trust Company  Lots                 $4,800,000
200 St. Charles Avenue
New Orleans, LA 70130-2997

Catholic Financial Life            Aspen Manor          $1,532,925
P.O. Box 349                       Faciity
Milwaukee, WI 53201-0349

Main Street Bank                   Bar IAGO               $526,351
2001 Main Street
Wheeling, WV 26003

Gulf Coast Bank and Trust Company  Lots                   $500,000
200 St. Charles Avenue
New Orleans, LA 70130-2997

United States Treasury             Federal Income         $310,000
P.O. Box 970011                    Taxes
Saint Louis, MO 63197-0011

First National Bank                Loan                   $134,260

Cassidy, Meyers, Cogan & Voegelin  Legal Services          $62,175

Richard McCreary                   Lots                    $59,002

First National Bank                Loan                    $44,738

Jim Davis & Shirley Oakes          Loan                    $35,289

Mark Bergeron                      Parcel B43 0051         $26,958

WV State Tax Department            2011 Est. State          $1,000
                                   Income Tax Owing

Bethany College                    Loan                    Unknown

Bowman Trust                       Litigation              Unknown

Claimant Maroko                    Litigation              Unknown

Joseph Tobias                      Litigation              Unknown

Marietta Bowman                    Litigation              Unknown

Marion Dance                       Litigation              Unknown

Morris Massry                      Litigation              Unknown

Ronald Sharpe                      Litigation              Unknown


GLOBAL AVIATION: Court Approves Key Employee Retention Plan
-----------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court Eastern
District of New York, according to a Court decision, approved
Global Aviation Holdings Inc., et al.'s key employee retention
plan.

Judge Craig stated that the KERP employees are not insiders of the
Debtors, and the proposed bonuses to the KERP Employees are
justified by the facts and circumstances of the case.

As reported in the Troubled Company Reporter on June 19, 2012, the
Debtor filed a motion for approval to implement a non-insider key
employee retention plan for five Section 119 employees.

According to the motion, the participants play a critical role in
complying with the safety, mechanical and operational standards
necessary to run the day-to-day approved systems and programs
supporting the operations of North American Airlines.  The
payments will be structured as a percentage, ranging from 15% to
30%, of the KERP participant's base salary and will be earned and
payable upon relocating operational control of North American. If
the Debtors successfully relocate North American Airlines'
operations, the maximum aggregate amount payable under the KERP
will be $137,031.

The Debtors sought Court approval of the KERP under which the
Debtors would pay bonuses to five employees of North American:

   1) the director of safety;
   2) the vice president of operations;
   3) the chief pilot;
   4) the senior director of maintenance; and
   5) the chief inspector.

The proposed bonus payments under the KERP are structured as a
percentage of each KERP Employee's base salary and in accordance
with the Debtors' prepetition annual bonus plan.  The proposed
payouts are intended to ensure that each of the KERP employees
remains with the Debtors through the relocation of North
American's operations to Peachtree City.  The amount of the bonus
that each KERP employee will receive upon the approval by the
Federal Aviation Administration of the transfer of North
American's operations to Georgia:

   1. director of safety: $18,050
   2. vice president, flight operations: $50,696
   3. chief pilot: $29,355
   4. senior director of maintenance: $15,750
   5. director, quality assurance and projects: $23,180

In the aggregate, the Debtors will pay the KERP Employees bonuses
totaling $137,031.

Previously, the U.S. Trustee and the Official Committee of
Unsecured Creditors filed objections to the motion, arguing that
the Debtors are improperly seeking to pay bonuses (i) to insiders
without satisfying the requirements set forth in Section 503(c)(1)
or (ii) to the extent the KERP recipients are non-insiders,
without establishing that the proposed bonus payments are
"justified by the facts and circumstances of the case" as required
by Section 503(c)(3).

                    About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLOBAL INVESTMENT HOUSE: Kuwaiti Firm Unveils Debt-for-Equity Swap
------------------------------------------------------------------
Reuters reports that Kuwaiti investment firm Global Investment
House is undergoing its second debt restructuring in three years
and is seeking shareholders approval for a debt-for-equity swap
which if approved will see creditors own 70% of the company.

According to Reuters, under the proposal, to be put to
shareholders at a September 2 meeting, Global will offer 122.2
million dinars ($432.9 million) of new shares to creditors, it
said in a statement posted on the Dubai stock exchange.  The
outstanding debt amount not met by the swap will be covered by the
transfer of assets from Global to a special purpose vehicle which
will be controlled by creditors.

Reuters notes that while debt-for-equity is a common tool in the
West, it has not found favor in the Middle East as both local and
international banks have been reluctant to take stakes in local
companies; instead, most deals have involved extending the
maturity of debt to allow for companies to sell assets once values
have recovered.

According to the report Global, which counts the governments of
Kuwait and Dubai as major shareholders, asked bank creditors in
September to suspend payments on a $1.7 billion plan agreed in
2009.  In June, bank creditors approved a further repayment delay
of principal and interest to November from June, with a one-month
extension also available at the discretion of lenders, to allow
for a debt deal to be agreed upon.

Reuters says the announcement came days after holders of Global
bonds worth 95 million dinars assented to a delay in repayment to
December from June.  According to the report, the meeting will
also seek the nod to write off accumulated losses worth 31.1
million dinars against its current share premium and a further
77.1 million dinars against its existing paid-up capital, Global
said.


GOSHEN GLOBAL: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Goshen Global Group, LLC
        1920 Enchanted Way
        Grapevine, TX 76051

Bankruptcy Case No.: 12-44516

Chapter 11 Petition Date: August 7, 2012

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

Judge: Russell F. Nelms

Debtor's Counsel: Warren V. Norred, Esq.
                  LAW OFFICE OF WARREN NORRED
                  200 E. Abram, Suite 300
                  Arlington, TX 76010
                  Tel: (817) 704-3984
                  Fax: (817) 549-0161
                  E-mail: wnorred@norredlaw.com

Scheduled Assets: $1,300,000

Scheduled Liabilities: $1,877,517

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-44516.pdf

The petition was signed by Olusola Osundeko, manager.


GRATON ECONOMIC: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to Graton Economic
Development Authority. Moody's also assigned a B3 rating to the
Authority's proposed $375 million senior secured credit facilities
and $450 million senior secured notes. The rating outlook is
stable. The ratings and outlook were assigned subject to Moody's
review of final terms and conditions.

The proceeds from the senior secured credit facilities and senior
secured notes will be used to fund the design, development and
construction of a full scale casino development project located in
Rohnert Park, CA. The Authority has entered into a development and
management agreement with Station Casinos LLC (B3, stable), an
independent casino development and management company that will be
responsible for the development, opening, and ongoing operation of
Graton's casino, which is scheduled to open in the fourth quarter
of 2013. A portion of the proceeds from the financing will be used
to repay approximately $175 million of $248 million Station's
management loan of for accrued pre-development costs related to
the Graton's project.

Ratings assigned:

Corporate Family Rating at B3

Probability of Default Rating at B3

$25 million senior secured revolving credit facility due 2017 at
B3 (LGD3, 43%)

$350 million senior secured term loan due 2018 at B3 (LGD3,45%)

$450 million senior secured notes due 2019 at B3 (LGD3,45%)

RATINGS RATIONALE

The B3 corporate family rating reflects the construction and ramp
up risks related to the Authority's 100% debt financed ground-up
development plan, as well as the small size and single asset
profile of the casino project once it becomes operational. The
rating also takes into account competition from several large
casinos already operating in Graton's primary market area,
although the project's advantageous location helps partially
mitigate this risk. Other rating constraints include the project's
exposure to on-going litigation regarding the compact and land-
into-trust status, as well all other credit risks that are common
to Native American gaming issuers, including uncertainty as to
enforceability of lender's claims in bankruptcy or liquidation.

Positive ratings consideration is given to the proposed casino's
strategic location -- once completed, the project will be the
closest Class III gaming facility to the San Francisco Bay area.
Favorable market demographics will also likely support the ramp up
of the casino, and the project has adequate liquidity to support
completion and ramp-up costs. Moody's expects debt/(EBITDA-tribal
distribution) by year end 2014 to be approximately 4.0x and
EBIT/Interest to be 1.8x.

Graton faces risks associated with cost-over runs and timely
completion, particularly in light of the rainy season in the area
typically between October and April that could delay or slow
construction progress. However, the Authority's adequate liquidity
will mitigate some of these risks. For example, the construction
budget contains a 20 month interest reserve versus a 15 months
expected construction period, as well as a $45 million
contingency. In addition, approximately 80% of hard costs are
subject to a guaranteed maximum price under the construction
contract with the general contractor, and all hard cost underthe
general contract will be covered by a Subguard insurance policy.

The stable outlook is based on Moody's expectation that Graton
will have sufficient funds to complete construction, including an
additional reserve to cover five months of interest and a
contingency reserve for approximately 19% of construction hard
costs. The outlook also anticipates that Graton's attractive
location and market characteristics will likely provide enough
customer traffic and demand for the project to generate positive
free cash flow and maintain debt/EBITDA at or below 4.0x post
completion. Additionally, while recognizing the on-going
litigation risk, the stable outlook does not anticipate material
adverse impact from the litigation in the near term that could
derail the casino project.

Ratings could be lowered if the project experiences significant
cost over-runs or construction delays. Beyond the construction
period, ratings could be downgraded if the ramp-up performance of
Graton's casino is well below Moody's expectations. In addition,
the ratings could be pressured if the validity of the compact or
land-in-trust status is called into question, resulting in
potential disruption to or the cessation of the casino's
development or operations.

Ratings improvement is limited at this time given the need to
complete the construction and ramp-up of a full scale casino.
However, Graton's ratings can improve over time if it appears that
the new casino can generate and sustain EBITDA above $225 million
after its first year of full operation and if there is a high
likelihood that debt/(EBITDA-tribal distribution) will fall well
below 4.0x.

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

The Graton Economic Development Authority (the ''Authority'') is a
wholly owned, unincorporated governmental instrumentality of the
Federated Indians of Graton Rancheria (the ''Tribe''), a federally
recognized Indian tribe. The Authority was formed in July 2012 to
develop and operate a casino and entertainment facility located in
Sonoma County, approximately 43 miles north of San Francisco,
California, to be known as the Graton Resort & Casino.


GULFCOAST IRREVOCABLE: Files for Ch. 11 in Puerto Rico
------------------------------------------------------
Three business trusts owned by Michael J. Scarfia filed for
Chapter 11 protection in Old San Juan, Puerto, Rico on Aug. 10,
2012.

One of the filers, Gulfcoast Irrevocable Trust, estimated under
$10 million in assets but more than $100 million in debts in its
bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 12-06338).

An affiliate, Sabana Del Palmar, Inc., which owns Mirabella
Village & Club, filed a Chapter 11 petition (Bankr. D.P.R. Case
No. 12-06177) on Aug. 5, 2012.


GULFCOAST IRREVOCABLE: Case Summary & 9 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Gulfcoast Irrevocable Trust
        1079 Cephas Drive
        Clearwater, FL 33765

Bankruptcy Case No.: 12-06338

Affiliates that simultaneously filed for Chapter 11:

  Debtor                             Case No.
  ------                             --------
Gulfcoast Irrevocable Trust XIV      12-06339
Gulfcoast Irrevocable Trust XIX      12-06340

Chapter 11 Petition Date: August 10, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

                        Scheduled Assets    Scheduled Liabilities
                        ----------------    ---------------------
Gulfcoast Trust             $5,481,481            $104,488,378
Gulfcoast Trust XIV                 $0             $51,744,301

The petitions were signed by Michael J. Scarfia, trustee.

Affiliates that previously sought Chapter 11 protection:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
MJS Las Croabas Properties, Inc.       12-05710   07/19/12
Sabana del Palmar, Inc.                12-06177   08/05/12

A. Gulfcoast Irrevocable's List of Its Nine Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FDIC/Real Estate Capital           Guarantor          $32,002,112
Key Bank
11501 Outlook St., Suite
Overlands, KS 66211

FDIC/Real Estate Capital           Guarantor          $20,452,186
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

FDIC/Real Estate Capital           Guarantor          $16,887,089
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

FDIC/Real Estate Capital           Guarantor          $14,653,274
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

Banco Popular De PR                Guarantor          $11,490,783
P.O. Box 362708
San Juan, PR 00936-2708

FDIC/Real Estate Capital           Guarantor          $9,002,934
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

Internal Revenue Service           Taxes, Interest    $0
                                   & Penalties

Department of Treasury of PR       Taxes, Interest    $0
                                   & Penalties

CRIM                               Taxes, Interest    $0
                                   & Penalties

B. Gulfcoast Irrevocable Trust XIV's List of Its Six Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
FDIC/Real Estate Capital           Guarantor          $20,203,938
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

FDIC/Real Estate Capital           Guarantor          $16,887,089
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

FDIC/Real Estate Capital           Guarantor          $14,653,274
Key Bank
11501 Outlook St., Suite
Overland, KS 66211

Internal Revenue Service           Taxes, Interest    $0
                                   & Penalties

Department of Treasury of PR       Taxes, Interest    $0
                                   & Penalties

CRIM                               Taxes, Interest    $0
                                   & Penalties


HARPER BRUSH: Wants to Incur $1.2MM to Purchase Raw Materials
-------------------------------------------------------------
Harper Brush Works, Inc. in an amended motion asks the U.S.
Bankruptcy Court for the Southern District of Iowa for
authorization to enter into a financing facility for an aggregate
principal amount not to exceed $1,200,000 pursuant to the terms
and conditions of a Debtor-in-Possession Credit Agreement, dated
as of July 13, 2012.

UMB Bank, N.A., has only agreed to allow the Debtor to use cash
collateral on very restrictive terms, barely enough to purchase
materials in sufficient quantities to meet customer demand.  The
pool of existing cash collateral dollars is not large enough to
continue operating as a going manufacturing concern.  The Debtor
needs more funds to purchase raw materials in sufficient amounts
to produce additional inventory for sale so it can generate a
profit.

As of the Petition Date, UMB's claims against the Debtor,
exclusive of attorney's fees and costs, was $5,089,448.  In
addition, the Iowa Economic Development Authority's claims against
the Debtor, exclusive of attorney's fees and costs, was $180,000.
Together, the claims of both prepetition secured lenders with
interests in cash collateral total $5,269,445.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders -- and

   -- a superpriority administrative expense claim;

   -- a first priority lien on all unencumbered assets of the
      Debtor;

   -- a junior lien on all encumbered assets of the Debtor; and

   -- a first priority priming lien on all assets of the Debtor,
      subject to certain carve out expenses.

The U.S. Trustee for Region 12 objected to the original motion,
which sought to enter into a financing facility for an amount not
to exceed $2,500,000.   The U.S. Trustee related that despite a
priority first position with an alleged 60% equity cushion for a
loan of only 150 days, the terms of the loan call for an effective
interest rate of 40.92%.  Given the available equity and duration
of the loan, the interest rate is excessive; particularly in light
of the corresponding diminution in value of the assets available
for the unsecured creditors.

UMB Bank, in its objection to the original motion, stated that the
Debtor failed to satisfy the standards for either a priming lien
to obtain the DIP financing or to use cash collateral.

The Official Committee of Unsecured Creditors had also filed an
objection, stating that the proposed debtor-in-possession
financing demands a critical and thorough evaluation.  In the
Committee's view, approval of the DIP facility as proposed will
virtually guarantee the failure of the Debtor's restructuring
efforts and will result in a fire-sale liquidation of the Debtor's
assets at depressed prices.

                     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.

An official committee of unsecured creditors has been appointed in
the case.  The panel is represented by Freeborn & Peters LLP as
general bankruptcy counsel.  The Committee tapped Day Rettig
Peiffer, P.C., as its local counsel, and MorrisAnderson as its
financial advisor.


HARPER BRUSH: Amends List of Largest Unsecured Creditors
--------------------------------------------------------
Harper Brush Works, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Iowa amended list of its largest
unsecured creditors.

Creditors DKM Manufacturing, Inc., Iowa Economic Development
Authority, and HCM Plastics, Inc., which appeared in the original
list, are no longer in the new list.

The list of 20 largest unsecured creditors comprises of:

   Name of Creditor                 Nature of Claim       Amount
   ----------------                 ---------------       ------
Prologis Industrial                 real estate lease    $306,780
17284 W. Commerce Way               buyout and clean up
Tracy, CA 95377                     fees
Tel: (415) 394-9000

Whitley Monahan Handle              Supplier Services    $262,675
P.O. Box 112 3728 Whitley Rd.
Midland NC 28107
Tel: (704) 888-2625

Greenwood International, Inc.       Supplier Services    $195,139

Brush Fibers, Inc.                  Supplier Services    $150,447

WT Industries, Ltd.                 Supplier Services    $126,748

FedEx Freight                       Freight Services     $120,835

Colony Display, Inc.                Supplier Services    $108,427

Fairfield Economic                  Promissory Note      $108,000

Holmes Murphy & Assoc., Inc.        Insurance Services   $102,290

Temp Assoc. - Burlington, Inc.      Temp Agency Services  $96,865

Jones Companies, Ltd.               Supplier Services     $95,609

QAD Inc.                            Computer Services     $86,761

RSM McGladrey, Inc.                 Accounting Services   $71,594

Laufer Group Int. Ltd.              Freight Services      $70,000

SourceCut Industries, Inc.          Supplier Services     $60,450

Pelray International, LLC           Supplier Services     $59,747

Citibest Enterprises                Supplier Services     $54,387

Magentrade International Ltd.*      Trade Debt            $52,011

Quickie*                            Trade Debt            $51,048

Ravi Industries, Ltd.*              Trade Debt            $50,982

* Added to the list of unsecured creditors

                     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.

The U.S. for Region 12, appointed three unsecured creditors to
serve on the Committee of Unsecured Creditors of Harper Brush
Works, Inc.  Freeborn & Peters LLP represents the Committee.


HAWKER BEECHCRAFT: Bank Debt Trades at 28.97% Off
-------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 71.03 cents-on-
the-dollar during the week ended Friday, Aug. 10, a drop of 0.40
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 168 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (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.

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.


HERCULES OFFSHORE: SEC Terminates Investigation, No Action Taken
----------------------------------------------------------------
Hercules Offshore, Inc., received a letter from the Securities and
Exchange Commission notifying the Company that the SEC staff has
completed its investigation into the Company regarding possible
violations of the Foreign Corrupt Practices Act and does not
intend to pursue enforcement action against the Company.  As
previously disclosed, the Company was notified by the SEC and the
Department of Justice in April 2011, that certain of the Company's
activities were under review by the SEC and DOJ with respect to
possible violations of the FCPA in certain international
jurisdictions where the Company conducts operations.

The Company previously disclosed that it received a letter from
the DOJ on April 24, 2012, notifying the Company that the DOJ has
closed its inquiry into the Company regarding possible violations
of the FCPA and does not intend to pursue enforcement action
against the Company.  The DOJ noted that it terminated its
investigation "...based on a number of factors, including, but not
limited to, the thorough investigation undertaken by Hercules and
the steps that Hercules has taken in the past and continues to
take to enhance its compliance program, including efforts to
ensure compliance with the FCPA."

As a result of the termination by the SEC and the prior
termination by the DOJ, there are no open FCPA investigations
against the Company.

                     About Hercules Offshore

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

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

The Company's balance sheet at June 30, 2012, showed $2.04 billion
in total assets, $1.13 billion in total liabilities and $913.21
million in stockholders' equity.

                           *     *     *

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

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

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

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


HOTEL PRINCE CHARLES: Faces Liquidation for Inability to Pay Fees
-----------------------------------------------------------------
Paul Woolverton, staff writer at fayobserver.com, reports that a
bankruptcy administrator has filed a motion asking a judge to have
John Chen, owner of Hotel Prince Charles in Fayetteville, North
Carolina, explain why the Prince Charles bankruptcy case shouldn't
be dismissed or the hotel sold off.

The report notes Mr. Chen has not paid the bankruptcy court a
mandatory quarterly fee.

According to the report, the request didn't state the amount of
the quarterly fee or when it was due.  A Fayetteville bankruptcy
lawyer unaffiliated with the Prince Charles case said the
quarterly fee could be as little as $650 and is used to help pay
the expenses of running the bankruptcy court.

The report relates Mr. Chen put the shuttered hotel in Chapter 11
bankruptcy on April 11 to prevent Fayetteville city officials from
auctioning the property to satisfy a $72,700 fine stemming from
the installation of a vinyl window in violation of the city's
downtown historic district building code.

The report notes, in all, the hotel has about $303,000 in unpaid
taxes, telephone bills, architectural fees, an ironworks bill, and
other expenses, according to court filings.  Mr. Chen's bankruptcy
lawyers likely will be due another $20,000.

Mr. Woolverton says, because of the unpaid quarterly fee, the
bankruptcy administrator is asking to terminate the bankruptcy --
which would put Mr. Chen back on the hook for the debts -- or put
it into Chapter 7, allowing the property to be auctioned to pay
the debts.  Mr. Chen wants to cover the debt with the proceeds
from a $2.4 million settlement from a lawsuit in New York, the
report says, citing court documents.  However, that $2.4 million
settlement is tied up in another lawsuit in North Carolina.  It's
uncertain when or whether Mr. Chen will get that money, the report
adds.

The report relates Mr. Chen has also proposed tearing down the
Prince Charles and selling the property to satisfy the debts.


HURSTBOURNE LANDINGS: Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: Hurstbourne Landings Development Co., LLC
        5804 Lisa Court #5
        Louisville, KY 40291

Bankruptcy Case No.: 12-33560

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David W. Brangers, Esq.
                  436 South 7th Street
                  Louisville, KY 40203
                  Tel: (502) 588-2465
                  Fax: (502) 585-5453
                  E-mail: dbrangers@lawyer.com

Scheduled Assets: $3,554,039

Scheduled Liabilities: $4,803,837

The petition was signed by Darren Brangers, manager/member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Your Community Bank                Property             $4,803,837
101 W. Spring Street
New Albany, IN 47150-0939


IMMUCOR INC: Moody's Affirms 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the ratings of Immucor, Inc.
including the company's B2 Corporate Family Rating. Moody's
assigned a first time Speculative Grade Liquidity rating of SGL-2,
reflecting Moody's expectation for good liquidity over the next
12-18 months. The outlook for the ratings is stable.

Ratings affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2

$400 million Senior Unsecured Notes due 2019, (Caa1, LGD5, 84%)

$600 million Term Loan B due 2018, (Ba3, LGD2, 29%)

$100 million Revolver due 2016, (Ba3, LGD2, 29%)

Speculative Grade Liquidity Rating of SGL-2

The rating outlook is stable.

Ratings Rationale

The B2 Corporate Family Rating is constrained by Immucor's small
absolute size, its limited degree of business diversity, and
significant financial leverage. Moody's believes near-term
deleveraging will be limited due to: flat demand for blood testing
products due to the soft macro-economic environment; higher
expenses related to investments the company is making in R&D and
sales and marketing; and the upcoming medical device tax starting
in 2013. The ratings also reflect a degree of regulatory
uncertainty with respect to the FDA's notice of intent to revoke
("NOIR") Immucor's biologics license. Moody's believes the
likelihood of the FDA revoking Immucor's biologics license is
small due to the vital nature of its products, however escalation
to a consent decree could add additional costs, further pressuring
EBITDA growth.

The ratings are supported by the stable, recurring nature of
Immucor's revenue stream as its growing installed base of closed
system instruments requires the use of Immucor's reagents. The
ratings are also supported by lack of customer concentration,
Immucor's strong market presence in the US and the company's
history of product innovation. The rating also benefits from
strong EBITDA margins, and Moody's expectation for positive free
cash flow in FY2013. While the in-vitro diagnostics blood typing
and screening market is small, it is critical to the healthcare
industry and Immucor benefits as one of the leading players within
the space. Immucor is not exposed to direct government
reimbursement risk.

The SGL-2 rating reflects Moody's expectation for good liquidity
over the next twelve months. Moody's expects the company to
generate positive free cash flow in the range of $30 million over
the next twelve months. The liquidity profile also benefits from
availability under its $100 million revolver and Moody's
expectation for good headroom under the net senior secured
leverage covenant. The company is currently seeking an amendment
from lenders which would reduce its overall interest costs and
remove the maintenance covenant from the term loan. The covenant
would only be tested when the revolver is drawn or there are
letters of credit outstanding.

Given Immucor's small size and very high leverage, Moody's does
not foresee an upgrade in the near-term. However, if the company
were to resolve its FDA uncertainty, sustain debt/EBITDA below 5.0
times and maintain free cash flow to debt above 10%, Moody's could
upgrade the ratings.

If revenue growth fails to accelerate despite continued increased
spending on R&D and sales and marketing such that debt/EBITDA is
expected to remain near current levels, Moody's could downgrade
the ratings. Also, any material negative developments related to
the company's FDA issues could potentially lead to a downgrade of
the ratings.

The principal methodology used in rating Immucor was the Global
Medical Products & Device Industry Methodology published in
October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Immucor, Inc., headquartered in Norcross, Georgia, is a leading
in-vitro diagnostic blood typing and screening company that
develops and manufactures reagents and automated systems used by
hospitals, donor centers and reference laboratories. For the
twelve months ended May 31, 2012, Immucor reported net sales of
approximately $337 million.


IMPERIAL INDUSTRIES: Incurs $732,000 Net Loss in Second Quarter
---------------------------------------------------------------
Imperial Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $732,000 on $3.96 million of net sales for the three
months ended June 30, 2012, compared with a net loss of $589,000
on $3.94 million of net sales for the same period during the prior
year.

For the six months ended June 30, 2012, the Company reported a net
loss of $306,000 on $2.08 million of net sales, compared with a
net loss of $270,000 on $2.17 million of net sales for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.90 million
in total assets, $2.89 million in total liabilities and
$1.01 million in total stockholders' equity.

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

                       http://is.gd/ZvRm3i

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

In its report on the 2011 financial statements, Grant Thornton
LLP, in Fort Lauderdale, Florida, noted that the industry in which
the Company is operating has been impacted by a number of factors
and accordingly, the Company has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2011, the Company has a loss from continuing operations
of approximately $1,310,000.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


INFUSYSTEM HOLDINGS: Files Form 10-Q, Incurs $828,000 Loss in Q2
----------------------------------------------------------------
Infusystem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $828,000 on $14.07 million of net revenues for the
three months ended June 30, 2012, compared with a net loss of
$27.88 million on $13.13 million of net revenues for the same
period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $1.74 million on $28.42 million of net revenues, compared
to a net loss of $28.05 million on $26.09 million of net revenues
for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $74.72
million in total assets, $35.52 million in total liabilities and
$39.20 million in total stockholders' equity.

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

                       http://is.gd/ban59x

                    About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.


INTERFACE INC: Moody's Comments on Planned Bentley Divestiture
--------------------------------------------------------------
Moody's Investors Service commented that Interface, Inc.'s planned
divestiture of its Bentley Prince Street specialty carpet business
is credit positive, but does not affect the company's ratings or
stable outlook.

As reported by the Troubled Company Reporter on Jan. 11, 2012,
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Interface to Ba3 from B1.
Concurrently, Moody's raised the rating on the $275
million senior unsecured notes due 2018 to B1 from B2 and assigned
an SGL-2 speculative grade liquidity rating. The outlook is
stable.

Interface, Inc., based in Atlanta, Georgia, designs, produces and
sells modular carpet and designer-oriented broadloom carpet. Brand
names include InterfaceFLOR, FLOR, Heuga, Bentley Prince Street,
Prince Street House and Home and Intersept. The company generated
approximately $1 billion of revenue for the twelve months ended
July 1, 2012.


INTERNATIONAL ENVIRONMENTAL: Marshack OK'd as Trustee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to International Environmental Solutions Corporation's
case docket, authorized Howard Grobstein, the Chapter 11 trustee,
to employ Marshack Hays as his general counsel.

As reported in the Troubled Company Reporter on July 24, 2012, as
the Chapter 11 Trustee's general counsel, the firm will:

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

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

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

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

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

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

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

                About International Environmental

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

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

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


INTERNATIONAL ENVIRONMENTAL: Dzida OK'd as Transaction Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Howard Grobstein, the Chapter 11 trustee of
International Environmental Solutions Corporation, to employ
Dzida, Carey & Steinman as his special transactional counsel.

As reported in the Troubled Company Reporter on July 24, 2012, the
Chapter 11 Trustee requires services from the firm to assist in
connection with a potential transaction to license certain
intellectual property rights of the Debtor to third parties.  The
firm will also assist in forming the new entity and in negotiating
and drafting the license agreements with the third parties.

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

The firm has represented the Debtor in connection with the
negotiation and preparation of transactional documents in the
past.  The firm has a claim against the Debtor in the sum of
$10,000 for prepetition work.

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

                About International Environmental

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

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

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


INT'L ENVIRONMENTAL: Stetina Brunda OK'd as Trademark Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Howard Grobstein, the Chapter 11 trustee for
International Environmental Solutions Corporation, to employ
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.

As reported in the Troubled Company Reporter on July 24, 2012, the
Chapter 11 trustee needs the firm to assist in connection with a
potential license agreement to allow a third party to use
intellectual property owned by the Debtor.  The firm will also
represent the trustee in connection with the all aspects of the
transaction related to the Debtor's patents and intellectual
property rights and in connection with maintaining and obtaining
patents and intellectual property rights.

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

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

                About International Environmental

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

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

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


INTERSIL CORP: Moody's Cuts Liquidity Rating; Ba2 CFR Unchanged
---------------------------------------------------------------
Moody's Investors Service lowered the speculative grade liquidity
(SGL) rating of Intersil Corporation to SGL-2 from SGL-1. All
other ratings are unchanged including the Ba2 corporate family and
senior secured rating and Ba3 probability of default rating. The
rating outlook is stable.

Ratings Rationale

The SGL downgrade reflects Moody's expectation that revenue and
EBITDA will remain depressed over the next several quarters due to
weak end market demand across all of its product segments, which
tend to be in the volatile segments of the analog semiconductor
industry, including products used in smartphones, notebook
computers, and other consumer electronics, as well as in
automotive and industrial applications.

As a result, Moody's expects that Intersil may need an amendment
to relax the Fixed Charge Coverage Ratio covenant for several
quarters in order to avoid a covenant breach beginning with the
quarter ended September 30th. Moreover, Moody's expects that
Intersil's cash balance ($316 million as of June 29) will decline
by about $40 million over the next year due to share repurchases
($50 million share repurchase program) and limited FCF. Moody's
expects that Intersil will generate about $650 million in revenue
and about $10 million of free cash flow (FCF) over the next year.

The Ba2 corporate family rating reflects Moody's expectation that
Intersil will maintain operating expense discipline and keep debt
to EBITDA (Moody's adjusted) below 2.5x, while limiting share
repurchases given the relatively high dividend payments . Ratings
could be downgraded if Intersil experienced sustained revenue
contraction or market share erosion and reduced profitability
resulting in operating margins below 15% on a consistent basis, or
with more aggressive financial policy or if Moody's anticipates
debt to EBITDA (Moody's adjusted) to exceed 3.0x for an extended
period. Ratings could be upgraded following operating margin
improvement sustained in a range of at least the high teens level,
which should also result in debt to EBITDA (Moody's adjusted)
below 2x and free cash flow to debt of at least 20% (Moody's
adjusted).

Downgrades:

  Issuer: Intersil Corporation

     Speculative Grade Liquidity Rating, Downgraded to SGL-2
     from SGL-1

The principal methodology used in rating Intersil was the Global
Semiconductor Industry Methodology published in November 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.


IRVING, TX: S&P Withdraws 'B' Rating on Special Revenue Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' long-term
rating on Irving, Texas' series 2012A special tax revenue bonds,
series 2012B special revenue improvement bonds, and series 2012B-1
special revenue refunding bonds because the city did not sell the
bonds.


K-V PHARMACEUTICAL: Wins Access to $31-Mil. in Cash Collateral
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Allan L. Gropper on Thursday approved new debtor K-V
Pharmaceutical Co.'s request to access $31.4 million in cash
collateral to help it maneuver through the first 15 days of its
bankruptcy and continue to pay employee wages and other necessary
expenses.

Judge Gropper granted the motion after the debtor claimed it needs
the money to continue operating until a final hearing on this and
other matters takes place Aug. 23, Bankruptcy Law360 says.

                 About K-V Pharmaceutical Company

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

K-V Pharmaceutical said it continues to operate during the
reorganization.


K-V PHARMACEUTICAL: Court Approves "First Day" Motions
------------------------------------------------------
K-V Pharmaceutical Company disclosed that all "First Day" motions
presented to the U.S. Bankruptcy Court on Aug. 7, 2012 that were
included as part of the Company's initial filings in its voluntary
reorganization cases were approved on either an interim or final
basis by the U.S. Bankruptcy Court for the Southern District of
New York, the Honorable Judge Allan L. Gropper presiding.

The approved First Day motions cover, among other things,
obligations to employees and warehouse and common carrier
providers and authorize the Company to continue to use its current
cash management system.  A final hearing on the First Day motions
as well as certain other motions is scheduled for Aug. 22, 2012.

"With the Court's approval of our First Day motions, K-V is able
to continue operations and focus on restructuring our financial
obligations," said Greg Divis, President and CEO of K-V
Pharmaceutical.  "We intend to emerge from this restructuring as a
stable and competitive company, able to continue to provide
quality products to support the health of women across the stages
of their lives.  Approval of these First Day motions helps provide
the flexibility we need to complete this process quickly and
efficiently," Divis added.

K-V and certain of its affiliates commenced cases to reorganize
under chapter 11 of the U.S. Bankruptcy Code on Aug. 4, 2012.

                 About K-V Pharmaceutical Company

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

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

K-V Pharmaceutical said it continues to operate during the
reorganization.


KINDER MORGAN: Fitch Affirms 'BB+' IDR; Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Kinder Morgan, Inc. (KMI) and El Paso Corporation (EP) at 'BB+'.
The ratings are removed from Rating Watch Negative where they were
placed on Oct. 17, 2011, following the announcement of KMI's
agreement to acquire EP in a $38 billion transaction.  The Rating
Outlook for KMI and EP is Stable.

A complete list of ratings for KMI and EP follows at the end of
this release.  Approximately $9.3 billion of KMI debt and $4.3
billion EP debt is affected by today's rating action.

KMI is the owner of the 2% general partner (GP) and approximately
11% limited partner (LP) interests in Kinder Morgan Energy
Partners, L.P. (KMP, IDR 'BBB', Outlook Stable).  EP is the owner
of the GP and approximately 43% LP interests in El Paso Pipeline
Partners L.P. (El Paso Pipeline Partners Operating Company (EPBO),
IDR 'BBB-', Outlook Stable).

Rating Rationale: The catalyst for removing the Rating Watch
Negative and affirming ratings for KMI and EP is greater clarity
in the business plans and financial strategies for the merged
companies.  In particular, the asset sale process and dropdowns
that are essential for the reduction of KMI acquisition debt have
begun.  As a result, Fitch's pro forma analysis of the companies'
capital structure and credit profile is more certain.  In
addition, EP's structural relationship with KMI is now defined
with KMI's intention to provide cross guarantees and the senior
debt of both entities being ratably secured.  As a result, the
IDRs and debt ratings of KMI and EP are equalized.

KMI's and EP's 'BB+' ratings consider current high levels of
leverage as a result of the merger and the transactional risk
associated with asset sales and dropdowns that are essential to
the subsequent pay down of acquisition debt.  Fitch recognizes
that future anticipated asset sales will be between affiliated
entities minimizing transaction risk.  Also considered is the
lower consolidated company post-merger business risk given the
cash flow stability associated with EP's interstate pipelines.

Fitch believes that appropriate parent company leverage for a
'BB+' rating as measured by the total standalone debt of KMI and
EP to cash from operations should be in the 2.5x to 3.5x range.
KMI should be able to attain this metric on a pro forma basis in
2013 with the benefit of targeted dropdowns.

On Aug. 6, 2012, the boards of directors of KMI and KMP approved
the dropdown from EP of Tennessee Gas Pipeline Co. (TGP) and a
portion of El Paso Natural Gas Co. (EPNG) in a transaction valued
at $6.22 billion, including about $1.8 billion in assumed debt at
TGP and $560 million in proportional debt at EPNG.  KMI intends to
use the $3.5 billion of cash proceeds to repay $840 million of
maturing notes, pay off the outstanding $360 million 364-day
acquisition facility, and reduce its acquisition Term Loan from $5
billion to $2.7 billion.  The TGP and ENG dropdowns are expected
to close in August 2012.  Cash proceeds from future dropdowns of
EP pipeline assets to KMP and to EPBO are expected to be used for
debt reduction.

KMI agreed with the U.S. Federal Trade Commission (FTC) to divest
certain assets in order to receive regulatory approval for the EP
merger.  As a result, KMP is expected to sell by the end of the
year Rocky Mountain assets including its interest in Rockies
Express Pipeline LLC (REX).  Proceeds from this sale will be used
to repay debt used for its purchase of TGP and EPNG.

Adequate Liquidity: KMI has access to a $1.75 billion revolver
that matures May 30, 2013.  Approximately $1.09 billion is
currently borrowed under the facility. KMI as a holding company
has limited future borrowing needs.  Its operating affiliates are
self financing with generally favorable capital market access.
EP's revolver and the revolver utilized for its oil and gas
business were repaid and terminated when its merger with KMI
closed.

Rating Triggers:

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

  -- A lessening of consolidated business risk as the company
     acquires and expands pipeline and fixed-fee businesses; and
  -- A material improvement in credit metrics.

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

  -- Increasing leverage at KMI's operating affiliates to support
     organic growth and acquisitions;
  -- Inability to successfully execute on dropdown and
     deleveraging strategy; and
  -- Weakening operating performance.

Fitch has affirmed the following ratings with a Stable Outlook:

Kinder Morgan, Inc.

  -- IDR at 'BB+';
  -- Secured notes and debentures at 'BB+';
  -- Secured revolving credit facility at BB+;
  -- 364-day bridge loan facility at BB+;
  -- Three -year term loan facility at BB+.

Kinder Morgan Finance Company, LLC

  -- Secured notes at 'BB+'.

KN Capital Trust I

  -- Trust preferred at 'BB-'.

KN Capital Trust III

  -- Trust preferred at 'BB-'.

El Paso Corporation

  -- IDR at 'BB+';
  -- Senior secured notes and debentures at 'BB+'.

El Paso Energy Capital Trust I

  -- Trust convertible preferred securities at BB-.


KNIGHT CAPITAL: Agrees to Appoint Three New Members to Board
------------------------------------------------------------
Knight Capital Group, Inc., previously reported in a Form 8-K that
it had entered into a Securities Purchase Agreement with Jefferies
& Company, Inc., Jefferies High Yield Trading, LLC, Blackstone
Capital Partners VI L.P., Blackstone Family Investment Partnership
VI ESC L.P., Blackstone Family Investment Partnership VI L.P.,
GETCO Strategic Investments, LLC, TD Ameritrade Holding
Corporation, Stephens Investments Holdings LLC and Stifel
Financial Corp.

Subsequently, the Company filed an amendment to the Form 8-K
report to clarify that in connection with the Investments and in
accordance with the terms of the Purchase Agreement, the Company
agreed to appoint three new members to the board of directors
within one month following the closing date, including an
individual selected by Blackstone, an individual selected by GA-
GTCO, LLC, which is an investor in the parent holding company of
GETCO, and an individual proposed by the Board and acceptable to
Jefferies.  Each of Blackstone and General Atlantic will be
entitled to select those members of the Board, and Jefferies will
be entitled to approve the individual proposed by the Board, for
so long as each such entity holds at least 25% of the Preferred
Stock purchased by that entity pursuant to the Purchase Agreement.

On Aug. 7, 2012, the Company filed a prospectus supplement to its
shelf registration statement on Form S-3 filed with the Securities
and Exchange Commission on Aug. 6, 2012.  In accordance with the
Registration Rights Agreement entered into among the Company and
the parties identified as the Investors therein and any parties
identified on any joinder agreement thereto, dated as of Aug. 6,
2012, the Company filed the Prospectus Supplement for the purpose
of registering:

    (i) 400,000 shares of Series A-1 Cumulative Perpetual
        Convertible Preferred Stock, par value $0.01 per share;


   (ii) 320,400 shares of Series A-2 Non-Voting Cumulative
        Perpetual Convertible Preferred Stock, par value $0.01 per
        share; and

  (iii) 266,666,800 shares of the Company's common stock, par
        value $0.01 per share, that may be offered or sold by the
        selling stockholders.

                      About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital m installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.


LEE BRICK: Court Approves Compensation Package for Company Prez
---------------------------------------------------------------
Bankruptcy Judge Randy D. Doub granted Lee Brick & Tile Company
authority to pay Don Perry, its president:

     * a gross monthly salary of $15,000, annually $180,000, which
       will include 401k deductions;
     * a monthly vehicle allowance of $105.92;
     * a monthly cell phone allowance of $288.84;
     * a monthly premium payment for life insurance of $2,120.76;
       and
     * a disability insurance monthly premium of $3.80.

Capital Bank had objected to the request.

The Debtor noted that, for the year immediately preceding the
petition date, Mr. Perry took a temporary 15% salary moratorium
during part of 2011.  At the hearing, evidence was presented
showing that Mr. Perry's annual gross salary for the year of 2011
was $186,790.75. The Debtor's Amended Application requests an
annual salary of $223,599.96 be approved.

Based upon the testimony presented at the hearing, the Debtor
experienced a net loss from operations, including depreciation of
$3,824,488 in 2011.  Further, the first six months of sales for
2012 have not improved when compared with 2011.  In 2006, the
Debtor had roughly 120 employees. Over the past five years the
Debtor has had to lay off employees to cut costs.  Currently, the
Debtor has 56 employees.

In Chapter 11 reorganization cases "where the principals and
officers are the sole shareholders -- it's a sign of good faith
for those individuals to accept a lower salary when they have laid
off individuals and when creditors and other parties-in-interest"
may be asked to take less than they are contractually owed in a
Chapter 11 plan, Judge Doub said, citing In re JHD Enterprises,
Ltd. No. 09-06680-8R-DD at 3 (Bankr. E.D.N.C. Sept. 24, 2009).
"[S]uch reduction may also make a proposed plan of reorganization
more feasible."

A copy of Judge Doub's Aug. 9, 2012 Order is available at
http://is.gd/dYUVlmfrom Leagle.com.

                      About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.  The Debtor
scheduled $27,851,968 in assets and $14,135,140 in liabilities.
Lender Capital Bank is owed $13.0 million, of which $6.5 million
is secured.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.


LIGHTSQUARED INC: Falcone Blasts Investigation Into Creditors
-------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the hedge fund of
billionaire Philip Falcone on Tuesday blasted a creditor
investigation into allegations of prepetition insider lending
within the now-bankrupt Lightsquared Inc., saying creditors were
trying to embarrass the company and gain leverage in the case
through frivolous discovery.

Harbinger Capital Partners asked a New York federal bankruptcy
judge to deny a request from the ad hoc secured group of
Lightsquared lenders for documents related to $280 million in
prepetition financing doled out by UBS AG to Lightsquared before
it went bankrupt, according to Bankruptcy Law360.

                      About LightSquared Inc.

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.


LIGHTSQUARED INC: Lenders Attempt to Get Leverage, Harbinger Says
-----------------------------------------------------------------
Saul Griffith at ValueWalk reports Philip Falcone's Harbinger
Capital Partners said a group of lenders is attempting to gain an
upper hand in LightSquared's bankruptcy proceedings by adopting
dilatory tactics that would extend LightSquared's losses and bleed
its cash.

According to the report, lawyers for LightSquared said in a court
filing that "allegations, glaring inconsistencies, and
misstatements (and hypocrisy) upon which 'red flags' are based,
support Harbinger's view that the [lender group] is attempting to
conduct [an investigation] to embarrass and harass Harbinger, and
to gain leverage in these cases, which is improper."

The lender group, owed about $1.1 billion by LightSquared, has
sought access to Harbinger's books and various documents, saying
the hedge fund has refused to provide.  The report notes the group
has grouse with a supposed "insider" loan advanced by a group they
call the "Inc." lenders.  LightSquared owes only $320 million to
the Inc. lenders -- the interesting part is that these loans are
secured by leases on the wireless spectrum, and on equity interest
on that spectrum.  The Inc. lenders were originally Harbinger and
UBS, but parts of the loans changed hands over the years.  It may
be noted that the wireless spectrum is very valuable and is of
special interest to Falcone, who has been a major advocate of
setting up a national high-speed network.

The report says a crucial defense adopted by the company is the
fact that UBS AG (USA) (NYSE:UBS) was a part of the original loan
arrangement; hence it cannot be called an insider loan.  On the
other hand the lender group is seeking to invoke a bankruptcy
provision that allows "preference transfers" made to insiders in
the one year preceding bankruptcy to be reversed, the report adds.

                      About LightSquared Inc.

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.


LODGENET INTERACTIVE: Files Form 10-Q, Incurs $103MM Loss in Q2
---------------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to common stockholders of
$103.09 million on $92.78 million of total revenues for the three
months ended June 30, 2012, compared with a net loss attributable
to common stockholders of $4.36 million on $106.63 million of
total revenues for the same period a year ago.

The Company reported a net loss attributable to common
stockholders of $106.62 million on $187.48 million of total
revenues for the six months ended June 30, 2012, compared with a
net loss attributable to common stockholders of $6.70 million on
$214.36 million of total revenues for the same period during the
previous year.

The Company's balance sheet at June 30, 2012, showed $283.34
million in total assets, $439.32 million in total liabilities and
a $155.98 million total stockholders' deficiency.

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

                       http://is.gd/m7q18V

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp.'s Corporate Family Rating
(CFR) to Caa1 from B3 and changed the Probability of Default
Rating (PDR) to Caa2 from Caa1.  The reason for the downgrade is
due to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


MAMMOTH LAKES: Plan Outline Hearing Continued Until Aug. 29
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has continued until Aug. 29, 2012, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Town of
Mammoth Lakes, California's proposed Chapter 9 Plan.

As reported in the Troubled Company Reporter on July 11, 2012, the
Chapter 9 bankruptcy plan is premised on the Long-Term Financial
Forecast and Business Plan, which is the final planning document
adopted by the town council on June 20, 2012, that presents
strategies for the town to maintain a balanced operating budget,
address its debts, rebuild fiscal stability, and enable the town
to continue to provide municipal services through June 30, 2017.

The Plan involves the restructuring or discharge of:

     (a) roughly $3.3 million of publicly held and privately held
         financing obligations;

     (b) obligations to current employees;

     (c) claims of the California Joint Powers Insurance
         Authority, through which the town obtains its general
         liability, real property and workers' compensation
         coverage, for over $1.4 million owed for retroactive
         adjustment payment calculations relating to retroactive
         adjustment payment calculations relating to prepetition
         date periods;

     (d) an unsecured judgment in favor of Mammoth Lakes Land
         Acquisition LLC in the amount of $42,746,754 as of
         April 30, 2012;

     (e) claims arising from tort and breach of contract lawsuits
         against the town; and

     (f) various other unsecured claims, including $600,000 in
         debt owed to state agencies for capital improvement loans
         and claims arising from the rejection of executory
         contracts.

The Wall Street Journal's Michelle Kung and Mike Cherney report
that a municipal official said Mammoth Lakes hopes to emerge from
bankruptcy protection before the end of the year.

The Plan groups claims against the town in 10 classes.  About
$1.805 million in obligations to Union Bank on account of
certificates of participation -- COP -- are in class 1 and
unimpaired.  Citizens Bank (Police Facility) COP Obligations --
$317,713 -- in class 2 are unimpaired.  Citizens Bank, the holder
of the class 2 claim, will receive amended and restructured
payments through year 2017.  Citizens Bank also holds the Mammoth
Lakes Housing Corporation Land Acquisition Project COP Obligations
-- $201,446 -- in class 3.  The claim is impaired, and Citizens
Bank will receive amended and restructured payments through year
2017.

Claims on account of employee prepetition leave are in class 4 and
are impaired.  According to the disclosure statement explaining
the Plan, the number of hours of comprehensive and sick leave
accrued and earned by each employee but unpaid as of July 1, 2012
-- that is, the hours in each employee's "Employee Prepetition
Leave Bank" -- will be reduced by 10%.  During their continued
employment with the town, employees will not be permitted to cash
out any hours in the so-called Employee Prepetition Leave Bank.

Upon voluntary termination of employment, an employee will receive
cash payment representing 50% of the hours of accrued and unpaid
leave, at their full rate of pay at the time of separation.  The
value of the remaining 50% will be paid in 12 equally monthly
payments at each employee's full rate of pay.

Upon involuntary termination, the employee will receive a cash
payment representing 100% of the hours of accrued and unpaid leave
at the full rate of pay at the time of separation.

The Plan provides for a Convenience Class in class 5, consisting
of holders of general unsecured claims in an allowed amount of
less than $10,000 or who elect to reduce their claim to be treated
as a Convenience Class Claim.  The class 5 claimants are impaired.
They will receive a one-time cash payment in an amount equal to
10% of the allowed amount of the claim.

Holders of allowed general unsecured claims not otherwise
classified under the Plan are grouped in class 6.  The class 6
holders include Mammoth Lakes Land Acquisition on account of the
judgment debt.  The claimants are impaired.  They will be given
beneficial interests in a Plan of Adjustment Trust to be created
under the Plan.  The amounts available for distribution to Allowed
Class 6 Claims from the Trust will be roughly $5.8 million in
total in cash payments from the general fund over the next 10
years, and the net proceeds of the sale of a real estate,
estimated to be roughly $250,000.  The estimated payment to
holders of Class 6 Claims is roughly 5% to 12% of their claims.

The Convenience Class will not participate in the Class 6 Claims
Fund.

Classes 7 and 8 are allocated for the claims of CJPIA for general
liability coverage obligations ($861,657) and workers compensation
coverage obligations ($557,179).  The claims are impaired and will
be paid over 10 years under the Plan.

The Plan does not impair the town's obligations -- in class 9 --
to either the California Public Employees' Retirement System in
its capacity as trustee for the pension trusts nor the town's
retired workers and their dependents who are the beneficiaries of
the trusts.  The Plan also does not alter the obligations of the
town funds that are restricted by grants, by federal law and by
California law; pursuant to the Tenth Amendment to the United
States Constitution, and the provision of the Bankruptcy Code that
implement the Tenth Amendment.  Thus, securities funded by
restricted funds, like the Special Assessment and Special Tax
Obligations secured by special revenues of the town's restricted
funds, grouped in class 10, are not altered by the Plan.

According to the Plan, the town regrets such recovery to holders
of Class 6 Claims.  The town said it lacks the revenues to make
the payments while maintaining an adequate level of municipal
services such as the provision of police protection, the repairing
of the town's streets and support for the essential functions of a
tourism-based resort community.

According to WSJ, the bankruptcy stems from a planned real-estate
project the town had intended to pursue with Mammoth Lakes Land
Acquisition but ultimately decided to end.  The developer sued the
town for ending the contract and won.  Town officials said they
tried to negotiate with the developer but couldn't reach terms on
a $43 million judgment.

According to Standard & Poor's, the obligation to the real estate
developer represents 250% of the town's annual general fund
budget.  Mammoth Lakes projected a $2.8 million budget shortfall
for its 2012-13 fiscal year.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MAMMOTH LAKES: Judge Elizabeth Perris OK'd as Judicial Mediator
---------------------------------------------------------------
Bankruptcy Judge Elizabeth Perris commenced on Aug. 6, 2012, the
mediation between Town of Mammoth Lakes, and Mammoth Lakes Land
Acquisition.  Judge Perris was authorized by the Judicial Counsel
of the Ninth Circuit to serve as judicial mediator in the Debtor's
Chapter 9 case.

As reported in the Troubled Company Reporter on July 13, 2012, the
primary creditor in the Debtor's case earlier accused the town of
ignoring offers to settle the $43 million judgment in an objection
to Mammoth Lakes' request for a quick decision on its Chapter 9
eligibility.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MAMMOTH LAKES: Amends List of Largest Unsecured Creditors
---------------------------------------------------------
Town of Mammoth Lakes, California filed with the U.S. Bankruptcy
Court for the Eastern District of California updated its list of
its largest unsecured creditors in its Chapter 9 case.  Removed
from the largest creditors' list were Patrick Vargas, Peter
Bernasconi, Dan Watson, and Marc Moscowitz.

The list of largest unsecured creditors now comprises of:

   Creditor                        Nature of Claim     Amount
   --------                        ---------------     ------
Mammoth Lakes Land Acquisition     Legal Claims/    $42,746,754
c/o Quinn Emanuel, et al., LLP     Judgments
865 South Figueroa St., 10th Fl.
Loas Angeles, CA 90017-2543

CalPERS                            Pension/          $4,154,446
Lincoln Plaza North                Retirement
400 Q. Street Room N3340
Sacramento, CA 95814

California JPIA                    Insurance         $3,406,106
8081 Moody Street                  Cooperative
La Palma, CA 90623

Union Bank of California NA        Bond/COP/         $1,720,000
Trustee for Holders of Series      Long
2000 COPS
445 S Figueroa Street
Los Angeles, CA 90071-1402

PARS Post-Retirement Health        Pension/Retirement   $581,235
Care Plan
4350 Von Karman Ave., Suite 100
Newport Beach, CA 92660

State Water Resources              Bond/COP/Long        $501,460
Control Board                        Term Debt

Citizens Business Bank             Bond/COP/Long        $317,763
Holders of 2004 COPS PFLA            Term Debt
Project
701 North Haven Ave., Suite 250
Ontario, CA 91764

PARS Safety                        Pension/Retirement   $213,979

Citizens Business Bank             Bond/COP/Long        $201,446
                                     Term Debt

California Dept. of                Bond/COP/Long        $145,882
Transportation                       Term Debt

Mammoth Lakes Foundation*            Contract           $95,000

Eastern Sierra Transportation        Contract           $93,917

Mammoth Lakes Traits*                Contract           $71,000

California Energy Commission*      Bonds/COP/Long       $56,677

Peterbilt Truck Parts and Equipment  Trade Debt         $54,470

Minaret Village Center                 Lease            $50,577

Mammoth Unified School District        Leases           $37,800

Mark Wardlaw                       Employment Related   $35,108

Dennis Rottner                     Employment Related   $33,935

Mammoth Lakes Jazz Jubillee*          Contract          $27,000

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.


MARKET STREET: Hearing on Plan Outline Continued Until Aug. 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana,
according to Market Street Properties, L.L.C.'s case docket,
continued until Aug. 16, 2012, at 2 p.m., the hearing to consider
the Debtor's Amended Chapter 11 Plan.

As reported in the Troubled Company Reporter on June 8, 2012,
under the Plan, the first two mortgages, totaling about $13.1
million, are to be paid in full with debt maturing in a year.
There will be no payments in the meantime.  Unsecured creditors
with about $17.2 million in claims are to divide $100,000,
assuming the plan is confirmed.

                 About Market Street Properties

Market Street Properties, L.L.C., the owner of seven acres on
the riverfront in New Orleans, filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

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


MARTINI FITNESS: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Martini Fitness, Corp.
        dba 24-7 Family Fitness
        333 Tosca Drive
        Stoughton, MA 02072

Bankruptcy Case No.: 12-16536

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  418 Main Street, 4th Floor
                  Worcester, MA 01608
                  Tel: (508) 791-8411
                  E-mail: ehrhard@ehrhardlaw.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 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mab12-16536.pdf

The petition was signed by Thomas Martini, Jr., president.


MEDFORD VILLAGE: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: Medford Village East Associates, LLC
        479 Centennial Boulevard
        Voorhees, NJ 08043

Bankruptcy Case No.: 12-29693

Chapter 11 Petition Date: August 8, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

About the Debtor: The Debtor owns properties in Medford Township,
                  Mt. Laurel Township, Borough of Clayton, Borough
                  of Barrington, Voorhees Township and the
                  Midwest.

Debtor's Counsel: Aris J. Karalis, Esq.
                  MASCHMEYER KARALIS P.C.
                  413 Route 70 East, Suite 300
                  Cherry Hill, NJ 08034
                  Tel: (856) 428-8400
                  E-mail: akaralis@cmklaw.com

                         - and ?

                  Robert W. Seitzer, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  Fax: (215) 955-4175
                  E-mail: rseitzer@cmklaw.com

Debtor's
Special Counsel:  HYLAND LEVIN, LLP

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

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

The petition was signed by Stephen D. Samost, managing member.

Debtor's List of Its Five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Township of Mt. Laurel             --                       $6,219
Tax Collector
100 Mount Laurel Road
Mt. Laurel, NJ 08054

Borough of Barrington              --                       $5,655
Tax Collector
229 Trenton Avenue
Barrington, NJ 08007

Township of Medford                --                       $3,263
Tax Collector's Office
17 N. Main Street
Medford, NJ 08055

Environmental Resource System      --                       $1,000

FedEx/Kinkos                       --                         $308


MF GLOBAL: No Ruling Yet on $175 Million CME Settlement
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the New York
bankruptcy judge overseeing the bankruptcies of MF Global Holdings
Ltd. and broker-dealer unit MF Global Inc. declined to rule
Wednesday on a $175 million settlement between MFGI's trustee and
CME Group Inc., $130 million of which would go to commodities
customers.

                          About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

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

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

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

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

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


MF GLOBAL: Corzine to Face Employee's Stock Suit in Federal Court
-----------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a New York federal
judge refused on Wednesday to remand to state court a former MF
Global Ltd. employee's derivative action against the firm's ex-CEO
Jon Corzine, saying his claims relate closely to MF Global's
bankruptcy case and the many securities class actions pending
before the federal court.

Bankruptcy Law360 relates that the former employee, Juan Arvelo,
claims Corzine and other MF Global board members mismanaged
employee stock and savings plans while overseeing the brokerage
firm's spectacular collapse last fall.

                           About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

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

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

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

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

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


MICHAEL MURPHY: Owner of Ben Moore's Restaurant in Chapter 13
-------------------------------------------------------------
Rolf Boone at The Olympian reports that Michael David Murphy, the
owner of Ben Moore's Restaurant & Bar in downtown Olympia, has
filed for Chapter 13 bankruptcy protection in the U.S. Bankruptcy
Court for the Western District of Washington, the fourth time he
has sought protection from creditors

According to the report, Mr. Murphy filed for Chapter 11
bankruptcy in October 1985, when the business was known as Ben
Moore's Cafe & Bar, and then Chapter 13 in July 2002, October 2007
and July 24, bankruptcy court data show.  Chapter 11 typically
allows a business to restructure its debts and continue to
operate, while under a Chapter 13 filing, the debtor establishes a
repayment plan, the report notes.

The report says the most recent filing shows assets and debts in
the range of $100,001 to $500,000.

The report relates creditors listed in the filing include the
state Department of Revenue, the Department of Labor and
Industries and Employment Security Department.

The report says Mr. Murphy's plan is to pay $1,000 a month for
five years.


MIJA TORTILLA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mija Tortilla Factory, LLC
        11305 Bluegrass Parkway
        Louisville, KY 40299

Bankruptcy Case No.: 12-33557

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Debbie D. Bowman, Esq.
                  BOWMAN LAW OFFICE, PSC
                  11003 Bluegrass Parkway, Suite 500D
                  Louisville, KY 40299
                  Tel: (502) 569-7440
                  Fax: (502) 569-7441
                  E-mail: debbie@dbowmanlaw.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 with the petition is available for free at:
http://bankrupt.com/misc/kywb12-33557.pdf

The petition was signed by Roberto A. Garcia-Torres, member.


MOMENTIVE PERFORMANCE, Files Form 10-Q; Incurs $88MM Loss in Q2
---------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $88 million on $627 million of net
sales for the fiscal three-month period ended June 30, 2012,
compared with a net loss of $10 million on $728 million of net
sales for the fiscal three-month period ended July 3, 2011.

The Company reported a net loss of $153 million on $1.22 billion
of net sales for the fiscal six-month period ended June 30, 2012,
compared with a net loss of $13 million on $1.38 billion of net
sales for the fiscal six-month period ended July 3, 2011.

The Company's balance sheet at June 30, 2012, showed $3.02 billion
in total assets, $3.92 billion in total liabilities, and a
$901 million total deficit.

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

                       http://is.gd/EZu1XU

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the May 25, 2012, edition of the TCR, Standard & Poor's Ratings
Services raised its rating on Momentive Performance Materials and
its subsidiaries' senior secured credit facilities to 'B+' from
'B'.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and what we deem to be a 'fair' business risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.


MOMENTIVE SPECIALTY: Files Form 10-Q, Posts $28MM Income in Q2
--------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $28 million on $1.25 billion of net sales
for the three months ended June 30, 2012, compared with net income
of $63 million on $1.43 billion of net sales for the same period a
year ago.

The Company reported net income of $12 million on $2.49 billion of
net sales for the six months ended June 30, 2012, compared with
net income of $126 million on $2.73 billion of net sales for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $3.11 billion
in total assets, $4.88 billion in total liabilities and a $1.76
billion total deficit.

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

                        http://is.gd/BH7nQ7

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MORGANS HOTEL: Pays $15 Million to Tenants at Mandalay Bay
----------------------------------------------------------
Morgans Hotel Group Co. paid its $15.0 million obligation to
complete the acquisition of the leasehold interests in three
restaurants at Mandalay Bay from the existing tenant.  The
acquisition is part of a transaction with MGM Resorts
International, which also includes the conversion of THEhotel at
Mandalay Bay to Delano Las Vegas, to be managed by MGM Resorts
pursuant to a licensing agreement, and the management by The Light
Group, the Company's 90% owned subsidiary, of a yet to be
announced nightclub at Mandalay Bay.  The payment was funded by a
borrowing under the Company's revolving credit facility.

In order to obtain long term contracts, the Company may contribute
capital in various forms to certain hotel and food and beverage
projects.  The capital may be in the form of equity investments,
key money and cash flow guarantees.  In making investment
decisions regarding upfront cash payments, the Company generally
seeks to have its upfront capital returned in three to four years
through the income generated by the investments, although there
can be no assurance that its investments will produce these
projected results.  The $15.0 million payment in this transaction
is consistent with this strategy taking into account the projected
income from the restaurant, hotel and nightclub venues.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at June 30, 2012, showed
$545.86 million in total assets, $655.93 million in total
liabilities, $6.12 million in redeemable noncontrolling interest,
and a $116.19 million total deficit.


MSR RESORT: Seeks Clarity on Damages for Cancelled Contracts
------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that MSR Resort Golf
Course LLC and a unit of Hilton Worldwide Inc. filed letters
asking a New York judge to clarify how much MSR owes Hilton for
canceled property management contracts, a dispute that has slowed
MSR's emergence from bankruptcy.  Bankruptcy Law360 relates that
the requests come in response to U.S. Bankruptcy Judge Sean Lane's
July 31 decision rejecting Hilton Waldorf-Astoria Management LLC's
bid for key money, brand damages and expansion losses but finding
MSR liable for Group Services Expenses, or GSEs.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUNDY RANCH: Files for Chapter 11 in New Mexico
-----------------------------------------------
Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.

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

New Mexico's Mundy Ranch -- http://www.mundyranch.com/-- offers a
"fine edge on ranch living with style."  The Mundy family owned
Mundy Ranch spans granite slopes and fertile bottom lands of the
Chama River Valley, has 25 alpine lakes with trophy trout, and a
mile of freestone river lined with towering Pines.  Mundy Ranch is
offering for sale 42-140 acre ranch parcels, with parcel pricing
starting at $1 million to $3 million depending on location.  It is
also offering 20 lifetime recreational memberships at a price of
$500,000 each.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Sept. 6, 2012 at 9:30 a.m.  The deadline to file a complaint
to determine dischargeability of certain debts under 11 U.S.C.
Section 523(c) on Nov. 5, 2012.

The Debtor has filed an application to employ Christopher M.
Gatton, Esq., at the Law Office of George Dave Giddens, PC, in
Albuquerque, as counsel.   The Debtor will employ the firm based
on the hourly rates of its professionals:

                        Hourly Rate
                        -----------
   George Dave Giddens    $295
   Patricia A. Bradley    $200
   Ann Washburn           $175
   Dean Cross             $175
   Denise J. Trujillo     $170
   Chris M. Gatton        $170
   Legal Assistants        $90


MUNDY RANCH: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mundy Ranch, Inc.
        P.O. Box 6509
        Albuquerque, NM 87197

Bankruptcy Case No.: 12-13015

Chapter 11 Petition Date: August 10, 2012

Court: U.S. Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: James S. Starzynski

About the Debtor: New Mexico's Mundy Ranch --
                  http://www.mundyranch.com/-- offers a "fine
                  edge on ranch living with style."  The Mundy
                  family owned Mundy Ranch spans granite slopes
                  and fertile bottom lands of the Chama River
                  Valley, has 25 alpine lakes with trophy trout,
                  and a mile of freestone river lined with
                  towering Pines.  Mundy Ranch is offering for
                  sale 42-140 acre ranch parcels, with parcel
                  pricing starting at $1 million to $3 million
                  depending on location.  It is also offering 20
                  lifetime recreational memberships at a price of
                  $500,000 each.

Debtor's Counsel: Christopher M. Gatton, Esq.
                  LAW OFFICE OF GEORGE DAVE GIDDENS, PC
                  10400 Academy Road, #350
                  Albuquerque, NM 87111
                  Tel: (505) 271-1053
                  Fax: (505) 271-4848
                  E-mail: chris@giddenslaw.com

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

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

The petition was signed by David F. Metler, vice president.

Debtor's List of Its 16 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Rabo Agrifinance                   RP                     $795,000
P.O. Box 411995
Saint Louis, MO 63141

H. Candelaria Enterprises          Cash Loan              $350,000
P.O. Box 6509
Albuquerque, NM 87197

Comeau, Magdalen, Templeton &      Legal Fees             $190,191
Indall
P.O. Box 669
Santa Fe, NM 87504-0669

Lopez Excavating                   Services                $74,976

Rio Arriba County Treasurer        Property Taxes          $42,556

Tom Growney Equipment              Backhoe Rental          $12,381

M & LJ Construction                Services                 $4,080

Bank of America Mastercard         Credit Card              $3,837

Bank of America Mastercard         Credit Card              $1,467

Henry's True Value                 Plumbing Supplies          $352

New Mexico Taxation &              SUTA Taxes                 $307
Revenue Dept.

Matheson Tri-Gas                   Acetyline Cylinder         $279
                                   Rental

New Mexico Taxation &              State Withholding          $235
Revenue Dept.

New Mexico Taxation &              Worker Compensation         $13
Revenue Dept.                      Taxes

Matthew, Rebecca, and              Complaint               Unknown
Bridget Gallegos

Robert L. Mundy                    Complaint               Unknown


NAVISTAR INTERNATIONAL: To Reduce Workforce to Save Costs
---------------------------------------------------------
Navistar International Corporation communicated to employees that
it is taking actions to control spending across the Company with
targeted reductions of certain costs.  In addition to the expected
integration synergies resulting from its ongoing efforts to
consolidate its truck and engine engineering operations, as well
as the relocation of its world headquarters, the Company is
focusing on continued reductions in the amount of discretionary
spending, including but not limited to reductions from
efficiencies, or prioritizing or eliminating certain programs or
projects.

The Company also announced that it is offering the majority of its
U.S.-based non-represented salaried employees the opportunity to
apply for a voluntary separation program.  Employees who apply and
are accepted in the VSP will receive enhanced exit benefits.

The Company further announced that, along with the employees that
choose to participate in the VSP, it will use attrition and, if
necessary, an involuntary reduction in force to eliminate
additional positions in order to meet its targeted reductions
goal.  Severance benefits of various amounts, depending on the pay
grade and length of service of the affected employees, would be
payable under the reduction in force.

The Company currently does not know how many, if any, of the
eligible participants will choose to participate in the VSP or how
many involuntary position reductions will occur.  Therefore, the
Company is unable to determine the one-time costs associated with
this potential reduction in personnel, or the potential ongoing
annual savings, if any, that may result from the reduction in
personnel.

The Company expects to complete the VSP or any involuntary
reduction in force in the fourth quarter of 2012 and will provide
an estimate of the amount or range of charges expected to be
incurred once a good faith determination can be made.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'.  The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.


NEW YORK TIMES: About.com Sale Won't Affect Moody's 'B1' CFR
------------------------------------------------------------
Moody's Investors Service said that a possible sale of the About
Group by The New York Times Company (NY Times) does not currently
affect NY Times' B1 Corporate Family Rating (CFR) but will be
factored into the resolution of the company's positive rating
outlook.

The principal methodology used in rating NY Times is the Global
Publishing 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.

NY Times, headquartered in New York, NY, operates newspapers
including The New York Times (The Times), the International Herald
Tribune and The Boston Globe, as well as various information
services and web sites including NYTimes.com and About.com.
Revenue for the LTM ended 6/24/12 pro forma for the Regional Media
sale was approximately $2.1 billion.


NEXSTAR BROADCASTING: Files Form 10-Q, Posts $8.8MM Income in Q2
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $8.81 million on $88.86 million of net
revenue for the three months ended June 30, 2012, compared with a
net loss of $2.58 million on $75.50 million of net revenue for the
same period a year ago.

The Company reported net income of $11.83 million on $172.50
million of net revenue for the six months ended June 30, 2012,
compared with a net loss of $8.89 million on $145.45 million of
net revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $566.34
million in total assets, $736.93 million in total liabilities and
a $170.58 million total stockholders' deficit.

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

                        http://is.gd/sWWNYQ

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NII HOLDINGS: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Latin American wireless carrier NII Holdings Inc. to 'B'
from 'B+'. The outlook is stable.

"At the same time, we lowered the senior unsecured debt rating to
'B-' from 'B'. The recovery rating on the senior unsecured debt
remains '5', indicating our expectation for modest (10%-30%)
recovery in the event of payment default," S&P said.

"The downgrade of NII follows the company's weak operating and
financial results in the second quarter of 2012, which were below
our expectations, and its lower guidance for full year 2012," said
Standard & Poor's credit analyst Allyn Arden. "During the quarter,
total revenue and EBITDA declined 15% and 56% from the prior-year
period. Increased competitive pressures, especially in Brazil, and
depreciating local currencies caused NII's average revenue per
user (ARPU) to fall by over 25% compared to the prior-year period.
The Brazilian real and Mexican peso declined 23% and 15% from the
year-ago period, relative to the U.S. dollar. These factors,
coupled with expenses related to the deployment of 3G services in
Mexico and Brazil contributed to the sharp decline in EBITDA," S&P
said.

"The outlook is stable and reflects our expectation that EBITDA
will improve modestly in 2013 from substantially lower levels in
2012 as 3G network expenses moderate and that leverage will be in
the low- to mid-5x area. Still, we could lower the rating if
competitive pressures accelerate and adverse currency movements
result in sharper declines in ARPU and EBITDA, resulting in
leverage rising above 6x. These factors could result also in a
revision of our business risk assessment to 'vulnerable' from
'weak,'" S&P said.

"Conversely, we could raise the ratings if the deployment of 3G
services in its markets results in churn to improvement and ARPU
stabilization such that leverage is in the 4x area or lower on a
sustained basis," S&P said.


NORTEL NETWORKS: Incurs $131 Million Loss in Second Qtr 2012
------------------------------------------------------------
Nortel Networks Corporation reported a net loss in the second
quarter of 2012 of $131 million, compared to a net loss of $115
million in the second quarter of 2011.

Overall financial performance in the second quarter of 2012
reflects the sale of all of its businesses in prior quarters.

   -- Revenues in the second quarter of nil.

   -- SG&A expense in the second quarter of $25 million, a
      decrease of 52.8 percent from the year ago quarter.

   -- Cash balance as of June 30, 2012 was $668 million, compared
      to $724 million as of March 31, 2012. Restricted cash
      balance of $7.6 billion consisting primarily of divestiture
      and patents and patent applications sales proceeds.

The net loss in the second quarter of 2012 included interest
expense of $86 million, other expense - net of $8 million
comprised primarily of a currency exchange loss of $8 million, and
reorganization items of $6 million.

Reorganization items of $6 million were primarily comprised of
professional fees of $10 million and $7 million related to the
settlement of certain creditor claims, partially offset by $9
million related to gains on divestitures.

The net loss in the second quarter of 2011 included interest
expense of $80 million, partially offset by other operating income
- net of $18 million primarily related to billings under
transition services agreements, other income - net of $9 million
comprised primarily of a currency exchange gain, and
reorganization items of $7 million.

Reorganization items of $7 million were primarily comprised of
gains on divestitures of $37 million related primarily to the sale
of the GDNT assets and additional escrow proceeds related to the
divestiture of the Optical Networking and Carrier Ethernet
business, partially offset by professional fees of $21 million.

                              Revenues

Revenues were nil in the second quarter of 2012 compared to $1
million for the second quarter of 2011, related to remaining
customer contracts.

                                SG&A

A focus on reducing costs resulted in lower SG&A expense compared
to the year ago quarter.  SG&A expense was $25 million in the
second quarter of 2012, compared to $53 million for the second
quarter of 2011.

                                Cash

The cash balance as of June 30, 2012 was $668 million, compared to
a cash balance of $724 million as of March 31, 2012.  Restricted
cash was $7.6 billion primarily related to the business
divestiture and IP proceeds.  The cash balance decreased primarily
due to cash outflows related to general operations, the negative
impact of foreign currency fluctuations on cash and cash
equivalents, and dividends paid by NNL subsidiaries to
noncontrolling interests.

As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

                      Reporting Requirements

NNC and Nortel Networks Limited also disclosed that Ernst & Young
Inc., the court-appointed monitor in Nortel's creditor protection
proceedings under the Companies' Creditors Arrangement Act, after
taking into account several factors arising from the advanced
stage of the CCAA proceedings, has determined that the expense and
resources required to comply with NNC and NNL's quarterly and
annual public reporting requirements can no longer be justified
from the standpoint of the best interest of their creditors.
Consequently, NNC and NNL will no longer be able to comply with
their periodic reporting requirements and will discontinue
preparing and filing quarterly and annual financial statements and
all other periodic disclosure documents under applicable Canadian
and U.S. securities laws effective as of the filing deadlines for
their third quarter reporting obligations, being Nov. 14, 2012 in
the United States and Nov. 29, 2012 in Canada.

Generally, when an issuer ceases to file its periodic disclosure
documents in circumstances such as NNC and NNL's, the Canadian
Securities Administrators will issue orders prohibiting trading in
securities of the relevant issuer effective from and after the
filing deadline under Canadian securities laws.  NNC and NNL will
be making submissions to the Canadian Securities Administrators
that cease trade orders expected to be issued in respect of the
securities of NNC and NNL include certain permitted trading
exceptions.

However, there can be no assurance that the regulatory authorities
will make such orders on the terms requested by NNC and NNL and,
in particular, permit any trading exceptions.

In light of the foregoing, the directors and officers of NNC and
NNL have indicated that they will step down from their positions
with NNC and NNL upon the issuance of a court order under the CCAA
that the Monitor will be seeking to extend its powers.  Such order
would allow the Monitor to exercise any powers that may be
properly exercised by a board of directors and to terminate the
engagement of NNC and NNL's external auditors.

Following the third quarter filing deadlines, as a means of
keeping the public informed of material developments during the
remainder of the CCAA proceedings, and until otherwise determined
by the Monitor, NNC and NNL will endeavour to continue to comply
with the material change disclosure requirements under Canadian
securities laws, to the extent practicable in the circumstances,
and to file on SEDAR (the electronic filing system of the Canadian
Securities Administrators) all court reports of the Monitor except
for such reports, or portions thereof, in respect of which
confidential treatment has been requested.  All other continuous
and current disclosure filings of NNC and NNL will be
discontinued.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
-- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
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 Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various
affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTHCORE TECHNOLOGIES: To Release 2nd Quarter Results on Aug. 14
-----------------------------------------------------------------
Northcore Technologies Inc. is scheduled to release its financial
results for the second quarter of 2012 on Tuesday, Aug. 14, 2012,
following the close of the markets.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
C$3.96 million in total assets, C$903,000 in total liabilities and
C$3.06 million in total shareholders' equity.


NUANCE COMMUNICATIONS: S&P Keeps 'BB-' Rating on $700M Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services will revise its recovery rating
on Nuance Communications Inc.'s senior unsecured notes to '4' from
'3' following the company's announcement that it has upsized its
proposed senior unsecured notes due 2020 to $700 million from $600
million. The issue-level rating will remain at 'BB-'.

"The 'BB+' rating on the company's first-lien credit facilities
and the '1' recovery rating on that debt will remain unchanged,
reflecting our expectation for very high (90%-100%) recovery in
the event of a payment default," S&P said.

"Our 'BB-' corporate credit rating and stable outlook on Nuance
Communications remain unchanged. Standard & Poor's continues to
view Nuance Communications' financial risk profile as
'significant,' highlighted by its acquisitions growth strategy.
Pro forma for the upsized $700 million senior unsecured note
issuance, operating lease-adjusted total debt to EBITDA is likely
to be about 4.9x at close, high for a significant financial risk
profile and primarily a result of deferred revenue recognition
from recent acquisitions not allowed according to GAAP. We expect
leverage to decline to below 4x over the next year, as deferred
revenue from recent acquisitions is recognized, and as Nuance
Communications generates revenue and EBITDA growth organically and
through contributions from potential future acquisitions," S&P
said.

Nuance Communications is a provider of voice and language
solutions for businesses and consumers globally.

RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating              BB-/Stable/--

Ratings Unchanged; Recovery Rating Revised

Nuance Communications Inc.
                                      To                 From
Senior Unsecured                     BB-                BB-
   Recovery Rating                    4                  3


OCALA FUNDING: Allows BofA to Continue Suit Against FDIC
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of America NA, as collateral agent, was given
permission by the bankruptcy court in Jacksonville, Florida, to
continue prosecution of a lawsuit asserting claims of Ocala
Funding LLC against the Federal Deposit Insurance Corp.

According to the report, the bank has the right to prosecute the
lawsuit against the FDIC, in its role as receiver for Colonial
Bank, stemming from powers of attorney arising from Bank of
America's role as collateral agent for various debts owing by
Ocala.

The Bloomberg report discloses that because Bank of American had
been pursuing the suit for two years without objection from Ocala;
the bankruptcy judge is permitting the suit to proceed in federal
district court in Washington.  Ocala didn't oppose allowing Bank
of America to proceed with the suit.  Bank of America said in a
court filing that any recoveries in the lawsuit will go to Ocala's
creditors.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean & Whitaker to
purchase loans originated by TBW and selling the loans to third
parties, Freddie Mac.  In furtherance of this structure Ocala
raised money from noteholders Deutsche Bank AG and BNP Paribas
Mortgage Corp. and other financial institutions, as secured
lenders through sales of asset-backed commercial paper.

TBW was forced to file for Chapter 11 relief (Bankr. M.D. Fla.
Case No. 09-07047) on Aug. 24, 2009, amid allegations of fraud by
Taylor Bean's former CEO Lee Farkas and other employees.  Mr.
Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

In its Chapter 11 Petition, Ocala estimated more than $1 billion
in assets and debts.  Ocala holds 252 mortgage loans with an
unpaid balance of $42.3 million as of May 31, 2012.  The Debtor
also holds five "real estate owned" properties resulting from
foreclosures.  The Debtor also holds $22.4 million in proceeds of
mortgage loans previously owned by it that are on deposit in an
account in the Debtor's name at Regions Bank.  It also has an
interest in $75 million in cash, consisting of proceeds of
mortgage loans previously owned by the Debtor, that are in an
account maintained by Bank of America, N.A. as prepetition
indenture trustee for the benefit of the Noteholders.  The Debtor
also holds a claim in the current amount of $1.6 billion against
the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over the case.  Proskauer Rose LLP
and Stichter, Riedel, Blain & Prosser, serve as the Debtor's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OLIN CORPORATION: Moody's Assigns 'Ba1' Rating on $175MM Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Olin
Corporation's offering of $175 million of 10 year notes. Proceeds
from the new debt along with balance sheet cash will be used to
acquire K.A. Steel Chemicals (KA Steel) for $328 million. The
outlook is stable.

"Despite the high valuation multiple, we view this as an important
strategic acquisition that greatly improves Olin's downstream
integration by adding caustic soda distribution, expanding its
bleach capacity and providing a platform for the distribution of
other chlor alkali derivatives," stated John Rogers Senior Vice
President at Moody's.

Ratings assigned:

Olin Corporation

Senior unsecured notes at Ba1 (LGD4; 62%)

Rating Rationale

Olin's Ba1 Corporate Family Rating (CFR) reflects its small size,
the historic concentration of profitability in a single commodity
chemical product line (chlor alkali), a sizable dividend and
significant environmental liabilities relative to the size of the
company. Additionally, the increasing cost of, and concerns over
potential future restrictions on, the transportation of chlorine
by rail present a moderate business risk and Olin will likely
shift more of its production toward value added derivatives, like
bleach, potassium hydroxide and hydrochloric acid over time. The
rating is supported by a moderate cash balances subsequent to the
acquisition, strong credit metrics (pro forma June 30, 2012 Net
Debt/EBITDA of 2.0x Retained Cash Flow/Net Debt of just under 30%,
including Moody's adjustments), its position as the fourth largest
chlor alkali producer in North America, the sustained improvement
in Winchester profitability, as well as the expectation that Olin
will continue to generate very strong credit metrics.

Olin announced on July 18, 2012 it would acquire KA Steel for $328
million in cash. The $200 million senior unsecured notes will be
held in escrow until the transaction closes, and if Olin fails to
complete the transaction, the funds will be returned to
noteholders. The transaction is expected to close by the end of
the third quarter and is only subject to regulatory approval.

Olin will pay over 10x EBITDA for this acquisition. However, it
expects to more than double EBITDA over the next three years
through synergies, bringing the valuation multiple to a more
reasonable level. The acquisition expands the company's presence
in caustic soda distribution, expands bleach capacity by 20%,
broadens Olin's current customer base and should facilitate
reductions in freight and logistics costs. Furthermore, the
company believes that this transaction provides a platform to
expand its sales of other value added chlor alkali derivatives
such as hydrochloric acid (HCl) and potassium hydroxide (KOH).

The stable outlook assumes that the company will not pursue
another sizable acquisition over the next 18 months so that it can
demonstrate the successful integration of KA Steel and increase
its balance sheet cash to prefund a portion of the purchase price
of the next acquisition or large capital investment. Despite very
strong net debt credit metrics, the historic concentration of
profitability in a single commodity chemical has limited Olin's
CFR to Ba1. Over the past several years, Olin has expanded its
chlor alkali derivatives business and the sustainability of
Winchester's profit improvement. If Olin can continue to generate
top and bottom line growth in Winchester and its chlor alkali
derivatives (bleach, KOH, HCl, etc.) without a further significant
increase in debt, Moody's could raise the rating back to
investment grade. To the extent that Debt/EBITDA rises above 2.5x
and is likely to remain at that level for an extended period,
Moody's would likely lower Olin's rating by one notch.

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

Olin Corporation, headquartered in Clayton, MO, is the fourth
largest producer of chlor alkali (chlorine and caustic soda) and
its derivatives (bleach, potassium hydroxide, hydrochloric acid
and sodium hydrosulfite) in North America. In addition, it is a
manufacutrer of brand name small caliber ammunition
("Winchester"). Olin reported revenues of $2 billion on an LTM
basis ending June 30, 2012.


OLIN CORPORATION: S&P Rates $175MM Unsecured Notes 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'5' recovery rating to Olin Corp.'s $175 million senior unsecured
notes due 2022. "At the same time, we revised our recovery ratings
on Olin's existing unsecured notes to '5' from '6' and raised
our issue-level ratings to 'BB-' from 'B+'. The '5' recovery
rating indicates our expectation for a modest (10%-30%) recovery
in the event of a payment default," S&P said.

"At the same time, we affirmed our 'BB' corporate credit rating on
Olin. The outlook is positive," S&P said.

"Our ratings on Olin reflect the company's established market
positions in the chlor-alkali industry, good profitability, and
adequate liquidity," said credit analyst Seamus Ryan. "We also
base our ratings on our belief that management will continue to be
financially prudent in terms of growth spending and use of debt
leverage. However, the company is also subject to significant
cyclicality and volatile operating performance stemming from its
large chlor-alkali operations."

"The positive outlook reflects our expectation that stable ECU
prices and growing contributions from bleach and HCl should
support operating results and credit quality. Based on our
forecasts, we could raise the rating modestly if pro forma revenue
grows by at least 5% over the next year with a modest improvement
in margins, leading to FFO to debt consistently above the 30%
level. Such a scenario could result from some recovery in chlor-
alkali demand and the successful integration of the K.A. Steel
acquisition," S&P said.

"We could revise the outlook to stable if pro forma revenues
decline by about 5% and gross margins decline by about 150 basis
points over the next year, leading to FFO to debt below 25%. Such
a scenario could occur if weak caustic soda demand causes ECU
pricing to fall and the growth of Olin's bleach and HCl sales
slow. We could also revise the outlook to stable or lower ratings
if the company further increases debt to fund additional
acquisitions or growth spending without offsetting improvements to
the business risk profile," S&P said.


OPPIO-CAPURRO PROPERTIES: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Oppio-Capurro Properties, LLC
        643 John Fremont Drive
        Reno, NV 89509

Bankruptcy Case No.: 12-51834

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $761,680

Scheduled Liabilities: $1,948,891

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-51834.pdf

The petition was signed by Charles Oppio/Keith Capurro,
managers/members.


PACESETTER FABRICS: Has Access to Cash Collateral Until Sept. 14
----------------------------------------------------------------
Pacesetter Fabrics, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to approve a fifth stipulation
extending the interim use of cash collateral until Sept. 14, 2012.

The Debtor relates that secured creditor Cathay Bank consents to
the continued use of cash collateral.  The Debtor will use the
cash to pay actual, necessary and reasonable expenses of ordinary
maintenance and operation of the collateral.

The Debtor proposes that in additional to any other payments
required to be made to the lender in the original stipulation, the
Debtor will pay to the lender (a) all payments required -- weekly
payments of $10,000; (b) interest payments of not less than
$37,500; and (c) payments of not less than $100,000.

As of the Petition Date, the bank asserts it is owed $12.6 million
in the aggregate plus attorneys' fees and costs as of June 17,
2011, under various prepetition secured loan agreements with the
Debtor.  The debt includes a $17.5 million loan under a 2009
agreement among Pacesetter, its affiliate Rock L.A. Fashion LLC,
and the bank.


PASSIONATE PET: Files Petition for Ch. 7 Liquidation
----------------------------------------------------
BankruptcyData.com reports that Passionate Pet filed for Chapter 7
protection (Bankr. N.D. Calif. Case No. 12-19314). The Company is
represented by Bruce J. Tackowiak, Esq.

In its most recent quarterly report filed with the SEC, the
Company said it discontinued operations in its Irvine location,
has incurred recurring losses from operations resulting in an
accumulated deficit of $3,411,313, and as of Dec. 31, 2011,
current liabilities exceeded its current assets by $2,165,681.  In
addition, the Company said that it is currently in default on its
lease for its only remaining retail location.

Irvine, Calif.-based Passionate Pet, Inc., owns and operates a
retail pet store which offers a combination of premium pet food
and supplies.


PATRIOT COAL: Davis Polk Approved as Bankruptcy Counsel
-------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Patriot Coal Corporation,
et al., to employ Davis Polk & Wardwell LLP, as their attorneys to
perform the legal services that will be required during the
Chapter 11 cases.

In the motion, the Debtors said they have applied to employ Curtis
Mallet-Prevost, Colt & Mosle LLP as conflicts counsel to represent
the Debtors during the chapter 11 cases with respect to matters
that may arise for which Davis Polk cannot or will not represent
the Debtors because of actual or potential conflicts of interest.
Davis Polk will continue to work closely with the Debtors, Curtis,
and each of the Debtors' other retained professionals to clearly
delineate each professional's respective duties and to prevent
unnecessary duplication of services.

Marwill S. Huebner, a partner of Davis Polk, assures the Court
that the firm neither holds nor represents any interest adverse to
the Debtors and their estates.

                     About Patriot Coal Corp.

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

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Authorized to Pay $25MM Critical Vendors Claim
------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized, on a final basis,
Patriot Coal Corporation, et al., to pay some or all of the
prepetition claims of the critical vendors in an aggregate amount
not to exceed $25 million.

                        About Patriot Coal

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

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: MSHA Lifts Imminent Danger Order at Eagle Mine
------------------------------------------------------------
Newtown Energy, Inc., a subsidiary of Patriot Coal Corporation,
received an imminent danger order under Section 107(a) of the Mine
Act at the Eagle underground mine on Aug. 2, 2012.  The Eagle Mine
ceased production in May 2012.  During an examination of an
airshaft formerly used to ventilate the Eagle Mine, a Mine Safety
and Health Administration representative detected an accumulation
of excess methane near the bottom of the airshaft.  The Company
has taken appropriate actions to alleviate the methane, and MSHA
terminated the 107(a) order on Aug. 3, 2012.

No injuries resulted from the condition.  The Company received
approval from Federal and state regulatory agencies to permanently
seal the airshaft as part of the mine closure process.  The
Company disputes that the condition constituted an imminent danger
as set forth under Section 107(a) and intends to vigorously
contest the issuance of the order.

The Dodd-Frank Wall Street and Consumer Protection Act was enacted
on July 21, 2010.  Section 1503 of the Act requires a Current
Report on Form 8-K if a company is issued an imminent danger order
under Section 107(a) of the Federal Mine Safety and Health Act of
1977 by the federal Mine Safety and Health Administration.

                     About Patriot Coal Corp.

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

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Insurers Want Case Moved to West Virginia
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that four insurance companies that supplied reclamation
and surety bonds to Patriot Coal Corp. said Patriot's bankruptcy
case should be moved from Manhattan to West Virginia.

According to the report, the insurance companies say Patriot had
no connection with New York until five weeks before bankruptcy on
July 9 when two subsidiaries were incorporated in New York.
Otherwise, Patriot has "no nexus whatsoever" with Manhattan, the
insurers say.  On the other hand, there are "substantial
connections with West Virginia, whose state regulators oversee
operations.  While none of the 50 largest unsecured creditors is
in New York, 11 with claims totaling $9.6 million are from West
Virginia.  Pennsylvania comes in second place with three creditors
and $6.8 million in claims, the motion says.

The report notes the insurance companies concede in their Aug. 7
motion that venue in New York is technically proper because the
two subsidiaries are incorporated in New York.  They nonetheless
contend the case should be sent to West Virginia for the "interest
of justice and convenience of the parties" because the largest
part of Patriots operations are in West Virginia.

The insurance companies seeking to change venue are Argonaut
Insurance Co., Indemnity National Insurance Co., US Specialty
Insurance and Westchester Fire Insurance Co.  Together, they have
wrote $70 million in policies for Patriot.

                     About Patriot Coal Corp.

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

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.


PEREGRINE FINANCIAL: Liquidation of Wasendorf's Assets Begins
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, the receiver for Peregrine Financial Group Inc. was
given authority Aug. 8 by a federal district judge in Chicago to
take the $1.3 million cash surrender value of an insurance policy
on the life of Chief Executive Officer Russell R. Wasendorf Sr.
The receiver also was empowered to liquidate the jet aircraft,
believed to be worth $3.2 million.

According to the report, the aircraft may generate nothing for
creditors because the manufacturer has a lien of $4.3 million.
The receivership began on July 10 in U.S. District Court in
Chicago, where the judge appointed a receiver and froze the assets
the same day.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE FINANCIAL: Receiver Wins Bid to Cash in Life Insurance
----------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the receiver in the
U.S. Commodity Futures Trading Commission's fraud suit against
Peregrine Financial Group Inc. won an Illinois federal judge's
approval to surrender CEO Russell R. Wasendorf Sr.'s stake in a
plane and try to maximize the value of two life insurance policies
he owns.  U.S. District Judge Rebecca R. Pallmeyer granted
receiver Michael M. Eidelman's bid to turn in a Wasendorf life
insurance policy issued in 2004 for its
$1.3 million cash surrender value.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE FINANCIAL: Trustee Wins OK to Subpoena JPMorgan, Others
-----------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Peregrine Financial
Group Inc.'s liquidating trustee won court approval to subpoena
JPMorgan Chase Bank NA, Goldman Sachs & Co. and eight other major
banks in order to investigate any potentially shady transactions
in the bankrupt brokerage firm's records.  U.S. Bankruptcy Judge
Carol A. Doyle gave trustee Ira Bodenstein the go-ahead to send
subpoenas to at least 10 financial institutions ? a group that
also includes Morgan Stanley & Co. Inc. and Bank of New York
Mellon Corp. ? demanding documents related to Peregrine's conduct.

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's Chief Executive Russell R. Wasendorf Sr.
unsuccessfully attempted suicide outside a firm office in Cedar
Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial Group Inc. is the regulated unit of the
brokerage PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PINNACLE AIRLINES: Delays Q2 Form 10-Q Due to Bankruptcy Filing
---------------------------------------------------------------
Pinnacle Airlines Corp. and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York on April 1, 2012.  The Company has determined
that it is unable to file its quarter report on Form 10-Q for the
quarter ended June 30, 2012, within the prescribed time period
without unreasonable effort and expense due to the considerable
amount of time directed towards the Company's reorganization
efforts under bankruptcy and the departure of key accounting
personnel.  As a result, the Company's financial results for the
quarter ended June 30, 2012, have not been finalized.

                     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.


PONCE DE LEON: Cash Collateral Access Approved Until Sept. 25
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
Ponce De Leon 1403 Inc.'s authorization to use cash collateral of
secured creditor PRLP 2011 Holdings, LLC, until the plan
confirmation hearing, which is scheduled for Sept. 25, 2012.

The Debtor, in its motion, requested for a permanent order
authorizing use of cash collateral in the ordinary course of
business; and an order granting replacement liens on the Debtor's
assets in favor of PRLP as adequate protection.  The Debtor would
use the funds to continue its business operations.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender adequate
protection liens on all property of the Debtor's estate.

At a hearing held on June 19, the Court also found that payment to
PRLP of 70% of the sale of individual condominium units
constitutes adequate protection.

PRLP had objected to the cash collateral use, noting among other
things that there is lack of evidence of any alleged "equity
cushion."

The Debtor also filed a pleading requesting that the Court amend
the interim order in order to reflect that the amount owed to PRLP
as of the Petition Date was $14,600,000, not $45,000,000.  The
Debtor explained that the amount of $45,000,000 related to the
original construction loan for the project that began in 2005.

                      About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., at C. Conde & Assoc., in Old San Juan,
Puerto Rico, represents the Debtor as counsel.

U.S. Bankruptcy Court for the District of Puerto Rico has
granted Ponce De Leon 1403 Inc. permission to employ Doris Barroso
Vicens as accountant, with compensation to be paid in such amounts
as may be allowed by the Court.


PROSEP INC: Unit in Breach of Covenant With DnB Bank
----------------------------------------------------
ProSep Inc. disclosed in its earnings release that for the quarter
ended June 30, 2012 that one of its wholly-owned subsidiaries was
in breach of a covenant to maintain one of the financial ratios
stipulated in the Senior Acquisition Term Loan Facility dated Oct.
23, 2007 between DnB Bank as lender, and said subsidiary, as
Borrower.  A covenant waiver wherein the lender confirmed that the
breached covenant is not deemed to constitute an event of default
was obtained by the Company's subsidiary.

ProSep Inc. provides process solutions to the oil and gas
industry.  Net loss was $1.6 million for the second quarter of
2012, an improvement compared to a net loss of $2.4 million during
the corresponding quarter of last year.

A copy of the earnings release is available for free at:
http://is.gd/x3EChV


PULTEGROUP INC: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
PulteGroup Inc. to stable from negative. "At the same time, we
affirmed our ratings on the company, including the 'BB-' corporate
credit and issue-level ratings on the company's debt. Our recovery
rating on the company's unsecured senior notes is '3', indicating
a meaningful (50%-70%) recovery in the event of a payment
default," S&P said.

"The outlook revision reflects our expectation that improved
revenue and profitability trends over the balance of 2012 will
likely result in sufficient improvement in credit metrics to
support PulteGroup's 'BB-' corporate credit rating," said credit
analyst Susan Madison. "Despite a 7% reduction in active selling
communities, PulteGroup posted year-on-year home sales and revenue
gains for the second quarter of 2012 due to better absorption
trends. PulteGroup also continues to benefit from improved
operating margins following aggressive cost-cutting initiatives
the company implemented in the second half of 2011, and we expect
EBITDA growth to outpace revenue gains in 2012."

"The stable outlook reflects our expectation that credit trends
will gradually improve over the next year, resulting in credit
metrics that are more in line with similarly rated industrial
peers. We could lower our rating if demand for new homes falters
and PulteGroup appears unlikely to meet our 2012 expectations for
high single-digit growth in home sales and modest price
appreciation. Under this downside scenario, debt-to-EBITDA is
unlikely to approach 6x over the next year and liquidity could
become constrained as the company's current $1.3 billion balance
of cash and equivalents remains its primary source of liquidity to
fund growth initiatives and meet sizeable upcoming debt
maturities. Upwards rating momentum is not likely in the near
term absent substantial debt reduction that reduces sizeable 2014
through 2016 maturities and results in debt-to-EBITDA declining to
around 4x," S&P said.


QUIGLEY CO: U.S. Trustee Objects to Newest Chapter 11 Plan
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. trustee on
knocked the latest disclosure statement from Quigley Co. Inc.,
saying the Pfizer Inc. subsidiary had failed to explain how its
recently proposed Chapter 11 reorganization differed from the plan
the New York court refused to confirm two years earlier.

Bankruptcy Law360 relates that U.S. Trustee Tracy Hope Davis said
in her objection the court should reject Quigley's new disclosure
statement, because it not only lacks adequate information for
creditors, but also supports a Chapter 11 plan that is "patently
unconfirmable."

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RG STEEL: Gets Court Approval for $22 Million Asset Sale
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that RG Steel LLC won
Delaware federal court approval Wednesday for the separate sale of
two Ohio assets, which will bring a total of $22 million, as the
Company continues the liquidation of its remaining properties.

No mention was made at Wednesday's hearing about the fate of the
company's two marquee assets -- steel mills in Sparrows Point,
Md., and Warren, Ohio -- which had been scheduled to be auctioned
Tuesday, and counsel for RG Steel declined to comment on the
auction when asked afterward, according to Bankruptcy Law360.


                          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.


RUSSELL COOK: Owner of Lot Approved for Racetrack in Bankruptcy
---------------------------------------------------------------
Kathryn Wall at News-Leader.com reports that Russell Cook and wife
Wanda have filed for Chapter 11 bankruptcy.  According to the
report, the Cooks own the land near Ridgedale that was approved by
Taney County officials for a NASCAR-style racetrack.  Nearby
residents and Big Cedar Lodge officials opposed the track over
concerns about traffic, noise pollution and environmental impact.

The report, citing court documents, says the Cooks owe as many as
49 creditors a total of $1 million to $10 million.  The Cooks' net
worth is estimated between $10 million to $50 million.

The report notes the top 20 unsecured creditors owed the most
money include Murphy Tractor of Springfield; Adam-Carter
Consulting in Ozark; the Internal Revenue Service and Ozark
Mountain Energy in Mount Vernon.

The report adds the property narrowly avoided being sold on the
auction block in April.  At the time, the property was to be sold
because the Cooks and other business partners owed more than
$900,000 to Empire Bank.

The report says, in April, Mr. Cook confirmed that the sale was
cancelled because the bank and the debtors had come to an
agreement.

According to the report, Mr. Cook is also being sued by Paul
Vozar, who claims Mr. Cook had violated a confidentiality
agreement in the project.  That civil case remains pending.  Mr.
Cook does not currently have a listed attorney in that case.


SABRE INDUSTRIES: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned initial ratings to Sabre
Industries, Inc.; Corporate Family ("CFR") and Probability of
Default ("PDR") ratings of B2 and 1st lien bank obligations of B1,
LGD-3, 37%. The ratings reflect financial leverage being deployed
in the leveraged acquisition of Sabre by an affiliate of Kohlberg
& Company as well as the company's modest scale and exposure to
cyclical levels of capital expenditure in key end-markets of
domestic electric transmission and distribution and wireless
communication providers. A strong backlog of orders supports
expectations for revenue growth, and, once near term capacity
expansion is complete, should facilitate stronger free cash flow
generation. The rating outlook is stable.

Ratings Rationale

Kohlberg Investors VII, L.P. along with several co-investors
("Kohlberg") has agreed to acquire Sabre from an affiliate of
Corinthian Capital Group. The transaction will be funded with
proceeds from a $130 million term loan, $62.5 million of
subordinated debt (not rated) and a significant equity
contribution.

Sabre's B2 CFR and PDR incorporate the company's modest revenue
base, significant financial leverage resident in its capital
structure as well as a track record of limited free cash flow
generation. The company is one of the larger North American
providers of poles, towers and related storage shelters deployed
in electric transmission & distribution grids as well as wireless
communication networks. These sectors remain subject to cyclical
developments but, in the short-term, the company's backlog drives
expectations of higher revenue, particularly from its segment
servicing electric transmission and distribution requirements.
Growth historically has required incremental working capital and
investment in productive capacity, constraining free cash flow.
Over the next 12-18 months, capital expenditures related to
expansion plans and higher sales volumes and related incremental
working capital needs will produce negative free cash flow and
require external financing. The company's comparatively slim
margins and high level of fixed charges flowing from the
acquisition debt and operating leases are expected to initially
produce relatively modest coverage ratios. Once current expansion
projects are complete, lower maintenance capex combined with
ongoing infrastructure spending by its customers should improve
prospects for free cash flow. The project nature of the business
mix, dependence upon a relatively narrow set of customers, and
continued management of metal cost/price developments can also add
volatility to its results as will an acquisition strategy that may
require incremental indebtedness.

The stable outlook anticipates that demand for Sabre's product
offerings will maintain revenues at fairly high levels over the
rating horizon. Similarly, those volumes should sustain the
company's margins and begin to moderate working capital needs as
growth subsides in subsequent periods, allowing firmer prospects
for material free cash flow. Adequate liquidity is anticipated as
a result of availability under a $60 million committed revolving
credit facility.

Lower ratings or a negative outlook could develop if debt/EBITDA
exceeded 6 times as a result of lower profitability or incurring
additional debt, EBITA/interest fell below 1.25 times or if free
cash flow remained negative as a result of factors beyond
currently anticipated capex. Developments that could lead to
stronger ratings or a positive outlook would include lowering
debt/EBITDA below 4 times combined with EBITA/interest coverage
materially above 2 times and free cash flow/debt consistently
above 5%.

Ratings assigned:

Corporate Family, B2

Probability of Default, B2

$60 million revolving credit, B1 (LGD-3, 37%)

$130 million term loan, B1 (LGD-3, 37%)

The principal methodology used in rating Sabre was the Global
Manufacturing Industry 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.

Sabre Industries, Inc., headquartered in Alvarado, TX,
manufactures towers, poles, shelters and related transmission
structures used in the wireless communications and electric
transmission and distribution industries. Annual revenues in
fiscal 2012 were approximately $369 million.


SANMINA-SCI CORP: Moody's Cuts Sr. Unsec. Note Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Sanmina-
SCI Corporation's $500 million senior unsecured notes due 2019 and
$257 Million (originally $300 Million) Senior Floating Rate Notes
due 2014, each to B2 (LGD5-72%) from B1 (LGD4-56%). Following the
full redemption of the Senior Subordinated Notes due 2016, the
expansion of the revolving credit facility and the addition of a
corporate mortgage there is more senior debt within Sanmina's
capital structure. As such, the senior unsecured debt is expected
to bear greater loss absorption relative to Sanmina's other
liabilities, including sizeable foreign payables. In accordance
with Moody's Loss Given Default Methodology ("LGD"), the senior
unsecured debt rating was lowered to reflect this higher expected
loss.

The Corporate Family Rating ("CFR") and the probability of default
rating remain B1 and the rating outlook is stable.

The following is a summary of the rating action and Moody's
current ratings for Sanmina:

Ratings Downgraded:

Senior Unsecured Notes due 2019 -- B2 (LGD-5, 72%) from B1 (LGD-4,
56%)

Senior Floating Rate Notes due 2014 -- B2 (LGD-5, 72%) from B1
(LGD-4, 56%)

Ratings Rationale

Sanmina's B1 CFR is supported by its status as a leading Tier-1
electronics manufacturing supplier (EMS) supplier with a focus on
non-consumer high-end products and services and vertically-
integrated manufacturing. However, the B1 rating incorporates
Moody's expectation for potentially weaker EBITDA (in the range of
$290 to $350 million, Moody's adjusted) and slightly higher
financial leverage (up to 4x total debt to EBITDA, Moody's
adjusted) in fiscal year 2013 amid a slowing global economy. The
weakness in operating performance and higher leverage is
counterbalanced by improving liquidity with higher free cash flow
generation due to reduced working capital requirements. Moody's
expects Sanmina to generate $140 to $200 million of free cash flow
in fiscal year 2012.

Sanmina is smaller in size and has higher financial leverage
compared to its larger vertically-integrated EMS peers. In
addition, Sanmina's operating/free cash flow margin volatility, as
well as sub-par performance in its printed circuit board (PCB)
division weigh on the ratings. The rating also reflects Sanmina's
limited demand and pricing visibility, customer concentration (top
ten customers accounted for about 50% of net revenue over the last
twelve months) and exposure to original equipment manufacturers
(OEMs) in highly cyclical end markets (e.g., telecommunications
and enterprise computing). Lastly, the rating recognizes Sanmina's
sizable working capital requirements during periods of rising
demand and strong revenue growth, which can result in episodes of
negative free cash flow.

Structural Considerations

The individual debt instrument ratings are rated based on the
probability of default, which is B1, as well as the expected loss
given default of the individual debt instrument. The senior
unsecured notes are rated B2 (LGD-5, 72%), one notch below the
CFR. In accordance with Moody's LGD Methodology, the senior
unsecured debt is expected to bear greater loss absorption
(following the full redemption of the company's Senior
Subordinated Notes due 2016 and the addition of more senior debt
within its capital structure) relative to Sanmina's other
liabilities, including sizeable foreign payables. The senior
unsecured notes are guaranteed by the domestic guarantor
subsidiaries. However, the majority of Sanmina's assets are
outside of the US.

The $300 million ABL facility is senior to the unsecured notes,
and the size of the ABL facility is relatively small compared to
the total amount of the senior unsecured notes. The ABL facility
is established on a borrowing base and is secured by a first lien
interest on: (i) the accounts receivable and inventory of the
company's US and Canadian operating subsidiaries; and (ii) 65% of
the stock of Sanmina's first-tier foreign subsidiaries and the
credit facilities residing at the foreign operating subsidiaries.

What Could Change the Rating - Up

It is unlikely ratings could be upgraded over the near-term given
Moody's expectation for weaker EBITDA and higher leverage.
However, ratings could be considered for an upgrade if Sanmina:
(i) continues to maintain gross and operating margins of at least
7.5% and 3.5%, respectively; (ii) sustains total debt to EBITDA
under 4x (Moody's adjusted); (iii) successfully executes working
capital initiatives to improve DSO and inventory days such that
the cash conversion cycle improves to the mid-40 days level
(Moody's adjusted) on a sustained basis; and (iv) demonstrates
consistent positive free cash flow generation without
deterioration in margins and financial leverage metrics.

What Could Change the Rating - Down

The rating could be downgraded if Sanmina experienced: (i)
substantial revenue erosion either due to secular decline of end
markets served or market share/customer losses due to execution
issues; (ii) increased competition, industry consolidation and/or
operational realignment; (iii) deterioration in profitability
metrics (e.g., gross margins below 6.0% or operating margins below
2.5% on a sustained basis); or (iv) sustained negative free cash
flow generation or cash levels below $350 million due to
increasing working capital intensity, rising capex or significant
stock purchases.

The principal methodology used in rating Samina was the Global
Distribution & Supply Chain Services Industry Methodology
published in November 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.


SANUWAVE HEALTH: Incurs $1.4 Million Net Loss in Second Quarter
---------------------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.42 million on $210,357 of revenue for the three months ended
June 30, 2012, compared with a net loss of $3.57 million on
$163,749 of revenue for the same period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $3.25 million on $448,897 of revenue, compared to a net
loss of $5.75 million on $415,502 of revenue for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $3.40 million
in total assets, $7.70 million in total liabilities and a
$4.29 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that the continuation of its business is dependent
upon raising additional capital.  The Company expects to devote
substantial resources to continue its research and development
efforts, including clinical trials.  Because of the significant
time it will take for the Company's products to complete the
clinical trial process, and for the Company to obtain approval
from regulatory authorities and successfully commercialize its
products, the Company will require substantial additional capital.
The operating losses create uncertainty about the Company's
ability to continue as a going concern.

As of June 30, 2012, the Company had cash and cash equivalents of
$1,400,875.  The Company may be able to raise additional capital
through the issuance of common or preferred stock, securities
convertible into common stock, or secured or unsecured debt, or
the Company may seek an investment by a strategic partner in a
specific clinical indication or market opportunity, or the Company
may sell all or a portion of the Company's assets.  If these
efforts are unsuccessful, the Company may be forced to seek relief
through a filing under the U.S. Bankruptcy Code.

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

                         http://is.gd/lRLCIk

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, expressed substantial doubt
about SANUWAVE's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations and is economically dependent
upon future issuances of equity or other financing to fund ongoing
operations.


SELECT MEDICAL: Moody's Cuts Sr. Secured Debt Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded the rating on the senior
secured debt of Select Medical Corporation, a wholly owned
subsidiary of Select Medical Holdings Corporation (collectively
Select Medical), to Ba3 (LGD 3, 38%) from Ba2 (LGD 2, 28%). This
action concludes the review initiated on August 2, 2012 following
Select Medical's announcement that it had initiated discussions
regarding an incremental extension of credit under its senior
secured credit facility.

The downgrade of the senior secured debt reflects the increase in
the senior secured claim in the capital structure and
corresponding decline in expected recovery as determined in the
application of Moody's Loss Given Default Methodology. Moody's
understands that the incremental term loan of $275 million will be
used to redeem a like amount of the 7.625% subordinated notes due
2015.

Following is a summary of Moody's actions.

Ratings downgraded:

Select Medical Corporation:

Senior secured revolving credit facility expiring 2016, to Ba3
(LGD 3, 38%) from Ba2 (LGD 2, 28%)

Senior secured term loan B due 2018, to Ba3 (LGD 3, 38%) from Ba2
(LGD 2, 28%)

Ratings unchanged/LGD assessments revised:

Select Medical Corporation:

7.625% senior subordinated notes due 2015, to B3 (LGD 5, 87%) from
B3 (LGD 5, 80%)

Select Medical Holdings Corporation:

Senior floating rate notes due 2015, B3 (LGD 6, 94%)

Corporate Family Rating, B1

Probability of Default Rating, B1

Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

Select Medical's B1 Corporate Family Rating reflects the company's
moderately-high leverage, as well as its reliance on the specialty
hospital segment for the majority of its EBITDA, which presents
risk given the concentration of revenue from Medicare. The rating
also reflects Moody's consideration of Select Medical's
considerable scale and position as one of the largest long-term
acute care hospital operators and outpatient rehabilitation
providers in the US. Ratings also reflect Moody's expectation that
the company will continue to generate strong free cash flow that
can be used to repay debt and invest in growth opportunities.

Moody's could upgrade the rating if it expects the company to
maintain leverage below 4.0 times either through additional debt
repayment or EBITDA growth. Moody's would also have to be
comfortable that the current operations could absorb potential
negative regulatory developments at the higher rating level or see
evidence that the regulatory environment was becoming more benign.

The considerable reduction in leverage over the last two years and
the improvement in the maturity profile of the company mitigate
the likelihood of a rating downgrade in the near term. Moody's
could downgrade the rating if adverse developments in Medicare
reimbursement result in significant deterioration in margins or
cash flow coverage metrics, or if the company completes a material
debt financed acquisition or shareholder initiative. More
specifically, Moody's could downgrade the rating if it expects
leverage to rise and be sustained above 5.0 times.

For further details, refer to Moody's Credit Opinion for Select
Medical Holdings Corporation on moodys.com.

The principal methodology used in rating Select Medical was the
Global Healthcare Service Provider 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.

Select Medical, headquartered in Mechanicsburg, PA, provides long-
term acute care hospital services and inpatient acute
rehabilitative care through its specialty hospital segment. The
company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical recognized approximately $2.9 billion in
revenue, before considering the provision for bad debt, in the
twelve months ended June 30, 2012.


SELECT MEDICAL: S&P Cuts Senior Secured Debt Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Select Medical Corp.'s senior secured debt to '2', indicating its
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default, from '1' (90% to 100% recovery
expectation). "We lowered our issue-level rating on this debt to
'BB-' (one notch higher than our 'B+' issuer rating on the
company) from 'BB', in accordance with our notching criteria for a
'2' recovery rating. The issue-level rating was removed from
CreditWatch, where it was placed with negative implications Aug.
1. The rating revisions follow Select's upsizing of its term loan
due 2018 by $275 million, bringing the aggregate amount to $1.1
billion. Our view is that the larger size of this debt class
reduces recovery prospects in the event of a default. All other
existing ratings on the company are unaffected," S&P said.

"The corporate credit rating on Select is 'B+' and the rating
outlook is stable. The 'B+' rating reflects our assessment of the
company's business risk profile as 'weak' and the financial risk
profile as 'aggressive,' according to our criteria. We view
Select's business risk profile as 'weak' predominately because of
reimbursement risk and its relatively narrow focus. Government
reimbursement risk is the single most significant key credit
factor in our business risk assessment, because the company's most
important business, its specialty hospital division, relies on
Medicare for about 60% of that division's revenues and nearly 50%
of total revenues. Our assessment of Select Medical's financial
risk profile as 'aggressive' reflects our calculation of debt to
EBITDA of about 4.5x as of March 31, 2012, and is consistent with
our expectation that leverage will remain near that level for the
rest of 2012," S&P said.

RATINGS LIST

Select Medical Corp.
Corporate Credit Rating                B+/Stable/--

Ratings Revised and Off CreditWatch
                                        To           From
Select Medical Corp.
Senior Secured                         BB-          BB/Watch Neg
   Recovery Rating                      2            1


SENTINEL MANAGEMENT: BNY Mellon Beats Trustee in $550MM Appeal
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of New York Mellon Corp. won an appeal Aug. 9
upholding its victory in a $550 million lawsuit brought by the
Chapter 11 trustee for defunct money manager Sentinel Management
Group Inc.

According to the report, the 24-page opinion from the U.S. Court
of Appeals in Chicago upheld a ruling in November 2010 by U.S.
District Judge James B. Zagel who dismissed the trustee's claims
following a 17-day trial without a jury.  Judge Zagel also ruled
that bank had a valid secured claim.

The report recounts that the trustee filed suit in March 2008
alleging the bank aided fraud conducted by Sentinel's management.
Sentinel's liquidating Chapter 11 plan was confirmed in December
2008.  On appeal, Sentinel trustee Frederick Grede argued that the
bank was liable for receiving fraudulent transfers.  The trustee
contended that receiving money from customers' segregated accounts
amounted to fraudulent transfers automatically.

According to the report, the opinion Thursday by Circuit Judge
John D. Tinder said that using "client funds as collateral to
finance proprietary trading is quite troubling."  Judge Tinder
nonetheless upheld Judge Zagel's ruling because the lower court's
findings of fact "are entitled to great deference."  Judge Tinder
said that moving money from clients' segregated accounts is
insufficient "on its own" to support a conclusion that the
transfers were made with "actual intent to hinder, delay or
defraud."  He viewed the improper use of customer funds as
evidencing "ambiguous purposes."  The result on appeal might have
been different; Judge Tinder said if Mr. Grede had shown that
Sentinel "knew at the time of the transfers that its scheme would
ultimately fail."

Judge Tinder also ruled that Mr. Grede failed to show valid
grounds for equitably subordinating the bank's claims.  "At
worse," he said, "the bank officials acted negligently, but not
fraudulently." according to the report

The report relates according to Judge Tinder, the bank's knowledge
that Sentinel was pledging $300 million with only $2 million in
capital "doesn't require a finding that the bank's conduct was
sufficiently egregious."

The trustee alleged that the bank played a "pivotal role" in
Sentinel's collapse and "aided and abetted breaches of fiduciary
duty committed by certain Sentinel insiders."

The decision on appeal is In re Sentinel Management Group Inc.,
10-3787, U.S. 7th Circuit Court of Appeals (Chicago).  The suit in
district court is Grede v. Bank of New York, 08-2582, U.S.
District Court, Northern District of Illinois (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represent the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
Dec. 15, 2008, and Mr. Grede is managing the liquidation.


SERVICEMASTER CO: S&P Rates $1BB Tranche B Term Loan 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to Memphis, Tenn.-based The ServiceMaster
Co.'s proposed tranche B term loan due January 2017, which the
company estimates will be about $1 billion. The tranche B term
loan would extend a portion of its existing $2.5 billion secured
term loan facility due in July 2014. "The recovery rating on the
secured term loan is '2', indicating our expectation of
substantial recovery (70%-90%) to debtholders in the event of a
default," S&P said.

"We expect this transaction, together with the recently issued $1
billion of 6.125% senior unsecured notes, to be essentially
leverage neutral as the company will use proceeds from both
transactions primarily to repay existing debt. As such, we
estimate the company's debt to EBITDA leverage will remain
relatively unchanged, which was about 6.5x for the 12 months ended
June 30, 2012. The company had approximately $3.9 billion of
reported debt outstanding as of June 30, 2012," S&P said.

"The ratings on ServiceMaster reflect our view that the company's
financial profile continues to be 'highly leveraged,' particularly
because the company's balance sheet remains highly leveraged and
we expect cash flow protection measures to continue to be weak. In
addition, we continue to consider ServiceMaster's business risk
profile to be 'fair,' reflecting our view that the company's
business will remain sensitive to still-weak economic conditions,
consumer spending, and seasonal weather conditions. Still,
ServiceMaster benefits from its business positions in its
fragmented and competitive end markets, which have historically
translated into good cash flow generation from a fairly diverse
portfolio of services," S&P said.

RATINGS LIST

The ServiceMaster Co.
Corporate Credit Rating                         B/Stable/--

New Rating

The ServiceMaster Co.
Sr secd tranche B term loan due January 2017    B+
  Recovery Rating                                2


SINCLAIR BROADCAST: Files Form 10-Q, Posts $30MM Income in Q2
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $30.13 million on $253.55 million of total revenues
for the three months ended June 30, 2012, compared with net income
of $18.47 million on $188.86 million of total revenues for the
same period during the prior year.

The Company reported net income of $59.20 million on $477.39
million of total revenues for the six months ended June 30, 2012,
compared with net income of $33.60 million on $371.46 million of
total revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $2.16 billion
in total assets, $2.22 billion in total liabilities and a $66.28
million total deficit.

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

                        http://is.gd/Z3UMNQ

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SIONIX CORP: Messrs. Calligar and Brogan Named to Board
-------------------------------------------------------
The Board of Directors approved the appointment of Ken Calligar
and Bernard Brogan to Sionix Corporation's Board.  On July 31,
2012, Mr. Calligar and Mr. Brogan each accepted the appointment
and agreed to serve on the Company's Board of Directors.

Mr. Calligar founded Convertible Capital, a division of Trump
Securities, in July 2008, a New York based investment banking
firm, specializing in highly tailored capital raising and advisory
work, and remains its Managing Partner.  From 2006 to 2008, Mr.
Calligar was a managing director with Jefferies & Co. where he ran
the equity-linked Capital Markets Group.  In addition he has held
managing positions in convertible securities groups at H&Q, Chase,
PaineWebber, and UBS.  Mr. Calligar was selected for the Company's
Board of Directors due to his experience raising capital in both
equity and debt markets.

Since October, 2011 Mr. Calligar has been the holder of an
approximately 6% membership interest in REVH20, LLC, a New York
based provider of a fluids management suite-of-services to
drillers and producers to reduce their overall costs and maximize
their efficiency.  Convertible Capital serves as an advisor and
placement agent to REVH2O.  REVH2O is currently constructing its
primary water remediation & recycling facility in the heart of the
Marcellus Shale (Ulysses, PA) gas formation.  REVH20 holds a
minority membership interest in Williston Basin 1, LLC, of which
Sionix Corporation is a 60% member.  REVH20 holds common shares
and warrants in Sionix Corporation, and certain of its principals
are shareholders of Sionix Corporation common stock.

Mr. Calligar will receive a quarterly stipend of $7,500 for his
Board service, which is payable in common stock the amount of
which is based on the volume weighted average price of our common
stock for the period of his service compensated.  There is no
arrangement between Mr. Calligar and any other person pursuant to
which he was selected as a director.

Mr. Brogan has been self-employed as a consultant since April 2000
and operates out of Dublin, Ireland where he resides.  His
consulting experience includes a variety of turn around and real
estate projects.  Mr. Brogan spent a majority of his career with
Microsoft where he was employed from 1988 to 2000.  He held a
variety of engineering management and strategic positions in the
Microsoft European Operations center in Dublin, Ireland.  Mr.
Brogan was selected for our Board of Directors for his engineering
and manufacturing experience, and his business relationships.

Mr. Brogan purchased a convertible note from Sionix Corporation in
July 2008 in the amount of $750,000.  The note was renewed in July
2009 and has been extended several times since the original due
date, which was July 31, 2010.  Currently the note remains unpaid
and the maturity has been extended through Sept. 30, 2012.  The
current amount due including accrued interest is approximately
$1,158,625.

Mr. Brogan will receive a quarterly stipend of $7,500 for his
Board service, which is payable in common stock the amount of
which is based on the volume weighted average price of our common
stock for the period of his service compensated.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

The Company's balance sheet at March 31, 2012, showed
$2.77 million in total assets, $3.60 million in total current
liabilities, and a stockholders' deficit of $830,380.

As reported in the TCR on Dec. 27, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., expressed substantial doubt about Sionix
Corporation's ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2011.
The independent auditors noted that the Company has incurred
cumulative losses of $31.9 million.  "In addition, the company has
had negative cash flow from operations for the period ended
Sept. 30, 2011, of $2,187,812."


SOLYNDRA LLC: President Told Loan Was Solid Before Bankruptcy
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Energy Secretary Steven Chu told President
Barack Obama that the government-guaranteed loan to Solyndra LLC
was sound, two months before the manufacturer of solar panels
filed bankruptcy.  The disclosure was made in documents released
Aug. 10 by the Republican-led House Committee on Oversight and
Government Reform.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.


SOUTH EDGE: Meritage Fails to Overturn Trustee's Confirmed Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Meritage Homes Corp., one of the eight original
owners of the 2,000-acre Inspirada residential development in
Henderson, Nevada, failed in its effort at overturning the U.S.
Bankruptcy Court's approval of the project's reorganization plan
in October.

The report recounts that the trustee that Judge Bruce A. Markell
appointed for the development worked out a settlement underlying
the reorganization plan.  The settlement brought together the
trustee, the secured lenders and the owners other than Meritage.
Meritage lodged the only objection to confirmation.

According to the report, U.S. District Judge Philip M. Pro from
Las Vegas wrote a 23-page opinion on Aug. 8 concluding that
Bankruptcy Judge Markell committed no error in approving the plan.
Judge Pro noted that the 9th Circuit, covering western states
including California and Nevada, is alone among the federal courts
of appeal by having a blanket prohibition against so called third-
party releases.

Judge Pro analyzed the plan as not giving releases to non bankrupt
third parties such as the lenders and the home builder owners.  He
said that the plan only established the threshold that must be met
if there are later lawsuits challenging conduct occurring during
the Chapter 11 case.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.

On Oct. 27, 2011, the Bankruptcy entered an order confirming a
joint plan of reorganization that will implement a settlement
negotiated in May by the secured lenders with the Chapter 11
trustee and the homebuilders that represented 92% of the ownership
interests in the project.  The plan was proposed by JPMorgan Chase
Bank, N.A., as administrative agent under the Prepetition Credit
Agreement, and the settling homebuilders.  The plan calls for the
settling homebuilders to pay the lenders $335 million to settle
their claims.

Meritage filed the sole objection to the plan and was not part of
the settling group.  Meritage has taken an appeal from the
confirmation order.

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

A copy of the Order confirming the Joint Plan of Reorganization
is available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf


SPEEDEMISSIONS INC: Richard Molinsky Discloses 1.4% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Richard Molinsky and his affiliates disclosed
that, as of July 31, 2012, they beneficially own 470,438 shares of
common stock of Speedemissions, Inc., representing 1.4% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/jaVOK5

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Ga., expressed substantial doubt about Speedemissions'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a capital deficiency.

The Company reported a net loss of $1.6 million on $8.3 million of
revenue for 2011, compared with a net loss of $2.2 million on
$9.3 million of revenue for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 million in total assets, $851,141 in total liabilities,
$4.57 million series A convertible, redeemable preferred stock,
and a $3.23 million total shareholders' deficit.


SPRINT NEXTEL: Keith Cowan Quits as Head of Strategic Planning
--------------------------------------------------------------
Keith Cowan, president, Strategic Planning and Initiatives of
Sprint Nextel Corporation, would be leaving the Company on
Sept. 30, 2012.

                        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.

The Company'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.

                           *     *     *

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.

As reported by the TCR on Aug. 8,2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: Fitch Rates 2-Tranche Unsecured Notes Offering 'B+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to Sprint Nextel
Corporation's two-tranche benchmark-sized offering.  This includes
unsecured senior notes due 2020 and 2022.  The company intends to
use the net proceeds from the notes offering for general corporate
purposes, which may include, among other things, redemptions or
service requirements of outstanding debt, network expansion and
modernization and potential funding of Clearwire.

The Rating Outlook for Sprint Nextel and its subsidiaries is
Negative.

The ratings for Sprint reflect the on-going execution risk both
operationally and financially regarding several key initiatives
that the company expects will improve cash generation, network
performance and longer-term profitability.  Risks include
achieving expected cost benefits associated with its network
modernization, improving its competitive position with its 4G
deployment, maintaining postpaid CDMA subscriber trends, improving
iPhone dilution rates and retaining its Integrated Digital
Enhanced Network (iDEN) subscribers.

Second quarter results show the company has generally managed
these risks with improved CDMA churn, strong ARPU growth, better
than expected iDEN subscriber retention and accelerated iDEN
network shutdown.  Consequently, Sprint Nextel materially
increased EBITDA guidance for 2012.  However, execution risk and
cash burn rates will increase materially in the coming quarters as
Sprint advances on its multi-faceted plans.  The company's
performance during the next two to three quarters will be a strong
indicator whether Sprint Nextel can successfully navigate these
risks, improve profitability and remain competitive.

Sprint Nextel has significantly fortified its liquidity position
and reduced medium-term refinancing risk since late 2011.  The
past two debt issuances and vendor financed secured credit
agreement raised an additional $7 billion of financing.  During
this time, Sprint has also repaid $3.25 billion of maturing debt.
The company's liquidity at the end of the second quarter 2012 was
approximately $8 billion, including $6.8 billion in cash.  In
addition, up to $500 million is available through May 31, 2013
under the first tranche of the secured equipment credit facility.
The current liquidity helps address Sprint Nextel's material cash
requirements expected through at least 2013 which could be in
excess of $5 billion due primarily to the network modernization
project and iPhone rollout.

Sprint's $2.24 billion unsecured revolving credit facility expires
in October 2013. Sprint negotiated an amendment to the credit
facility to give it cushion relief into 2013, due to iPhone-
related losses.  The leverage ratio for the covenant is currently
4.25 times (x) and will reduce to 4x beginning in January 2013.
As of June 30, 2012, the ratio was 3.4 to 1.0 as compared to 3.7
to 1.0 as of Dec. 31, 2011.

This latest issuance will allow Sprint to address its sizeable
maturities during the next three years totaling approximately $4.8
billion. Maturities include approximately $800 million in 2013,
$1.4 billion in 2014 and $2.6 billion in 2015.  Fitch expects the
company to continue opportunistically seeking debt refinancing to
reduce maturity risk going forward.  Sprint Nextel will also
likely need to consider parameters for a new facility by the end
of 2012 given the 2013 maturity.

The Sprint Nextel credit agreement allows sizeable carve-outs for
additional senior indebtedness.  The carve-outs include unsecured
junior guaranteed indebtedness that is subordinated in right of
subsidiary guarantees to the credit facilities not to exceed $4
billion. Between the last two debt offerings, Sprint has now
issued $4 billion in junior guaranteed debt.  The unsecured junior
guaranteed debt is senior to the unsecured notes at Sprint Nextel,
Sprint Capital Corporation and Nextel Communications Inc.  The
unsecured senior notes at these entities are not supported by an
upstream guarantee from the operating subsidiaries.

The credit agreement additionally allows capacity for unsecured
senior guaranteed indebtedness of $2 billion.  This debt would
benefit from the same guarantee and rank equally in right of
payment to the unsecured credit facilities.

Sprint Nextel has indicated potential plans for an additional $1
billion to $2 billion of secured vendor financing. Fitch expects
this would be similar in nature to the $1 billion secured credit
agreement reached at the end of May 2012.  The borrowers under the
existing credit agreement are all of the material Sprint Nextel
subsidiaries that currently guarantee Sprint Nextel's revolving
credit facility and junior guaranteed notes.

Within the past three quarters, Sprint has placed $5 billion of
debt including the $1 billion vendor financed secured credit
agreement that is senior to the senior unsecured notes (no
upstream guarantee) at Sprint Nextel Corp and Sprint Capital Corp.
and Nextel Communications Inc. (NCI).  Consequently this has
diminished recovery prospects for the unsecured notes to the low
end of the range for the 'RR4' recovery level.  Fitch believes
that any further secured vendor financing would cause a one notch
downgrade of the unsecured (no upstream guarantee) debt at Sprint
Nextel Corp. and Sprint Capital Corp.  due to reduced recovery
support.  Currently some uncertainty exists as to the timing, the
amount and whether Sprint Nextel will reach an agreement for
additional vendor financing.

Fitch acknowledges the preferred position structurally of NCI
bondholders versus the unsecured (no upstream guarantee)
bondholders at Sprint Nextel Corp. and Sprint Capital Corp.  This
difference has become more pronounced with the increasing
complexity of more senior debt in Sprint Nextel's capital
structure.  The NCI bondholders are supported primarily by the
value resident in the spectrum licenses held by Nextel operating
entities since the operating cash flows from Nextel operating
subsidiaries are becoming de minimis with a complete shutdown in
mid-2013.

Recovery distinctions between NCI bondholders and the unsecured
bondholders of Sprint Nextel Corp. and Sprint Capital Corp. are
difficult due to the uncertainty of whether that part of the
capital structure would face substantive consolidation or retain
its structural subordination.  There is evidence that bankruptcy
proceedings use substantive consolidation when there has been
material flow of capital from one entity to another, which is
present in this scenario.

Notwithstanding, in the event Sprint Nextel layers in more secured
vendor financing which further diminishes recovery prospects for
the unsecured notes, it's likely Fitch will recognize that NCI
bondholders could experience enhanced recovery versus the rest of
the unsecured (no upstream guarantee) notes.  Fitch expects Sprint
Nextel will continue paying down NCI debt first given the $3.8
billion in maturities the next three years.

The ratings have limited flexibility for execution missteps,
weakened core operational results, significantly higher cash
requirements, Clearwire event risk or lack of expected benefits
from the network modernization project.  Fitch expects leverage
for Sprint Nextel to peak in the low 5x range during 2012.  As a
result, Fitch will not remove the Negative Outlook during 2012.  A
stabilization of the Outlook could occur by mid-2013 if Sprint
Nextel executes on stated objectives and the company demonstrates
further operational and financial improvements.

WHAT COULD TRIGGER A RATING ACTION

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

  -- Lack of expected cost benefits associated with network
     modernization;
  -- iPhone dilution greater than expected;
  -- Postpaid Subscriber trends materially weaken;
  -- Cash requirements materially higher;
  -- iDEN subscriber retention;
  -- Clearwire event risk;
  -- Network upgrade delays and operating difficulties;
  -- Additional vendor financed debt leading to a downgrade of
     unsecured issue ratings at Sprint Capital Corp. and Sprint
     Nextel Corp.

Positive: The Rating Outlook is Negative. As a result, Fitch's
sensitivities do not currently anticipate developments with a
material likelihood, individually or collectively, of leading to a
rating upgrade.

The ratings of Sprint Nextel and its subsidiaries are as follows:

Sprint Nextel Corporation;

  -- Issuer Default Rating (IDR) 'B+';
  -- Senior unsecured credit facility 'BB/RR2';
  -- Junior guaranteed unsecured notes 'BB/RR2';
  -- Senior unsecured notes 'B+/RR4'.

Sprint Capital Corporation;

  -- IDR 'B+';
  -- Senior unsecured notes 'B+/RR4';

Nextel Communications Inc. (Nextel);

  -- IDR 'B+';
  -- Senior unsecured notes 'B+/RR4'.


SPRINT NEXTEL: Moody's Confirms 'B1' CFR; Rates New Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service confirmed Sprint Nextel's B1 corporate
family rating (CFR) and also assigned B3 ratings to its two
proposed offerings of Senior Unsecured Notes due 2020 and 2022.

The confirmation of the CFR reflects the substantial progress the
company has made towards having a fully funded business plan and,
as importantly, because Moody's believes that the company's
turnaround is gathering steam. The rating outlook is stable.

The proceeds will be used for general corporate purposes, the
repayment of existing debt, network expansion and modernization,
and the potential funding of Clearwire. The outlook for all
ratings is now stable. This concludes the review for downgrade
initiated in October 2011.

Moody's has taken the following rating actions:

Issuer: Sprint Nextel Corp.

  Assignments:

    Senior Unsecured Notes due 2020, Assigned a rating of B3,
    LGD5 (79%)

    Senior Unsecured Notes due 2022, Assigned a rating of B3,
    LGD5 (79%)

    Corporate Family Rating -- B1, unchanged

    Probability of Default Rating -- B1, unchanged

    Speculative Grade Liquidity Rating -- SGL-1, from SGL-2 prior

    Outlook -- Stable, from Rating Under Review

    Senior Unsecured Notes -- B3, LGD5 (79%) from B3, LGD5 (82%)

    Junior Guaranteed Unsecured Notes -- Ba3, LGD3 (38%) from
    Ba3, LGD3 (41%)

    Senior Unsecured Gtd. Bank Credit Facility -- Ba1, LGD2 (15%)
    from Ba1, LGD2 (17%)

Issuer: Sprint Capital Corp.

   Outlook -- Stable, from Rating Under Review

   Senior Unsecured Notes -- B3, LGD5 (79%) from B3, LGD5 (82%)

Issuer: iPCS Inc.

   Outlook -- Stable, from Rating Under Review

   Senior Secured 1st Priority Notes -- B1, LGD4 (54%) from B1,
   LGD4 (57%)

   Senior Secured 2nd Priority Notes -- B3, LGD5 (79%) from B3,
   LGD5 (82%)

Ratings Rationale

Sprint's B1 Corporate Family Rating (CFR) recognizes its large
scale, valuable spectrum assets, improving operating profile and
substantial liquidity. Offsetting these strengths are high
leverage, the need for very significant capital spending and for a
nearly flawless reconstruction of its network, a brutally
competitive marketplace and substantial annual debt maturities
beginning in 2014.

The stable outlook reflects Moody's belief that recent operational
improvements will be sustained and that the Network Vision project
will remain on schedule and will produce the expected benefits.

While it is still early in the process, Network Vision is being
deployed on time and on budget and is beginning to produce the
anticipated service quality and cost benefits. "The company's
competitive position appears to be stabilizing, helped in large
part by the iPhone, with postpaid churn at a record low for the
company," stated Dennis Saputo, Moody's Senior Vice President.
Postpaid average revenue per user (ARPU) has also shown very
strong growth and prepaid revenues grew by about 30% annually in
2Q 2012. "Margins have held up surprisingly well, cash generation
is stronger than expected and the customer experience continues to
improve. However, the road ahead is far from clear and we believe
that ongoing progress remains fragile," concluded Saputo.

The company recognizes that it will need additional spectrum
within a couple of years and that spectrum assets, once secured,
take time to deploy. And, the network upgrade still has a long way
to go before Sprint will earn the right to claim it has a true
national 4G network. At the end of the second quarter, Sprint had
4G LTE available in five markets, AT&T had LTE in 47 markets and
Verizon Wireless covered 337 markets with LTE, 75% of the country.
The introduction of an LTE capable iPhone has the potential to
once again put Sprint at a competitive disadvantage if Apple, as
expected, introduces the device while the coverage gap between
Sprint and the two industry leaders is large.

The combination of an expensive network rebuild and ongoing high
subsidies associated with rising smartphone adoption and new
device introductions promises to keep significant pressure on
earnings and operating cash flow through the end of 2013. However,
Moody's expects the margin dilution that was typical when a major
new smartphone was launched will be moderated by the changes that
Sprint (and other wireless providers) have recently made to slow
the handset upgrade cycle and reduce the subsidy they provide when
consumers do upgrade.

The B3 ratings assigned to the proposed offerings of Senior
Unsecured Notes reflects their junior position in the capital
structure, behind both the Senior Unsecured Guaranteed Bank Credit
Facility and Junior Guaranteed Unsecured Notes, which remain rated
Ba1 and Ba3, respectively.

Moody's has also upgraded Sprint Nextel's speculative grade
liquidity rating from SGL-2 to SGL-1 reflecting Moody's
expectation that the company will sustain very good liquidity over
the next twelve months. Moody's anticipates that cash on hand will
be sufficient to fund the company's operations for the next 12
months. As of June 30, 2012 Sprint had $6.8 billion in cash and
$1.2 billion borrowing capacity on its revolving credit facility.
Sprint has approximately $0.8 billion of debt maturing in 2013,
having redeemed all 2012 maturities during 2011.

The outlook could be changed to positive if Sprint begins to
demonstrate that it is able to improve EBITDA margins to levels
that are closer to the industry leaders than they are to zero
while maintaining market share. Sprint's ratings could be raised
if its turnaround accelerates and it addresses its future spectrum
requirements in a manner that doesn't increase its leverage or
materially weaken its liquidity.

Sprint's ratings could be lowered if the network upgrade falls
behind schedule or doesn't yield the financial and operational
benefits promised or if Sprint's competitive position deteriorates
as evidenced by postpaid CDMA churn rising (outside of normal
quarterly variances) and market share declining. Also, if the
company allows its liquidity position to deteriorate
significantly, negative rating pressure will ensue. Specifically,
if leverage was likely to exceed 6x (Moody's adjusted) on a
sustained basis the ratings could be downgraded.

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


SPRINT NEXTEL: S&P Rates $2.25-Bil. Sr. Unsecured Revolver 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Overland Park, Kan.-based
wireless carrier Sprint Nextel Corp.'s proposed senior notes
(undetermined amount and maturity date). The '3' recovery rating
indicates expectations for meaningful (50%-70%) recovery in the
event of payment default. "We expect the company to use net
proceeds to repay upcoming maturities at subsidiary Nextel
Communications Inc.," S&P said

Standard & Poor's also revised the recovery rating on Sprint
Nextel's existing senior unsecured debt to '3' from '4' following
a revision in the rating agency's approach to analyzing wireless
carriers.  S&P's revised approach applies the greater of two
valuation methods.  S&P estimates an enterprise value based on a
multiple of projected emergence-level EBITDA in addition to an
asset value approach based on the book value of spectrum licenses
and discounted network assets. The 'B+' issue rating on the debt
remains unchanged, S&P said.

At the same time, S&P assigned issue-level ratings to existing
Sprint credit facilities. The ratings include:

-- A 'BB-' issue-level rating and '2' recovery rating to Sprint
    Nextel's $2.25 billion senior unsecured revolver due 2013. The
    '2' recovery rating indicates expectations for substantial
    (70%-90%) recovery in the event of payment default. The
    revolver benefits from guarantees from certain Sprint Nextel
    subsidiaries, which represent a large portion of the company's
    cash flows. "Although our valuation is sufficient to provide
    for full recovery, we have capped our recovery ratings at '2'
    per our criteria for 'B' category credits, given the company's
    ability to incur additional debt," S&P said.

-- A 'BB' issue-level rating and '1' recovery rating to the
    company's $1 billion senior secured credit facility due 2017,
    which is being used to finance equipment purchases for
    Sprint's network upgrade. The '1' recovery rating indicates
    expectations for very high (90%-100%) recovery in the event of
    payment default. This facility is guaranteed by Sprint Nextel
    and secured by all equipment financed through draws under the
    facility. The recovery ratings on this facility are not capped
    at '2' because this facility is secured, S&P said.

"In addition, we withdrew our 'B+' corporate credit rating on
Nextel Communications Inc. because we assess the credit risk of
Sprint Nextel and its wholly owned subsidiaries on a consolidated
basis. The issue-level and recovery ratings on all Nextel debt are
not affected by this action," S&P said.

"Finally, we affirmed our 'B+' corporate credit rating on Sprint
Nextel as we do not expect leverage to change as a result of the
new notes offering. The outlook is negative," S&P said.

"During the 2012 second quarter, the company reported solid
financial results, including revenue and EBITDA growth of 5% and
10% year over year. This improvement came despite expenses for the
company's network upgrade and upfront cash subsidies associated
with the iPhone. Sprint Nextel benefited from a 7% increase in
average revenue per user and subscriber growth on the prepaid and
wholesale platform. As a result, operating lease-adjusted leverage
improved to 5.8x from 6.1x in the first quarter of 2012. However,
we expect leverage to rise in the second half of the year as
network upgrade costs increase, which will likely pressure EBITDA.
Moreover, we also expect that an iPhone refresh, which is likely
to arrive in the second half of 2012, will temporarily hurt
profitability measures given the likely rise in handset
subsidies," S&P said.

"The ratings on Sprint Nextel continue to reflect a 'fair'
business risk profile and a 'highly leveraged' financial risk
profile. Key business risk factors include its weak profitability
relative to other wireless carriers, significant competition from
other wireless carriers and maturing industry conditions;
execution risks related to its network upgrade; and higher churn
compared with that of its peers. The company's highly leveraged
financial risk profile incorporates our base-case scenario that
debt to EBITDA will rise to the mid-6x area before declining to
the mid-5x area by the end of 2013, ongoing free operating cash
flow deficits, and 'less than adequate' liquidity. Tempering
factors include the company's position as the third-largest
wireless carrier in the U.S. and a national footprint, our
expectation for modest revenue growth from higher average revenue
per user, and industry-leading data and smartphone penetration,"
S&P said.

RATINGS LIST

Ratings Affirmed

Sprint Nextel Corp.
Sprint Capital Corp.
Nextel Finance Co.
Corporate Credit Rating            B+/Negative/--

New Ratings

Sprint Nextel Corp.
Senior Unsecured
  $2.25 bil revolver due 2013       BB-
   Recovery Rating                  2
Senior nts                         B+
   Recovery Rating                  3

Nextel Systems Corp.

Senior Secured
  $1 bil credit facility due 2017   BB
   Recovery Rating                  1

Issue Rating Unchanged; Recovery Rating Revised

Sprint Nextel Corp.
Sprint Capital Corp.
Nextel Communications Inc.
                                    To              From
Senior Unsecured                   B+              B+
   Recovery Rating                  3               4

Ratings Withdrawn
                                    To              From
Nextel Communications Inc.
Corporate Credit Rating            NR/--           B+/Stable/-


STACKPOLE POWERTRAIN: Moody's Withdraws 'B1' Sr. Secured Ratings
----------------------------------------------------------------
Moody's Investors Service has withdrawn Stackpole Powertrain
International, ULC's B1 senior secured ratings as the related
obligations (revolving credit facility and term loan) have been
refinanced with new unrated secured facilities. Concurrently,
Moody's withdrew all the other ratings of Stackpole which consist
of a B2 corporate family rating and B2 probability of default
rating.

Ratings Rationale

The principal methodology used in rating Stackpole was the Global
Automotive Supplier Industry Methodology, published January 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Headquartered in Ancaster, Ontario, Stackpole is one of the
leading non-captive automotive suppliers of engine and
transmission oil pumps as well as powdered metal components in
North America. Annual revenue is about $400 million.


STOCKTON, CA: Faulted for Not Negotiating with Calpers
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Public Finance Guarantee Corp. contends
that Stockton, California should be tossed out of the municipal
bankruptcy begun in late June because the city never sought a
single dollar of concessions from California Public Employees'
Retirement System, the largest creditor with a claim of
$147.5 million.

According to the report, the insurance company contends that the
city didn't negotiate in good faith and didn't propose a debt
restructuring that was feasible.  National Public Finance, a
subsidiary of MBIA Inc., insured $93.8 million of Stockton's
municipal bonds.

The report relates to comply with California state law's
prerequisite for a Chapter 9 filing, the city made a proposal to
creditors for $25 million in savings for 2012-2013.  According to
the insurance company, the city sought $4.8 million in concessions
from workers, $7 million from retirees, and $10.5 million from
bondholders.

The report notes National Public Finance faults Stockton for
seeking no concessions from Calpers even though the city owes
$17 million for 2012-2013.  The proposal wasn't feasible, the
insurance company contends, because it falls $5 million short of
covering the budget in 2013-2014.  According to the insurance
company, Stockton doesn't qualify for municipal bankruptcy because
it didn't negotiate in good faith by having sought no concessions
from Calpers.  The alleged shortcoming also fell short of the
requirements imposed by California law, the insurer says.

According the report, the bankruptcy court in Sacramento will hold
a status conference on Aug. 23 to discuss the question of whether
Stockton is eligible for Chapter 9.  Aug. 10, 2012 was the
deadline for filing challenges to the city's eligibility for being
in Chapter 9.

                     About Stockton, California

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


STONEYS NORTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stoneys North Forty, LLC
        6611 Las Vegas Boulevard
        Las Vegas, NV 89119

Bankruptcy Case No.: 12-19130

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM, INC.
                  6623 Las Vegas Boulevard South, Suite 300
                  Las Vegas, NV 89119
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-19130.pdf

The petition was signed by Christopher Lowden, manager.


STOP N SHOP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Stop N Shop, Inc.
        P.O. Box 527
        Theodore, AL 36590

Bankruptcy Case No.: 12-02711

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD
                  P.O. Box 16629
                  Mobile, AL 36616-0629
                  Tel: (251) 476-4493
                  E-mail: bgalloway@gallowayllp.com

Scheduled Assets: $21,975

Scheduled Debts: $2,389,453

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/alsb12-02711.pdf

The petition was signed by Harold D. Waldon, president.


STRATEGIC AMERICAN: Acquires Interest in African Concession
-----------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
has entered into an agreement, dated Aug. 7, 2012, to acquire
Namibia Exploration, Inc.  As a result of the completion of the
acquisition, NEI would become a wholly-owned subsidiary of Duma.
NEI holds the rights to a 39% working interest in an onshore
Namibian petroleum concession measuring approximately 5.3 million
acres.

"The Owambo Basin in Namibia, where our concession is located, is
in the northern part of the country near the BORDER=0 of Angola.
The exploration potential of this large concession is high and the
preliminary data is encouraging," stated Jeremy G. Driver,
Chairman and CEO of Duma.  He went on to say, "This acquisition
fits our stated strategy of producing domestic cash flow in order
to fund high impact international opportunities."

"Africa remains a vastly under-explored continent despite
increasing discoveries in recent years of world class oil and gas
reserves by companies such as Kosmos (NYSE:KOS) and Tullow PLC
(LON:TLW).  Major and independent players such as Chevron
(NYSE:CVX) and Hyperdynamics (NYSE:HDY) have secured huge acreage
positions and are budgeting billions of dollars for exploration,"
said Pasquale Scaturro, Hydrocarb's President and Chief Operating
Officer.  Mr. Scaturro further stated, "The Owambo Basin
concession is over 5 million acres, roughly the size of
Massachusetts.  It has all of the key ingredients for becoming a
major oil province, including good reservoir and source rocks that
extend into southern Angola, one of the top oil producers in
Africa.  The commercial terms of our Petroleum Contract are highly
favorable and since our concessions are onshore, operating and
exploration costs are a fraction of those offshore."

As a consequence of the completion of the acquisition, Duma,
through NEI, will have acquired and been assigned a 39% working
interest (43.33% cost responsibility) in and to an onshore African
petroleum concession (the "Concession") located in the Republic of
Namibia which is approximately 5.3 million acres in size and
covered by Petroleum Exploration License No. 0038 as issued by the
Republic of Namibia Ministry of Mines and Energy.  Duma will then
hold its indirect working interest in the Concession in
partnership with the National Petroleum Corporation of Namibia
Ltd. and Hydrocarb Namibia Energy Corporation, a company chartered
in the Republic of Namibia and which is a majority owned
subsidiary of Hydrocarb Corporation, a company organized under the
laws of the State of Nevada, USA.  Hydrocarb Namibia, as operator
of the Concession, will then hold a 51% working interest (56.67%
cost responsibility) in the Concession and NPC Namibia will then
hold a 10% carried working interest in the Concession.  The
assignment of the 39% working interest to NEI from Hydrocarb
Namibia is subject to the prior approval of the government of the
Republic of Namibia.

Pursuant to the terms of the Agreement, Duma is required to issue
shares of stock as consideration for the acquisition in accordance
with particular milestones based upon market capitalization levels
which must be reached within 10 years after the closing of the
Agreement.  The shares of Duma to be issued pursuant to the
Agreement have not been registered under the Securities Act of
1933, as amended, or under the securities laws of any state in the
United States, and were issued in reliance upon an exemption from
registration under the Act.  The securities may not be offered or
sold in the United States absent registration under the Act or an
applicable exemption from such registration requirements.

Further information on this transaction can be found in the
Company's Form 8-K at http://is.gd/fUmbtd

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


TAYLOR BEAN: Judge Lets BofA Seek $1.75-Bil. Repayment in Losses
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Jerry A. Funk on Wednesday allowed Bank of America Corp. to
seek repayment of $1.75 billion in investor losses resulting from
a fraud allegedly perpetrated by bankrupt lender Taylor Bean &
Whitaker Mortgage Corp.

Bankruptcy Law360 says Judge Funk, who is overseeing the
bankruptcy proceedings for Taylor Bean subsidiary Ocala Funding
LLC, granted BofA's request for relief from the automatic stay to
allow it to pursue claims in the District of Columbia against the
Federal Deposit Insurance Corp., the receiver for Colonial Bank.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


THERATECHNOLOGIES INC: Gets Minimum Bid Price Notification
----------------------------------------------------------
Theratechnologies Inc. received a letter from the listing
qualifications department staff of The NASDAQ Stock Market LLC
(NASDAQ) on Aug. 7, 2012 notifying Theratechnologies that, for the
last 30 consecutive business days, the bid price of its common
shares had closed below $1.00 per share, the minimum closing bid
price required by the continued listing requirements set forth in
NASDAQ Listing Rule 5450(a)(1).

Pursuant to NASDAQ Listing Rule 5810(c)(3)(A), Theratechnologies
has 180 calendar days, or until Feb. 4, 2013, to regain compliance
with the minimum bid price requirement.

If at any time before this date Theratechnologies' common shares
have a closing bid price of $1.00 or more for a minimum of 10
consecutive business days, NASDAQ staff will notify
Theratechnologies that it has regained compliance.

As a result, the notice has no effect at this time on the listing
of Theratechnologies' common shares on The NASDAQ Global Market,
which will continue to trade under the symbol "THER".

If Theratechnologies does not regain compliance with NASDAQ
Listing Rule 5450(a)(1) by Feb. 4, 2013, Theratechnologies may be
eligible for more time if it submits an application to transfer
its securities to The NASDAQ Capital Market.

Following submission of the application, Theratechnologies may be
eligible for an additional 180-day period to regain compliance
with the minimum bid price requirement if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards, with the exception of the bid
price requirement, for The NASDAQ Capital Market and provides
notice of its intention to cure the deficiency during the second
compliance period.

Should NASDAQ conclude that Theratechnologies will not be able to
cure the deficiency, NASDAQ will provide notice that its
securities will be subject to delisting.  Alternatively,
Theratechnologies may appeal NASDAQ's decision to a Listing
Qualifications Panel.

Theratechnologies intends to monitor the bid price for its common
shares between now and Feb. 4, 2013, and will assess all its
available options under the circumstances during this period.

                      About Theratechnologies

Theratechnologies -- http://www.theratech.com--is a specialty
pharmaceutical company that discovers and develops innovative
therapeutic peptide products, with an emphasis on growth-hormone
releasing factor peptides.


TRAVELPORT HOLDINGS: Incurs $20-Mil. Net Loss in Second Quarter
---------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $20 million on $506 million of net revenue for the three months
ended June 30, 2012, compared with net income of $306 million on
$530 million of net revenue for the same period during the prior
year.

The Company reported a net loss of $32 million on $1.05 billion of
net revenue for the six months ended June 30, 2012, compared with
net income of $282 million on $1.06 billion of net revenue for the
same period a year ago.

The Company's balance sheet at June 30, 2012, showed $3.33 billion
in total assets, $4.32 billion in total liabilities and a $988
million total deficit.

Commenting on developments, Gordon Wilson, president and CEO of
Travelport, said:

"I am pleased to announce continued growth in Revenue Per Segment
driven by our enhanced content and product offering and
demonstrating the strength in our underlying business model.  Our
first half performance is in line with management expectations
despite the continued macroeconomic uncertainty which resulted in
softer Q2 year on year segment volume as compared to Q1 across
both the USA and Europe, the largest travel geographies."

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

                        http://is.gd/q2RuZI

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRI-CHEK SEEDS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tri-Chek Seeds, Inc.
        P.O. Box 5280
        Augusta, GA 30916

Bankruptcy Case No.: 12-11409

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: Todd Boudreaux, Esq.
                  SHEPARD PLUNKETT HAMILTON BOUDREAUX
                  7013 Evans Town Center Boulevard, Suite 303
                  Evans, GA 30809
                  Tel: (706) 869-1334
                  Fax: (706) 868-6788
                  E-mail: tboudreaux@shepardplunkett.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/gasb12-11409.pdf

The petition was signed by Scott D. Gunter, president.


TRI-VALLEY CORPORATION: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Tri-Valley Corporation
        fdba Great Valley Production Services, LLC
             Tri-Valley Power Corporation
        4927 Calloway Drive
        Bakersfield, CA 93312

Bankruptcy Case No.: 12-12291

Affiliates that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
Tri-Valley Oil & Gas Co.              12-12292
Select Resources Corporation, Inc.    12-12293
TVC Opus I Drilling Program L.P.      12-12294

Chapter 11 Petition Date: August 7, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

About the Debtors: Tri-Valley Corporation (OTQCB: TVLY) --
                   http://www.tri-valleycorp.com/-- explores for
                   and produces oil and natural gas in California
                   and has two exploration-stage gold properties
                   in Alaska.

                   The Company has received a debtor-in-possession
                   financing commitment of $11,048,078 by its
                   senior secured lender George T. Gamble 1991
                   Trust, of which $3,850,000 represents new
                   credit availability, to support the Debtors'
                   business operations during the Chapter 11
                   cases.  According to the motion filed with the
                   bankruptcy court seeking approval of the DIP
                   financing, the loans will mature Nov. 15, 2012
                   or earlier if milestones are not achieved.

Debtors' Counsel: Adam G. Landis, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street, Suite 1800
                  Wilmington, DE 19801
                  302-467-4400
                  Fax: (302) 467-4450
                  E-mail: landis@lrclaw.com

                         - and ?

                  Kerri K. Mumford, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4414
                  Fax: (302) 467-4450
                  E-mail: mumford@lrclaw.com

                         - and ?

                  Kimberly A. Brown, Esq.
                  LANDIS RATH & COBB LLP
                  919 N. Market Street, Suite 1800
                  P.O. Box 2087
                  Wilmington, DE 19899
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450
                  E-mail: brown@lrclaw.com

Debtors'
Bankruptcy
Counsel:          K&L GATES LLP

Debtors'
Financial
Advisors:         FTI CONSULTING, INC.

Debtors'
Claims, Noticing
and Balloting
Agent:            EPIQ BANKRUPTCY SOLUTIONS

Total Assets: $17,578,961 as of March 31, 2012

Total Debts: $14,121,686 as of March 31, 2012

The petitions were signed by Maston N. Cunningham, president and
chief executive officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Luna & Glushon                     Trade Debt           $5,810,191
1801 Century Park East, #2400
Los Angeles, CA 90067-2236

Gary D. Borgna and Julie R. Borgna Note Payable           $527,800
580 S. Crook Road
Fallon, NV 89406

Petrawest Ltd.                     Overriding Royalty     $388,424
8986 Beacon Ridge Trail            Interest
Reno, NV 89523

Anterra Energy Services, Inc.      Trade Debt             $342,743
918 Mission Rock Road, Suite C-1
Santa Paula, CA 93060

Pacific Petroleum CA, Inc.         Trade Debt             $264,137
1571 E. Betteravia Road
Santa Maria, CA 93454-9647

Rutan & Tucker LLP                 Trade Debt             $139,945

Rabobank Visa Card                 Trade Debt             $112,792

Brown Armstrong Accountancy        Trade Debt             $112,531
Corporation

Wishing Well Petroleum, Ltd.       Overriding Royalty     $110,634
                                   Interest

Oil Well Service Co.               Trade Debt              $97,998

Geokinetics USA, Inc.              Trade Debt              $86,245

Myers, Widders Gibson, Jones,      Trade Debt              $67,945
& Schneider, LLP

NYSE Market Inc.                   Trade Debt              $65,000

Paul Graham Drilling Inc.          Trade Debt              $54,929

Wayne Long & Co CPA                Trade Debt              $53,518

JD Rush Company                    Trade Debt              $47,280

Patriot Environmental Svcs Inc.    Trade Debt              $43,927

Gerald T. Raydon                   Trade Debt              $41,667

Randy's Trucking, Inc.             Trade Debt              $41,109

First Insurance Funding Corp. of   Trade Debt              $38,506
California

Advanced Combustion and Process    Trade Debt              $35,842
Controls

EVC Group Inc.                     Trade Debt              $34,153

Rain for Rent ? Santa Paula        Trade Debt              $32,667

Tiger Cased Hole Service, Inc.     Trade Debt              $32,167

RR Donnelley                       Trade Debt              $30,636

Geoguidance Drilling Service, Inc. Trade Debt              $27,780

IFPS Corporation                   Trade Debt              $27,176

Driltek                            Trade Debt              $27,000

Broadridge                         Trade Debt              $23,570

Sespe Consulting Inc.              Trade Debt              $21,835


TRIBUNE CO: Bank Debt Trades at 26.12% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 73.88 cents-on-the-
dollar during the week ended Friday, Aug. 10, an increase of 1.19
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
168 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Bankruptcy Appeal Could Cause $1.5 Billion Damage
-------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Tribune Co. has put a price tag on the damage that it says would
be caused if its exit from Chapter 11 is delayed while unhappy
creditors appeal its bankruptcy-exit plan: at least $1.5 billion
and perhaps as much as $3 billion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Healthy at Time of IPO, Kerr-McGee Witness Says
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that John M. Rauh, Kerr-
McGee Corp.'s former accounting head, took the stand in New York
bankruptcy court Thursday in the company's bid to refute Tronox
Inc.'s $25 billion allegations that it spun the pigment maker off
in bad faith, testifying the chemical business was financially
sound beforehand.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRONOX INC: Settlement Unlikely in Enviro Suit, Anadarko Says
-------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Anadarko
Petroleum Corp. on Wednesday brushed aside the possibility of a
settlement in the $25 billion fraudulent transfer suit that Tronox
Inc. brought against Anadarko and Kerr-McGee Corp. over
environmental liabilities.

Bankruptcy Law360 relates that in a quarterly filing with the U.S.
Securities and Exchange Commission, Anadarko said its recent
attempts to resolve the dispute through mediation have "reached an
impasse," and the likelihood of a settlement is remote.  The
company expressed confidence that it will prevail in this
litigation.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRONOX INC: Was Solvent at Spinoff, Kerr-McGee Expert Says
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the latest witness
to testify in Tronox Inc.'s $25 billion fraudulent transfer suit
against former parent Kerr-McGee Corp. over legacy environmental
liabilities was an expert who sought Tuesday to refute Tronox's
claim that it was insolvent at the time of its 2006 spinoff.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TXU CORP: Bank Debt Trades at 31.12% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 68.88 cents-on-the-dollar during the week
ended Friday, Aug. 10, a drop of 0.72 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 350 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 10, 2014, and carries Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 168 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


U.S. FIDELIS: Robert Schulz Objects to Settlement Plan
------------------------------------------------------
Robert Schulz, party-in-interest, objected to US Fidelis, Inc.'s
proposed settlement plan dated June 12, 2012.

According to Mr. Schulz, the $3,359 was paid by his visa card
($395 down and monthly installments of $247) for 12 months.
He said that he doesn't understand why the consumers who canceled
their contracts are classified to receive a full refund when he
does not.

Mr. Schulz added that he did everything according to the original
contract which provided that he would receive a 100% refund if he
doesn't use it for the six years or 125,000 miles.

He said further that he purposely paid for all smaller repairs out
of pocket to avoid invalidating his claim only to be told six
years later that the Company filed for bankruptcy.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


U.S. POSTAL SERVICE: Incurs $5.2 Billion Loss in Third Quarter
--------------------------------------------------------------
The U.S. Postal Service ended its third fiscal quarter (April 1 -
June 30) with a net loss of $5.2 billion, compared to a net loss
of $3.1 billion for the same period last year.  Contributing
significantly to the quarter's $5.2 billion loss was $3.1 billion
of expense for the legislatively mandated prefunding of retiree
health benefits.

These expenses, along with the continued decline of First-Class
Mail volume, more than offset the quarter's 9 percent growth in
revenue from Shipping Services and package delivery.  Despite
continued success in generating new package delivery revenue,
improving efficiency and reducing costs, large losses are expected
to continue until legislative changes are made in line with the
Postal Service Business Plan to return to financial stability.

The Postal Business Plan includes measures that require urgent
legislative changes, including:

A refund of $11 billion of pension plan overfunding needed to pay
down debt and invest for future growth

Transition to a five-day schedule of weekly mail delivery

The elimination of prefunding for retiree health benefits with the
introduction of a Postal health insurance program, independent of
the current federal programs.

"We remain confident that Congress will do its part to help put
the Postal Service on a path to financial stability.  We will
continue to take actions under our control to improve operational
efficiency and generate revenue by offering new products and
services to meet our customers changing needs," said Postmaster
General and CEO Patrick Donahoe.  "Moving forward with our
business plan will make the Postal Service financially self-
sustaining, provide a platform for future growth and preserve our
mission to provide secure, reliable and affordable universal
delivery services for generations to come."

The Postal Service was forced to default on a $5.5 billion
prefunding payment for retiree health benefits on Aug. 1, due to
insufficient cash resources.  Absent legislative changes, the
Postal Service will also default on a second similar payment of
$5.6 billion due by Sept. 30, 2012.  Current projections show very
low levels of cash, and no remaining borrowing capacity, at the
end of the current fiscal year and through October 2012.  In
response, the Postal Service will continue to prioritize payments
to employees and suppliers to ensure completion of its mission to
provide high-quality mail service to the American people.

"The Postal Service has successfully improved productivity while
removing nearly $14 billion from its annual cost base during the
past five fiscal years," said Acting Chief Financial Officer
Stephen Masse.  "These operational actions to improve efficiency
will continue in the future, but we urgently need the legislative
changes noted above to restore our short-term liquidity and
provide a stable base for the future.  In the meantime, we will
prioritize our cash resources to ensure that we deliver on our
mission."
                       Results of Operations

New products and successful marketing campaigns continue to fuel
growth in the Postal Service package business.  Shipping Services
and package revenue totaled $3.3 billion in the third quarter, a 9
percent increase, on a volume increase of 43 million pieces, or
5.2 percent.  Additionally, Every Door Direct Mail continues to
grow as local businesses capitalize on the product's targeted
advertising impact and ease of use.

Other details of the third quarter results compared to the same
period last year include:

Total mail volume of 38.5 billion pieces, a decrease of 1.4
billion pieces, or 3.6 percent.  This reflects the continued
decline of First-Class Mail due to the on-going shift of
communications and transactions to electronic alternatives;

Operating revenue of $15.6 billion, a decrease of $153 million, or
less than 1 percent;

Operating expenses of $20.8 billion increased by $1.9 billion, or
10.2 percent.  This increase was driven by $3.1 billion of
expenses for mandated prefunding of retiree health benefits, which
unfortunately cannot be paid in cash.

The third quarter results bring the year to date net loss to $11.6
billion, compared to $5.7 billion for the same period last year.

Contributing significantly to the year to date loss was the $9.2
billion expense accrual for the prefunding of retiree health
benefits, which unfortunately cannot be paid.

Complete financial results are available in the Form 10-Q,
available after 10 a.m.  A self-supporting government enterprise,
the U.S. Postal Service is the only delivery service that reaches
every address in the nation 151 million residences, businesses and
Post Office(TM) Boxes.

The Postal Service(TM) receives no tax dollars for operating
expenses, and relies on the sale of postage, products and services
to fund its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com
(R), the Postal Service has annual revenue of more than $65
billion and delivers nearly 40 percent of the world's mail.

If it were a private sector company, the U.S. Postal Service would
rank 35th in the 2011 Fortune 500.  In 2011, Oxford Strategic
Consulting ranked the U.S. Postal Service number one in overall
service performance of the posts in the top 20 wealthiest nations
in the world.  Black Enterprise and Hispanic Business magazines
ranked the Postal Service as a leader in workforce diversity.  The
Postal Service has been named the Most Trusted Government Agency
for six years and the sixth Most Trusted Business in the nation by
the Ponemon Institute.

                           *     *     *

Eric Morath, writing for Dow Jones' Marketwatch, notes that Postal
Service already defaulted on a $5.5 billion prefunding payment due
earlier this month.  The Postal Service will be forced to
prioritize payments to employees and suppliers to ensure it can
deliver the mail.  The cash situation should improve in the final
months of 2012, when holiday deliveries typically cause revenue to
increase.

According to Marketwatch, Postmaster General Patrick Donahoe on
Thursday again called on Congress to institute reforms to shore up
the agency's operations.  The Senate passed a reform bill earlier
this year, but the House has yet to take action.

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012  "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


UNIVERSAL FIDELITY: A.M. Best Affirms 'B' Finc'l. Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and issuer credit rating (ICR) of "bb+" of Universal
Fidelity Life Insurance Company (UFLIC) (Oklahoma City, OK).  The
outlook for both ratings is stable.  Concurrently, A.M. Best has
withdrawn the ratings at the company's request to no longer
participate in A.M. Best's interactive rating process.

UFLIC markets primarily third-party administrative (TPA) services
nationally and student accident and life insurance products
chiefly in the south central United States.  The company is
currently focusing on partnering with other carriers to market
life and Medicare supplement products, in addition to growing its
TPA business.

As its risk business is concentrated in student accident
insurance, UFLIC is exposed to marketing and regulatory risks.
A.M. Best believes the company will be challenged to achieve its
short-term financial projections due to a highly competitive
student accident market, which may experience lower profit margins
and possible adverse impact from health care reform.

A.M. Best notes that UFLIC has recently implemented business
improvement initiatives in order to improve selections in its
student accident business, reduce general and administrative
expenses, temper sales of its capital-intensive single premium
whole life product and emphasize growth in its Employee Retirement
Income Security Act TPA revenue.


UNIVERSITY GENERAL: Delays Form 10-Q for Second Quarter
-------------------------------------------------------
University General Health System, Inc., has been unable to
complete its financial statements for the quarter ended June 30,
2012, because, among other things, the Company is in the process
of reviewing its accounting for acquisitions and income taxes.
The Company expects to complete the work necessary for it to file
its Form 10-Q for the quarter ended June 30, 2012, within the
five-day extension provided by Rule 12b-25.

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at March 31, 2012, showed $113.64
million in total assets, $113.75 million in total liabilities and
a $108,610 total deficit.


UNIVERSITY WOODS: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: University Woods, LLC
        940 University Woods Drive
        New Albany, IN 47150

Bankruptcy Case No.: 12-91716

Chapter 11 Petition Date: August 2, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch, III

Debtor's Counsel: David W. Brangers, Esq.
                  436 S. 7th Street, Suite 200
                  Louisville, KY 40203
                  Tel: (502) 588-2465
                  Fax: (502) 585-5453
                  E-mail: dbrangers@lawyer.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 four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/insb12-91716.pdf

The petition was signed by Darren Brangers, manager/member.


WARNER CHILCOTT: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Ireland-based specialty pharmaceutical
manufacturer Warner Chilcott PLC. "We assigned our 'BBB-' issue-
level rating and '1' recovery rating to the new senior secured
debt," S&P said.

"At the same time, we lowered the issue-level and revised the
recovery rating on the existing senior unsecured notes to 'BB-'
and '5' from 'BB' and '3'. The recovery rating of '5' indicates
our expectation for modest (10%-30%) recovery in the event of
default," S&P said.

"The rating actions follow the company's announcement that it will
issue an additional $600 million of term loans to partly finance a
$1 billion shareholder dividend. The additional debt increases
adjusted pro forma leverage to about 3x," S&P said.

"The rating on Warner Chilcott reflects a 'fair' business risk
profile that incorporates some product and therapeutic diversity
and the company's successful strategy of active brand management.
It also reflects the threat of generic competition to the
company's product portfolio and its limited research and
development (R&D) capabilities. These pressures could push the
company to make additional debt-financed product or company
acquisitions over the next year, which, along with pro forma
adjusted leverage of about 3x, is reflected in Warner Chilcott's
'significant' financial risk profile," S&P said.

"Revenues of approximately $1.325 billion for the first half of
2012 are trending ahead of our expectation that revenues would
decline 10%-12% in 2012. Gross margins of 89% are in line with our
expectation of 88%," S&P said.

"We continue to expect that Warner Chilcott's revenues will
decline roughly 10% in 2012, following a roughly 8% decline in
2011," said Standard & Poor's credit analyst Michael Berrien. "The
decline in 2011 and 2012 stems primarily from challenges to the
global Actonel franchise and the recent loss of the patent case
against Doryx. Actonel revenues have been pressured following a
Western Europe patent expiration in 2010 and a contracting U.S.
bisphosphonate market due to concerns over side effects.
Challenges to the existing patent covering Asacol 400mg could
accelerate the timing of potential generic threats to that
product, although patent extensions and patient preference for
current therapies could mitigate any near-term sales decline, in
our opinion. The revenue decline in the Actonel franchise is
slightly offset by low-single-digit growth from other products in
the company's product portfolio," S&P said.

"Our stable rating outlook on Warner Chilcott reflects our
expectation that operational efficiencies undertaken by the
company will continue to result in substantial free cash flow
generation despite declining sales. It also reflects our belief
that, over time, the company will sustain leverage and FFO
to total debt at more than 3x and 20%," S&P said.

"A rating upgrade is unlikely over the near-term given the current
challenges facing the product portfolio, near-term patent
expirations, and a more aggressive financial policy. We could
lower our rating if revenue declines are steeper than we expect,
causing EBITDA to decline and leverage to be sustained at more
than 4x, which is indicative of an 'aggressive' financial risk
profile. In our opinion, if the company completes another debt-
financed dividend of $1.5 billion it would also increase leverage
to more than 4x. We could then lower the rating if we believed
leverage would be sustained at that level," S&P said.


WAVEDIVISION HOLDINGS: Moody's Affirms 'B2' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of WaveDivision Holdings, LLC
(Wave) and its stable outlook following the increase in the term
loan to $500 million from the $471 million originally expected by
Moody's. Moody's also lowered the first lien bank debt rating to
B1 from Ba3 and affirmed the Caa1 rating on the bonds. The rating
outlook remains stable.

In June, Wave announced that Oak Hill Capital Partners (Oak Hill),
GI Partners (GI) and Wave management would acquire Wave from
Sandler Capital Management (with management reinvesting its
current equity stake). In addition to the modest increase in debt,
the revised transaction incorporates a modest decrease in the cash
equity contribution from Oak Hill and GI (approximately $178
million compared to approximately $200 million) compared to
Moody's original expectations.

A summary of the actions follows.

WaveDivision Holdings, LLC

     Senior Secured Bank Credit Facility, Downgraded to B1
     from Ba3, LGD adjusted to LGD3, 33% from LGD3, 32%

     Affirmed B2 Corporate Family Rating,

     Affirmed B2 Probability of Default Rating

     Senior Unsecured Bonds, Affirmed Caa1, LGD5, 86%

Outlook, Stable

Ratings Rationale

Moody's lowered the first lien bank debt to B1 from Ba3 in
accordance with Moody's Loss Given Default Methodology. The first
lien bank debt now comprises slightly over two-thirds of the debt
capital structure, with the $250 million of unsecured bonds
providing junior capital sufficient for a one notch uplift from
the B2 CFR, but not two notches.

Moody's expects leverage in the high 6 times debt-to-EBITDA range
pro forma for the transaction and adjusting for Wave's January
2012 acquisition of Broadstripe assets in Seattle. This leverage
poses risk for a small company in the intensely competitive pay
television industry. However, Moody's expects the good liquidity
profile to enable incremental growth investment, facilitating a
decline in leverage primarily through EBITDA growth, recognizing
the company's track record of leverage reduction. Video
penetration of about 26% is well below rated incumbent peers, but
this relatively weaker penetration reflects a lower starting point
more so than erosion of video subscribers in excess of peers.
Wave's high quality, fiber rich network supports the potential for
continued cash flow growth from the high speed data product and
the commercial business, as well as asset value. The private
equity ownership creates event risk, though Moody's expects the
company to focus on value appreciation through growth rather than
distributions to the sponsors over the next several years.

The stable outlook incorporates expectations for Wave to generate
modestly positive free cash flow, to maintain adequate or better
liquidity, and for leverage to trend toward 6 times debt-to-EBITDA
over the next 18 months. The outlook also assumes stable to
improving Triple Play Equivalent penetration and revenue per homes
passed (using metrics pro forma for the Broadstripe acquisition as
a starting point).

The high leverage, lack of scale, sponsor ownership, and weaker
than peers TPE and revenue / homes passed metrics constrain upward
momentum. An upgrade is highly unlikely given the magnitude of
improvement in metrics required to sustain a higher rating.
However, Moody's would consider an upgrade with progress toward
and a commitment to maintaining leverage below 4 times debt-to-
EBITDA and free cash flow to debt in the high single digits. An
upgrade would also require expectations for maintenance of good
liquidity.

Inability to reduce leverage,expectations for sustained negative
free cash flow, deterioration of the liquidity profile, or
material weakening of subscriber trends could have negative
ratings implications.

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

Headquartered in Kirkland, Washington, WaveDivision Holdings, LLC
(Wave) provides cable television, high speed data and telephone
services to residential and commercial customers in and around the
Seattle, Sacramento, San Francisco, and Portland markets. Pro
forma for its January 2012 acquisition of Broadstripe, annual
revenue is approximately $250 million. In June, Oak Hill Capital
Partners (Oak Hill), GI Partners (GI) and Wave management
announced plans to acquire Wave from Sandler Capital Management
and management (with management reinvesting its equity ownership).


WEST VIRGINIA LASER: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: West Virginia Laser Eye Center, LLC
        Chesterfield Medical Plaza, Suite 303
        2335 Chesterfield Avenue
        Charleston, WV 25304

Bankruptcy Case No.: 12-20510

Chapter 11 Petition Date: August 3, 2012

Court: U.S. Bankruptcy Court
       Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joe M. Supple, Esq.
                  SUPPLE LAW OFFICE, PLLC
                  801 Viand Street
                  Point Pleasant, WV 25550
                  Tel: (304) 675-6249
                  Fax: (304) 675-4372
                  E-mail: supplelawoffice@yahoo.com

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

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wvsb12-20510.pdf

The petition was signed by Gregory S. Moore, member manager.


WILTON BRANDS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating,
and a B3 Probability of default rating to Wilton Brands, Inc. (to
be renamed Wilton Brands, LLC) as well as a B1 rating to its
proposed new term loan B senior secured term loan facility. The
rating outlook is stable.

Ratings Rationale

The ratings are based on Wilton's small size and high leverage,
seasonality, limited global reach, and certain customer
concentrations, relatively narrow product focus, and private
equity sponsorship offset by its leading presence in the cake
decorating and scrapbooking businesses, and its track record of
strong profitability and generally good growth. Liquidity is
considered good. The proposed Term Loan B is rated two notches
above the B3 CFR based on its secured position in the capital
structure. The relatively large amount of subordinated debt
provides a cushion for senior lenders, combined with modest
leverage at the operating company.

With the proposed recapitalization, the company will lower
leverage at the operating company by converting the existing
second lien term loan into unsecured subordinated debt at a
holding company, but total enterprise leverage will remain high.
Debt to EBITDA will be over 6 times including an adjustment for
preferred stock at the Holdco per Moody's hybrid methodology, and
would be approaching 6 times even without this adjustment.
Retained cash flow to net debt is in the high single or low double
digits throughout the forecast period. Working capital has been a
use of cash as growth has slowed in the first half of this year
and inventories have risen. The company expects to work through
these issues, but is also exploring options to shorten the supply
chain lead time which will also provide more flexibility in
managing working capital. Financial metrics fall mostly in the B
range in Moody's methodology grid. Profitability is expected to
remain sound with EBITA to interest in the mid teens placing the
grid score in the A or Aa range. The new credit facilities are
expected to have a 50% excess cash flow sweep and restricted
payment baskets that will add protection to the senior secured
facility. The subordinated debt will have a maturity of 8 years,
one year beyond that of the senior facilities. Nevertheless, the
private equity sponsorship, and ongoing accretion of preferred and
the sub notes at the holding company levels will continue to slow
the pace of deleveraging on an enterprise basis.

The following ratings were assigned:

Corporate Family Rating at B3

Probablitiy of Default Rating at B3

Senior Secured Term Loan B at B1, LGD3, 32%

The ratings could be downgraded should the company experience
operating difficulties either related to existing operations or
challenges from trying to grow the business. Aggressive
shareholder returns, debt-financed acquisitions, deterioration in
cash flow and profitability such that Debt/EBITDA (calculated
using Moody's accounting adjustments) would increase above 7 times
will also cause ratings to be lowered.

Ratings could be upgraded if the company successfully improves its
geographic diversification, broadens its product offering,
maintains strong profitability with EBITA margin in mid teens and
delevers such that Debt/EBITDA (calculated using Moody's
accounting adjustments) were approaching 5 times.

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

Headquartered in Woodridge, Illinois, Wilton Brands, Inc. is a
leading provider of a wide range of consumer products including
specialty food and paper crafts and specialty housewares.
TowerBrook Capital Partners has been the company's controlling
equity sponsor since October 2009. Reported revenue was
approximately $676 million for the twelve months ended June 30,
2012.


WISP RESORT: Has Until September 10 to File Chapter 11 Plan
-----------------------------------------------------------
Phil Yacuboski at The Associated Press reports the U.S. Bankruptcy
Court in Greenbelt granted Wisp resort owner D.C. Development LLC
a one-month extension to Sept. 10, 2012, to file a Chapter 11
plan.  The plan would have been due Aug. 10, 2012.

The report says the owners of Maryland's only ski resort had
requested a two-month extension.  According to the report, they
said in a filing last month that they're talking with two
potential buyers of the resort in the western Maryland community
of McHenry.  The filing didn't identify those parties.

                        About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.




WOONSOCKET: To Keep School Open, Receivership Still Looms
--------------------------------------------------------
630wpro.com reports that as receivership still looms over
Woonsocket, the school committee voted against closing a local
elementary school even though the move could have saved the city
thousands.

The Fifth Avenue elementary school is the city's oldest school
dating back to 1917 but the building is in violation of several
fire codes which could cost the city over $2 million to correct,
according to 630wpro.com.

The report relates that the district's superintendent recommended
the school be closed to save money.  630wpro.com notes that it is
estimated that if the school were closed the city would save
$198,000.

The budget commission will vote on the measure on Aug. 10, 2012.

Tom Bruce, Finance Director for the city of Woonsocket, told the
WPRO Morning News with Tara Granahan and Andrew Gobeil that the
city's deficit is so large that the only really solution is
concessions from unions and retirees and instituting a
supplemental tax increase, 630wpro.com says.

The report notes that the nearly 13% supplemental tax increase was
sent back to committee by the General Assembly at the request of
Woonsocket Representatives Lisa Baldelli-Hunt and Jon Brien.


ZOGENIX INC: Incurs $17.2 Million Net Loss in Second Quarter
------------------------------------------------------------
Zogenix, Inc., reported a net loss of $17.16 million on $8.03
million of total revenues for the three months ended June 30,
2012, compared with a net loss of $19.17 million on $10.23 million
of total revenues for the same period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss of $27.46 million on $26.37 million of total revenues,
compared to a net loss of $38.16 million on $19.27 million of
total revenues for the same period during the previous year.

The Company's balance sheet at June 30, 2012, showed $64.89
million in total assets, $79.90 million in total liabilities and a
$15 million total stockholders' deficit.

Roger Hawley, chief executive officer of Zogenix, stated, "During
the second quarter, our sales representatives continued to drive
demand for SUMAVEL DosePro in the neurology segment while also
assuming coverage of key primary care physicians formerly called
on by our previous co-promotion partner, Astellas.  However, we
are pleased with the productivity levels from our sales
representatives in their first quarter promoting the brand on
their own.  While revenue was down from the first quarter, we
incurred no co-promotion service fee in the second quarter.
Moving forward, we expect to accelerate growth with our new co-
promotion partner, Mallinckrodt, which will double our reach into
internal medicine and primary care and allow our team to focus on
neurologists, headache specialists and high-prescribing
physicians.  The Mallinckrodt team has extensive experience in the
pain market and we are excited to have them begin promoting
SUMAVEL DosePro to their customers in late August."

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

                        http://is.gd/HS2DLf

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.


* Moody's Says Public Finance Downgrades Hit Record High in 2Q
--------------------------------------------------------------
The second quarter of 2012 had the highest quarterly number of US
public finance downgrades of the last 10 years as significant
financial pressure was present across all public finance sectors,
says Moody's Investors Service in its quarterly report on rating
activity, which also captured rating activity for the first half
of the year.

"About half of the downgrades in the quarter affected the debt of
cities and school districts with many of these in California and
Michigan," said Moody's AVP-Analyst Dan Steed, author of the
report, "US Public Finance Rating Revisions for Q2 2012."

"Because the number of upgrades also increased, the 4.4 to 1 ratio
of downgrades to upgrades was only slightly higher than the prior
quarter," said Mr. Steed. On the basis of par amounts, downgrades
exceeded upgrades by 7.2 times, down from 14.2 in the first
quarter.

"Stressed budgets and weakening liquidity are the predominant
factors driving down credit ratings among issuers," said Steed.

Sectors covered in the report include state and state-related
entities, local governments, not-for-profit hospitals, higher
education and not-for-profit entities, infrastructure, and
housing.

Notable public finance downgrades during the quarter included
Temple University Health System; Triborough Bridge & Tunnel
Authority; Clark County (NV) School District, Detroit's general
obligation bonds and water and sewer revenue bonds. Also, all 90
California redevelopment district authorities rated by Moody's
were downgraded below investment-grade due to repercussions from a
state law eliminating the agencies.

"Our report outlines the trends in each public finance sector,
discusses key rating factors, and highlights the most significant
rating changes," said Steed.

It also captures Moody's rating revisions for the first half of
2012, which saw the downgrades of 502 public finance issuers with
total par value of $142.24 billion. In contrast, 117 issuers and
$14.45 billion of par amount received upgrades during the first-
half of the year.


* Moody's: Default Rate Contracts in July, to Rise by Year's End
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the default rate on junk bonds rated by Moody's
Investors Service contracted in July to 2.8% from 2.9% in June. In
the U.S., the comparable junk default rate for the last year was
3.3% in July, up from 3.2% in June, Moody's said in an Aug. 7
report.

According to the report, so far this year, 40 issuers rated by
Moody's defaulted, compared with 16 over the first seven months of
2011.  Moody's predicts that the global junk default rate will end
the year at 3.1% before declining to 2.9% by July 2013.

The Bloomberg report disclosed that in the U.S., Moody's predicts
defaults will increase to 3.6% by the year's end.  Looking ahead;
Moody's sees media, advertising, printing, and publishing as being
the U.S. industries with the highest default rates.


* Courts Can't Cut Chapter 7 Trustees' Commissions
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Bankruptcy Appellate Panel for the 9th Circuit
ruled on July 25 that amendments to bankruptcy law in 2005 mean
that commissions sought by trustees in Chapters 7, 12, and 13 are
"presumed reasonable if they are requested at the statutory rate."
The 23-page opinion written by U.S. Bankruptcy Judge Bruce A.
Markell in Las Vegas focused on ambiguity Congress created by 2005
amendments in Section 330(a)(7).  He concluded that the amendments
changed prior law where the Section 326 commission rate was viewed
only as cap.  The case is Hopkins v. Asset Acceptance LLC (In re
Salgado-a), 11-1389, U.S. 9th Circuit Bankruptcy Appellate Panel.


* CFTC Member Floats Insurance Fund for Futures Co. Failures
------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that a member of the U.S.
Commodity Futures Trading Commission proposed Thursday to create
an insurance fund to cover futures investors when their brokerages
go belly up, as happened recently with MF Global Inc. and
Peregrine Financial Group Inc.

According to Bankruptcy Law360, CFTC Commissioner Bart Chilton has
been pushing fellow regulators and lawmakers to establish an
insurance fund since MF Global collapsed last fall and in the
process misplaced more than $1.6 billion in customer money. But he
found little support for the idea until last month, when Peregrine
imploded.


* Financier Accuses Ex-Atty of $296MM Double Cross at Trial
-----------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that attorney Susan
Tregub breached her duties when she betrayed financier and
longtime client David Bergstein, helping Aramid Entertainment Fund
Ltd. put five of Bergstein's companies in involuntary bankruptcy
and causing $296 million in damages, a Los Angeles jury heard
Thursday.

Bankruptcy Law360 relates that in opening statements in a breach
of fiduciary duty and professional negligence lawsuit brought by
Bergstein and business partner Ronald Tudor, their attorney Lucia
Coyoca of Mitchell Silberberg & Knupp LLP painted a portrait of
double-dealing and revenge.


* Andrew D. Shaffer Joins Butzel Long in NY Office
--------------------------------------------------
Andrew D. Shaffer, an attorney who concentrates his practice on
bankruptcy and restructuring, has joined the law firm Butzel Long
as a Shareholder in its New York office.

Before joining Butzel Long, Mr. Shaffer was a Partner at Mayer
Brown. For the past 12 years he has represented creditors in
United States bankruptcy proceedings as well as liquidations and
rehabilitations of banks, brokers, future commission merchants and
insurance companies.

Mr. Shaffer has also represented clients on transactional matters
including mergers, acquisitions, entity creation and the structure
of debt instruments. He counsels clients on the choice of
transactional structures that maximize their legal rights and
remedies when an obligor becomes subject to bankruptcy or similar
proceedings.

"Andrew's extensive experience in bankruptcy and restructuring is
a valuable addition to our premier bankruptcy practice as we
continue moving forward in achieving our clients' goals," said
Richard Brosnick, Managing Partner of Butzel Long's New York
office.

Mr. Shaffer is a member of the American Bankruptcy Institute, the
International Association of Insurance Receivers, INSOL
International, the American Bar Association and the New York City
Bar Association.


* Cohen & Grigsby Taps Davies as Vice Chair of Florida Bar Panel
----------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, appointed attorney
Christopher N. Davies to Vice Chair of the Florida Bar's
Condominium and Planned Development Committee.  In this position,
Mr. Davies will primarily coordinate proposed legislation on
matters relating to condominiums, cooperatives and homeowner
associations.

"When Chris joined our Florida practice last year, he brought with
him a tremendous amount of experience, specifically in the area of
condominium and planned developments," said Jack Elliott,
president and CEO of Cohen & Grigsby.  "We know that he will bring
this same level of expertise to his new role with the Florida Bar.
On behalf of the firm, we congratulate him on this appointment."

Davies is a partner in Cohen & Grigsby's Real Estate Practice
Group, where he focuses on condominium and homeowner association
law in Lee and Collier Counties, FL.  In addition to his role with
the Florida Bar's Committee on Condominiums and Planned
Development, Mr. Davies is a member of the Real Property Section
of The Florida Bar and the Collier County Bar Association.

A native of the United Kingdom, Mr. Davies graduated with a joint
honors degree in law and industrial relations from the University
of Wales.  He is also a graduate of the Tulane University School
of Law, where he earned both his Juris Doctorate and Master of
Laws degrees.  Mr.Davies was admitted to the Florida Bar in 1984
and is a member of the United States Court of Appeals for the
Eleventh Circuit and the United States District Court for the
Middle District of Florida.  He was appointed to the Florida
Condominium Study Commission by Florida Governor Bob Martinez in
1990, and worked on the extensive revisions to the condominium
laws.

Davies has served as a member of the faculty of the University of
Miami Law Center Institute on Condominium and Cluster
Developments.  He is also a former member of the Community
Associations Institute Board of Trustees and a past chairman of
the institute's national Attorney's Committee and Public Policy
Committee.

He is also a contributory author to The Florida Bar's treatise,
Florida Condominium Law and Practice, Second Edition, where he co-
authored the chapter on The Division of Florida Land Sales,
Condominiums and Mobile Homes.  Mr. Davies frequently lectures on
critical issues involving condominium and homeowner association
law.

                       About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions
to clients that seek to maximize their potential in a constantly
changing global marketplace. Comprised of more than 130 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
FL. The firm's practice areas include Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate &
Public Finance, Litigation, Estates & Trust, Intellectual
Property, Bankruptcy & Creditors Rights, and Public Affairs. Cohen
& Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries.


* Hughes Watters Hires M. Weems for Default Servicing Practice
--------------------------------------------------------------
Michael L. Weems has joined Hughes Watters Askanase, L.L.P. as an
associate assigned to the firm's default servicing practice area.

Weems said he joined HWA because of the firm's reputation for
excellence and quality along with ample opportunities to develop
professionally in the practice of bankruptcy law and creditors'
rights.  He was admitted to the State Bar of Texas in 2008.  He is
licensed to practice in the U.S. District Courts of Texas.  He is
also licensed to practice in U.S. Tax Court.

"We are very excited about adding Michael to our team.  His prior
experience in the insurance field and his experience on both the
debtor and creditor side of the bankruptcy world are assets to our
firm," commented Dominique Varner, partner, who supports the
Default Servicing, Business Bankruptcy, Consumer Financial
Services, and Estate Planning and Probate Practice Areas at HWA.

Before joining HWA, Weems worked as a bankruptcy attorney with
Shapiro Schwartz, L.L.P. where he represented mortgage servicers
and mortgage companies in all aspects of bankruptcy proceedings.

Before that, he was debtor's counsel and represented debtors in
Chapter 7 and Chapter 13 bankruptcy proceedings.  Mr. Weems has
been a licensed insurance agent in Texas since 1997.  He completed
undergraduate university and law school classes while working as
an agent with Allstate Insurance.

Weems earned a Bachelor of Science degree in psychology from the
University of Houston in 2004 and a Juris Doctorate from South
Texas College of Law in 2007.  He is a member of the Houston
Association of Young Bankruptcy Lawyers, Texas Bar Association and
Texas Young Lawyers Association.

Mr. Weems and his family reside in the Pearland suburb of Houston.

                   About Hughes Watters Askanase

Hughes Watters Askanase, L.L.P. -- hhtp://www.hwa.com/ -- has
helped business organizations, financial institutions and
individuals succeed with their business endeavors. The firm's
attorneys play a strategic role and support clients through every
stage of existence and operation.  The firm's practice focuses on
representation of commercial and consumer lenders, including banks
and credit unions; business bankruptcy; business planning and
strategy; default servicing; real estate and finance; commercial
and consumer financial services litigation; and estate planning
and probate.


* Thompson Hine Expands NY Commercial & Public Finance Practice
---------------------------------------------------------------
Thompson Hine LLP disclosed that Jonathan B. Ross has joined its
New York office as a partner in the Commercial & Public Finance
practice.  Mr. Ross joins from Reed Smith LLP, where he was a
partner in the Finance practice.  His addition deepens the firm's
bench of finance lawyers and further strengthens a corporate trust
group in New York that handles significant amounts of work for
financial institutions active in the corporate trust and debt
capital markets area.

"Jonathan's diverse finance experience complements our existing
practice very well," said Katherine D. Brandt, partner-in-charge
of the New York office and leader of the Commercial & Public
Finance practice.  "In addition to significant work in the
corporate trust arena, Jonathan has solid experience in general
finance and derivatives work."

Mr. Ross' practice focuses on advising financial institutions on
deal maintenance, defaults, issuance and restructuring matters
relating to secured and securitized bonds, project finance and
lending.  He also advises clients on traditional finance related
matters, including fundraising and derivatives.  His asset
experience includes CDOs, CMBS/RMBS, life insurance, power, real
estate and transportation.

Mr. Ross gained in-house experience at BNY Mellon, where he led a
team conducting the acquisition-related due diligence of
JPMorgan's custody and trust business.  He also worked on the debt
markets transactions desk at Merrill Lynch International, where he
focused on global bond issues and Argentina's economic crisis.

"I wanted to move to an established finance practice, with an
experienced corporate trust group and lending practice," said Mr.
Ross of his move to Thompson Hine.  "In addition to its full-
service corporate and finance capabilities, the firm has depth in
specialized areas such as energy, real estate and transportation.
Thompson Hine has a compelling approach to client service,
illustrated by its Client Service Pledge.

The firm's collaborative nature has enabled partners to really
'partner' with each other, which has created solid and
constructive firm wide partnerships with clients.  I'm also
delighted to be working again with several former colleagues on
the corporate trust side."

Thompson Hine continues to grow its New York office with top-tier
lateral partners.  Mr. Ross' addition follows the recent arrivals
of Karen M. Kozlowski, William H. Schrag and Peter J. Gennuso, who
joined the New York office in the Real Estate, Bankruptcy and
Corporate practices, respectively.

Mr. Ross holds a diploma in legal practice from the College of Law
in York, England and holds B.A. and M.A. degrees in law from the
University of Oxford, England.

                      About Thompson Hine LLP.

Established in 1911, Thompson Hine -- http://www.ThompsonHine.com/
-- is a business law firm dedicated to providing superior client
service.  The firm has been recognized for ten consecutive years
as a top law firm in the country for client service excellence in
The BTI Client Service A-Team: Survey of Law Firm Client Service
Performance.  With offices in Atlanta, Cincinnati, Cleveland,
Columbus, Dayton, New York and Washington, D.C., Thompson Hine
serves premier businesses worldwide.


* BOND PRICING -- For Week From Aug. 6 to 10, 2012
--------------------------------------------------

  Company              Coupon     Maturity   Bid Price
  -------              ------     --------   ---------
A123 SYSTEMS INC        3.750    4/15/2016      35.000
AES EASTERN ENER        9.000     1/2/2017      15.500
AES EASTERN ENER        9.670     1/2/2029       9.500
AGY HOLDING COR        11.000   11/15/2014      43.000
AHERN RENTALS           9.250    8/15/2013      55.022
ALION SCIENCE          10.250     2/1/2015      55.500
AMBAC INC               6.150     2/7/2087       2.188
ATP OIL & GAS          11.875     5/1/2015      35.125
ATP OIL & GAS          11.875     5/1/2015      34.750
ATP OIL & GAS          11.875     5/1/2015      35.125
BETHEL BAPTIST          7.900    7/21/2026      11.000
BUFFALO THUNDER         9.375   12/15/2014      35.500
CYH-CALL08/12           8.875    7/15/2015     102.500
DIRECTBUY HLDG         12.000     2/1/2017      18.875
DIRECTBUY HLDG         12.000     2/1/2017      18.875
EASTMAN KODAK CO        7.000     4/1/2017      17.938
EASTMAN KODAK CO        7.250   11/15/2013      18.000
EASTMAN KODAK CO        9.200     6/1/2021      19.678
EASTMAN KODAK CO        9.950     7/1/2018      23.354
EDISON MISSION          7.500    6/15/2013      57.000
ELEC DATA SYSTEM        3.875    7/15/2023      97.000
ENERGY CONVERS          3.000    6/15/2013      49.000
F-CALL08/12             5.000    8/20/2018     100.000
GEOKINETICS HLDG        9.750   12/15/2014      53.782
GLB AVTN HLDG IN       14.000    8/15/2013      28.100
GLOBALSTAR INC          5.750     4/1/2028      45.250
GMAC LLC                7.250    8/15/2012     100.000
GMX RESOURCES           4.500     5/1/2015      45.750
GMX RESOURCES           5.000     2/1/2013      73.400
HAWKER BEECHCRAF        8.500     4/1/2015      17.250
HAWKER BEECHCRAF        8.875     4/1/2015      17.250
HAWKER BEECHCRAF        9.750     4/1/2017       0.875
IRM-CALL08/12           6.625     1/1/2016     100.130
JAMES RIVER COAL        4.500    12/1/2015      36.250
KELLWOOD CO             7.625   10/15/2017      29.200
KV PHARM               12.000    3/15/2015      31.000
KV PHARMA               2.500    5/16/2033       3.563
LEHMAN BROS HLDG        0.250   12/12/2013      21.500
LEHMAN BROS HLDG        0.250    1/26/2014      21.500
LEHMAN BROS HLDG        1.000   10/17/2013      21.500
LEHMAN BROS HLDG        1.000    3/29/2014      21.500
LEHMAN BROS HLDG        1.000    8/17/2014      21.500
LEHMAN BROS HLDG        1.000    8/17/2014      24.375
LEHMAN BROS HLDG        1.250     2/6/2014      21.500
LEHMAN BROS HLDG        1.500    3/29/2013      21.500
LEHMAN BROS INC         7.500     8/1/2026       7.550
LIFECARE HOLDING        9.250    8/15/2013      60.200
LVLT-CALL09/12          8.750    2/15/2017     104.000
MANNKIND CORP           3.750   12/15/2013      57.000
MASHANTUCKET PEQ        8.500   11/15/2015       9.250
MASHANTUCKET PEQ        8.500   11/15/2015      10.170
MASHANTUCKET TRB        5.912     9/1/2021       9.250
MF GLOBAL LTD           9.000    6/20/2038      39.900
MGIC INVT CORP          9.000     4/1/2063      18.966
MONSANTO COMPANY        7.375    8/15/2012     100.000
NETWORK EQUIPMNT        7.250    5/15/2014      50.000
NEWPAGE CORP           10.000     5/1/2012       7.000
NGC CORP CAP TR         8.316     6/1/2027      14.000
PATRIOT COAL            3.250    5/31/2013      11.750
PENSON WORLDWIDE        8.000     6/1/2014      36.149
PMI CAPITAL I           8.309     2/1/2027       0.375
PMI GROUP INC           6.000    9/15/2016      21.660
POWERWAVE TECH          3.875    10/1/2027      12.060
POWERWAVE TECH          3.875    10/1/2027      12.573
REAL MEX RESTAUR       14.000     1/1/2013      46.450
REDDY ICE CORP         13.250    11/1/2015    #N/A N/A
RESIDENTIAL CAP         6.500    4/17/2013      24.563
RESIDENTIAL CAP         6.875    6/30/2015      24.605
SAVIENT PHARMA          4.750     2/1/2018      20.000
TERRESTAR NETWOR        6.500    6/15/2014      10.000
TEXAS COMP/TCEH         7.000    3/15/2013      15.700
TEXAS COMP/TCEH        10.250    11/1/2015      31.000
TEXAS COMP/TCEH        10.250    11/1/2015      30.125
TEXAS COMP/TCEH        10.250    11/1/2015      30.500
TEXAS COMP/TCEH        15.000     4/1/2021      35.125
TEXAS COMP/TCEH        15.000     4/1/2021      37.250
THORNBURG MTG           8.000    5/15/2013       8.375
TIMES MIRROR CO         7.250     3/1/2013      34.475
TOUSA INC               9.000     7/1/2010      13.000
TOUSA INC               9.000     7/1/2010      19.875
TRAVELPORT LLC         11.875     9/1/2016      36.750
TRAVELPORT LLC         11.875     9/1/2016      36.938
TRIBUNE CO              5.250    8/15/2015      37.000
USEC INC                3.000    10/1/2014      45.000
VERSO PAPER            11.375     8/1/2016      52.143
WASH MUT BANK FA        5.125    1/15/2015       0.010
WASH MUT BANK FA        5.650    8/15/2014       0.250
WASH MUT BANK NV        6.750    5/20/2036       0.875
WCI COMMUNITIES         4.000     8/5/2023       0.125
WCI COMMUNITIES         4.000     8/5/2023       0.125



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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