TCR_Public/120815.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, August 15, 2012, Vol. 16, No. 226

                            Headlines

3210 RIVERDALE: Rattet Pasternak Approved as Bankruptcy Attorneys
3210 RIVERDALE: Terminates Plan Filing Exclusivity
ADAMS PRODUCE: PNC Bank Granted Relief From Automatic Stay
ADVANCED COMPUTER: Can Hire Carrasquillo as Financial Consultant
ADVANCED COMPUTER: Has Court OK to Hire Cuprill as Bankr. Counsel

AEROGROW INTERNATIONAL: Incurs $7.2 Million Net Loss in Fiscal Q1
ALLISON TRANSMISSION: Fitch Rates Proposed $500-Mil. Loan 'BB'
ALLY FINANCIAL: Inks Underwriting Pact with Citigroup, et al.
AS SEEN ON TV: Executes Letter of Intent to Acquire eDiets.com
ATP OIL: Credit Suisse Said to Be Arranging DIP Financing

B GREEN INNOVATIONS: Incurs $111,000 Net Loss in Second Quarter
B+H OCEAN: Taps More Fisher Brown as Special U.K. Counsel
BEHRINGER HARVARD: Has OK to Use Cash Collateral Until Aug. 31
BEHRINGER HARVARD: Has Court OK to Hire Munsch Hardt as Attorneys
BEHRINGER HARVARD: Wants to Hire McRoberts for Appraisal Services

BELDEN INC: Moody's Assigns 'Ba2' Rating to Sub. Note Offering
BELDEN INC: S&P Rates Proposed $550MM Sr. Subordinated Notes 'B+'
BERNARD L. MADOFF: Victims Appeal for Right to Sue Picower Estate
BINGO.COM LTD: Restates Form 10-K for FY Ended Dec. 31, 2011
BROWNIE'S WASTEWATER: Voluntary Chapter 11 Case Summary

CANO PETROLEUM: Finishes Chapter 11 Plan, Sale to NBI Services
CAPITOL BANCORP: Files Schedules of Assets and Liabilities
CAPITOL BANCORP: Wants to Hire Honigman as Bankruptcy Counsel
CAPITOL BANCORP: Hiring Kurtzman as Noticing & Balloting Agent
CAPITOL BANCORP: Wants 341 Meeting, Committee Appointment Deferred

CASCADE AG: Pleasant Valley Farms in Chapter 11
CASCADE AG: Case Summary & 20 Largest Unsecured Creditors
CATASYS INC: May Issue up to 500 Million Common Shares
CIRCLE ENTERTAINMENT: Six  Directors Elected at Annual Meeting
CIRCUS AND ELDORADO: Committee Taps XRoads as Financial Advisor

COLUMBUS COUNTRY CLUB: Local College Bids for Assets
COMBIMATRIX CORPORATION: Posts $2-Mil. Net Loss in Second Quarter
COMMERCETEL CORP: Changes Name to "Mobivity Holdings Corp."
CONDOR DEVELOPMENT: Has Final Order to Access Cash Collateral
CONTINENTAL RESOURCES: Moody's Rates $700MM Sr. Unsec. Notes Ba2

CONTINENTAL RESOURCES: S&P Keeps BB+ Rating on Sr. Notes Due 2022
DELTA PETROLEUM: Committee Has Nod to Hire Akin Gump as Co-Counsel
DELTA PETROLEUM: Pepper Hamilton OK'd as Committee's Del. Counsel
DELTA PETROLEUM: U.S. Trustee Objects to Amended Ch. 11 Plan
DESPERADO DAIRY: Voluntary Chapter 11 Case Summary

DYNASTY DEVELOPMENT: Files Amended Schedules of Assets & Debts
DYNASTY DEVELOPMENT: Manager's Spouse Wants Case Dismissed
DYNEGY INC: Taps Ernst & Young to Audit 2012 Financials
DYNEGY INC: Wants to Hire KPMG LLP as Tax Consultants
DYNEGY INC: Wants to Hire White & Case as Bankruptcy Counsel

ELPIDA MEMORY: Bondholders Seek to Collect in U.S. Court
EMBASSY PLAZA: Restructures Debt, Saved From Foreclosure
ENERGY FUTURE: Moody's Corrects August 9 Rating Release
ENERSYS: Moody's Affirms 'Ba2' CFR/PDR; Outlook Positive
EVT HOTEL: Case Summary & 13 Unsecured Creditors

FIBERTOWER NETWORK: Sec. 341 Creditors' Meeting Set for Sept. 5
FIBERTOWER NETWORK: Taps BMC Group as Claims & Noticing Agent
FIBERTOWER NETWORK: Members of Official Creditors Committee
FIBERTOWER NETWORK: Creditors Seek to Push Back Rejection Hearing
FRANKLIN CREDIT: Emerges From Chapter 11 Protection

FREEDOM ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Fitch to Rate Senior Unsecured Notes 'BB'
GEOMET INC: To Begin Trading Common Stocks on the OTC Markets
HAWKER BEECHCRAFT: Court Approves Epiq as Administrative Advisor
HAWKER BEECHCRAFT: Court OKs PwC as Accounting Consultants

HAWKER BEECHCRAFT: Court Sets Sept. 14 as Claims Bar Date
HAYDEL PROPERTIES: Withdraws Bid to Use BancorpSouth Cash
HAYDEL PROPERTIES: Can Employ Andrew McDonald as Special Counsel
HOLMES CONSTRUCTION: Files for Chapter 11 in North Carolina
HORIZON PHARMA: Had $22.8 Million Net Loss in Second Quarter

HORNE INTERNATIONAL: Delays Form 10-Q for Second Quarter
IMAGEWARE SYSTEMS: Elects Neal Goldman to Board of Directors
IMMUCOR INC: S&P Keeps 'BB-' Rating on $100MM Revolving Credit
INNER CITY: Plan Filing Exclusivity Expires Sept. 4
INTEGRATED FREIGHT: Taps Fuselier as Turnaround Advisor

INT'L ENVIRONMENTAL: Shareholder's Plea to Evict Trustee Denied
INTERNATIONAL TEXTILE: Incurs $37.4 Million Net Loss in Q2
INTERVAL ACQUISITION: Moody's Lifts CFR to 'Ba2'; Outlook Stable
JERRY'S NUGGET: Files for Chapter 11 in Las Vegas
JERRY'S NUGGET: Case Summary & 20 Largest Unsecured Creditors

JUNIPER GENERATION: Fitch Affirms Sr. Unsec. Notes Rating at 'BB+'
KL SERVICES: Case Summary & 19 Largest Unsecured Creditors
LEHMAN BROTHERS: Bid to Revise Ruling on JPMorgan Suit Denied
LEHMAN BROTHERS: Seeks Approval of Claims Discovery Procedures
LEHMAN BROTHERS: LBI Trustee to Sell Navigator to Wilbur Ross

LEHMAN BROTHERS: LBI Trustee Still Opposes FirstBank Claim
LEHMAN BROTHERS: Court Asked to Deny Class Certification Bid
LEHMAN BROTHERS: Objects to 250 East Borrower's $20-Mil. Claim
LEHMAN BROTHERS: Apartment Owner Archstone Files for IPO
LEHMAN BROTHERS: Creditors Seeking $33 Million in Fees Today

LPATH INC: Lehman Brothers Owns 2% of Class A Common Stock
MEDICAL ALARM: Corrects Report on Warrants Cancellation
MF GLOBAL: ConocoPhillips Wants Dispute in District Court
MOLYCORP INC: S&P Cuts CCR to 'CCC+' Due to Liquidity Concerns
MOMENTIVE PERFORMANCE: S&P Cuts CCR to 'CCC' Due to Weak Earnings

MORGAN INDUSTRIES: Files Chapter 11 Liquidating Plan
MY VIET: Case Summary & 13 Largest Unsecured Creditors
OCALA FUNDING: Sec. 341 Creditors' Meeting Set for Aug. 22
OCALA FUNDING: Files Schedules of Assets and Liabilities
OCTAVIAR ADMINISTRATION: Australian Liquidators File Chapter 15

OPEXA THERAPEUTICS: Gets Extension to Regain Listing Compliance
ORAGENICS INC: Incurs $6.9 Million Net Loss in Second Quarter
OTERO COUNTY: Wants to Hire Sutin Thayer as Special Bond Counsel
OXLEY DEVELOPMENT: Creditor Says Case Filed in Bad Faith
PACIFIC THOMAS: Sec. 341 Creditors' Meeting Set for Sept. 10

PEREGRINE FINANCIAL: New Office May Be a White Elephant
PHYSICAL PROPERTY: Incurs HK$175,000 Net Loss in Second Quarter
PILGRIM'S PRIDE: Fee Enhancements Allowed in Bankruptcy
RACKWISE INC: Has $2.7 Million Net Loss in Second Quarter
RACKWISE INC: Incurs $2.6 Million Net Loss in Second Quarter

RADAR NETWORKS: Investor's Fraud Suit Allowed to Go Forward
RESIDENTIAL CAPITAL: Citibank Wants Lift Stay to Foreclose
RESIDENTIAL CAPITAL: Ally Posts Q2 Loss Due to ResCap Impact
RESIDENTIAL CAPITAL: Says Taggart Suit Violates Automatic Stay
RESIDENTIAL CAPITAL: Opposes Claimant Bid for Ch. 7 Conversion

RESIDENTIAL CAPITAL: Lowenstein Represents Class Plaintiffs
RG STEEL: Warren, Sparrows Point Plants Raise $88 Million
RG STEEL: Face Class Action Over Air Pollution
RITZ CAMERA: Creditors Panel Taps PwC as Financial Advisor
RITZ CAMERA: Critical Vendor Agreement with Nikon Inc. Approved

RITZ CAMERA: Has Until Aug. 22 to File Schedules and Statements
RITZ CAMERA: Marc Weinsweig OK'd as Chief Restructuring Officer
ROBERTS HOTELS: Judge Dismisses Jackson Hotel's Bankruptcy Case
ROCK PARENT: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
SAINTS MEDICAL: Fitch Withdraws 'B-' Rating on $42.1-Mil. Bonds

SOLARWORLD AG: Has $198-Mil. Q2 Loss, Blames China for Woes
SOLYNDRA LLC: Has $3.5 Million Settlement With Employees
SOLYNDRA LLC: Ex-Employees Settle Litigation for $3.5 Million
SPEEDEMISSIONS INC: Incurs $76,000 Net Loss in Second Quarter
STOCKTON, CA: Wells Fargo, Assured Guaranty Object to Filing

STOCKTON, CA: Judge Elizabeth Perris Named as Mediator
T3 MOTION: Gets Notice of Acceptance of NYSE MKT Plan
TEAM FINANCIAL: U.S. Trustee Seek to Convert Case to Ch. 7
TEARLAB CORPORATION: Posts $1.97 Million Net Loss in 2nd Quarter
TENNESSEE GAS: S&P Raises Corp. Credit Rating From 'BB' to 'BBB'

TESORO CORP: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
THINKFILM INC: Bad Press Hurt Financier in $660MM Miramax Sale
TOM MARTINO: To Pursue Conversion of Chapter 7 Case to Chapter 11
TRI-VALLEY: Receives Court Approval to Tap Its DIP Loan
TRIBUNE CO: Says Appeals Could Cause Up to $3 Billion Damage

TRIBUNE CO: Wins OK for BofA, Merrill Exit Financing Deal
TRIBUNE CO: Taps Paul Weiss as Post-Emergence Financing Attorney
TRONOX FINANCE: Moody's Assigns 'B1' Rating to $650MM Unsec. Notes
TRONOX FINANCE: S&P Rates $650MM Senior Notes Due 2020 'BB-'
US FIDELIS: Committee Resolves Objections to Liquidating Plan

VANN'S INC: DIP Loan Requires Plan Filing or Sale by October
VANN'S INC: Hiring Dye & Moe as Chapter 11 Counsel
VELO HOLDINGS: Court Extends Plan Filing Period to Nov. 28
VENTANA 20/20: Chapter 11 Status Hearing Set for Sept. 6
VERSO PAPER: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative

VICTORY ENERGY: Re-Engages WilsonMorgan LLP as Accountant
VIEW SYSTEMS: Errors Found on 2010 and 2011 Periodic Reports
VILLAGIO PARTNERS: Wants to Use Wells Fargo Cash Collateral
VISUALANT INC: Incurs $737,000 Net Loss in Second Quarter
VITRO SAB: Takes Appeal From Court Ruling Denying Mexican Plan

VYSTAR CORPORATION: Had $584,500 Net Loss in Second Quarter
WAVE SYSTEMS: To Complete $1.66 Million Class A Stock Offering
WAVE SYSTEMS: Incurs $6.5 Million Net Loss in Second Quarter
WM SIX FORKS: Windsor Manor in Raleigh Files Chapter 11
WM SIX FORKS: Case Summary & 20 Largest Unsecured Creditors

WPCS INTERNATIONAL: First Wilshire Hikes Equity Stake to 11.2%
WISP RESORT: Has Two or Three Potential Buyers
YERMO WATER: Utilities Commission to Put Firm in Receivership

* Fitch Updates Rating Definitions

* Weekend Deadlines in Court Orders Are Binding
* Manager Bonuses Are Beneficial in Bankruptcies, Study Says

* Upcoming Meetings, Conferences and Seminars

                            *********

3210 RIVERDALE: Rattet Pasternak Approved as Bankruptcy Attorneys
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized 3210 Riverdale Development LLC to employ Rattet
Pasternak, LLP as counsel.

Rattet Pasternak is replacing the Law Offices of Mark J. Friedman
P.C., who was formally relieved as counsel pursuant to a May 15,
2012, order of the Court.  FriedmanPC stated that there has been a
breakdown in communication between FriedmanPC and the Debtor.

RP is expected to, among other things:

   a. give advice to the Debtor with respect to its powers and
      duties as a Debtor-in-Possession and the continued
      management of its property and affairs;

   b. negotiate with creditors of the Debtor and work out a plan
      of reorganization and take the necessary legal steps in
      order to effectuate a plan including, if need be,
      negotiations with the creditors and other parties in
      interest; and

   c. prepare the necessary answers, orders, reports and other
      legal papers required for the Debtor who seeks protection
      from its creditors under Chapter 11 of the Bankruptcy Code.

The hourly rates of the firm's personnel are:

         Partners                  $475 - $650
         Of Counsel                $425 - $475
         Associates                $250 - $450
         Paraprofessionals             $150

RP received an initial retainer of $15,000 on June 5, 2012, which
was paid by Michael Waldman, the managing member of the Debtor's
sole member, from his personal funds.

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

The firm can be reached at:

        Jonathan S. Pasternak, Esq.
        Erica R. Feynman, Esq.
        RATTET PASTERNAK, LLP
        550 Mamaroneck Avenue, Suite 510
        Harrison, New York 10528
        Tel: (914) 381-7400

                About 3210 Riverdale Development LLC

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The parties behind 3210 Riverdale Avenue Partners LLC are
Michael Davis at Plymouth Group, and Laurence Rappaport, at KABR
Group.  The Debtor disclosed $30,000,000 in assets and $18,977,495
in liabilities as of the Chapter 11 filing.

The property is currently in possession of a state court appointed
receiver of rents, which receiver has been excused form compliance
form turnover pursuant to an order of the Court dated May 11,
2012.

The Debtor is currently represented by Jonathan S. Pasternak,
Esq., at Rattet Pasternak, LLP.  The senior lenders are
represented by Andrew C. Gold, Esq.

There's Chapter 11 co-proposed by the Debtor and senior lender
3210 Riverdale Avenue Partners LLC.  The Plan provides that the
senior  lender, owed $22.7 million would have a 78% recovery.  In
satisfaction of the claim, the Debtor has agreed to convey its
property to the lender or its buyer designee.  The lender would
waive its right to distribution on account of its unsecured
deficiency claim but retained the right to vote on account of the
claim.  Holders of unsecured claims totaling $230,000 to
$1,000,000 would have a recovery of 5% to 21.74%.  Each would
receive its pro rata share of cash from a "plan funding account."
Equity holders would receive no distribution under the Plan.


3210 RIVERDALE: Terminates Plan Filing Exclusivity
--------------------------------------------------
3210 Riverdale Development LLC, asks the U.S. Bankruptcy Court for
the Southern District of California to approve a stipulation and
agreed order resolving a motion of senior lender 3210 Riverdale
Avenue Partners LLC for dismissal of the Chapter 11 case, or in
the alternative, for relief from the automatic stay.

As reported in the Troubled Company Reporter on May 10, 2012, the
senior lender said the case does not belong in bankruptcy court.
It is a simple two-party dispute between a single asset real
estate debtor and its secured lender, which, prior to the filing
of the chapter 11 case, was being adjudicated in a foreclosure
proceeding in the New York State Supreme Court.  The senior lender
said it is substantially under-secured and there is no equity in
the Debtor's sole asset -- an uninhabited 46 unit condominium
project in New York.  If the Court declines to dismiss the Chapter
11 case, the senior lender said it is entitled, in the
alternative, to relief from the automatic stay to allow it to
proceed with the foreclosure action.

Pursuant to the stipulation, the parties, among other things:

   -- agree that (i) as of the Petition Date, the Debtor is
      indebted to the senior lender in the aggregate amount of
      $22,626,043, plus fees, costs and expenses under the
      Prepetition Loan Documents, (ii) the indebtedness is not
      subject to offset, defense or counterclaims, and (iii) the
      amount of the indebtedness exceeds the fair market value of
      the Property by no less than $5 million;

   -- the senior lender is granted relief from the automatic stay
      to continue the foreclosure action including, but not
      limited to, a foreclosure sale of the property;

   -- the Debtor's exclusive period to file a plan of
      reorganization is terminated and the senior lender and the
      Debtor may propose a qualified plan as set forth in the
      settlement agreement.

A copy of the settlement agreement is available for free at
http://bankrupt.com/misc/321RIVERDALE_stipulation.pdf

                About 3210 Riverdale Development LLC

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The parties behind 3210 Riverdale Avenue Partners LLC are
Michael Davis at Plymouth Group, and Laurence Rappaport, at KABR
Group.  The Debtor disclosed $30,000,000 in assets and $18,977,495
in liabilities as of the Chapter 11 filing.

The property is currently in possession of a state court appointed
receiver of rents, which receiver has been excused form compliance
form turnover pursuant to an order of the Court dated May 11,
2012.

The Debtor is currently represented by Jonathan S. Pasternak,
Esq., at Rattet Pasternak, LLP.  The senior lenders are
represented by Andrew C. Gold, Esq.

There's Chapter 11 co-proposed by the Debtor and senior lender
3210 Riverdale Avenue Partners LLC.  The Plan provides that the
senior  lender, owed $22.7 million would have a 78% recovery.  In
satisfaction of the claim, the Debtor has agreed to convey its
property to the lender or its buyer designee.  The lender would
waive its right to distribution on account of its unsecured
deficiency claim but retained the right to vote on account of the
claim.  Holders of unsecured claims totaling $230,000 to
$1,000,000 would have a recovery of 5% to 21.74%.  Each would
receive its pro rata share of cash from a "plan funding account."
Equity holders would receive no distribution under the Plan.


ADAMS PRODUCE: PNC Bank Granted Relief From Automatic Stay
----------------------------------------------------------
Judge Tamara Mitchell of the Bankruptcy Court for the Northern
District of Alabama signed off on an agreed order granting PNC
Bank, National Association, relief from automatic stay to exercise
any and all of its rights and remedies as the holder of a validly
perfected, first priority security interest in and mortgage
lien/deed of trust upon a real estate in Mississippi.

The automatic stay is modified as to PNC to permit PNC to exercise
any and all of its rights and remedies as the holder of a validly
perfected, first priority security interest in and lien upon all
personal property of the Debtors other than as expressly provided
in the Order.  Notwithstanding, the claimants under the Perishable
Agricultural Commodities Act reserve the right to assert in
subsequent proceedings before the Bankruptcy Court that one or
more pieces of the Debtor's equipment constitute asset(s) of the
PACA Trust and that the net proceeds of disposition of such
Equipment are subject to the rights of PACA Claimants, and only to
the extent that there are any net proceeds after payment of the
costs and fees.

The disposition of the Debtors' cash, inventory and accounts
receivable will be determined in accordance with the PACA
Procedures Order entered by the Court, with all rights and
arguments of the parties reserved as to what portion of cash,
inventory and accounts receivable constitute assets of the PACA
Trust.

                        About Adams Produce

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

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

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

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

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

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

In June 2012, the Debtors sought conversion of the case to a
liquidation under Chapter 7.


ADVANCED COMPUTER: Can Hire Carrasquillo as Financial Consultant
----------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico granted Advanced Computer Technology,
Inc., permission to employ CPA Luis R. Carrasquillo & Co., PSC, as
its financial consultant.

The duties of Carrasquillo will consist of strategic counseling
advice, pro forma modeling preparation, financial/business
assistance, preparation of documentation as requested for and
during the Debtor's Chapter 11 case, as well as recommendation and
financial/business assessments regarding issues related to the
Debtor.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


ADVANCED COMPUTER: Has Court OK to Hire Cuprill as Bankr. Counsel
-----------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico granted Advanced Computer Technology,
Inc., authorization to employ Charles A. Cuprill, P.S.C., Law
Offices, as its counsel.

The Debtor retained Cuprill on the basis of a $35,000 retainer,
against which the law firm will bill on the basis of $350 per
hour, plus expenses, for work performed or to be performed by
Charles A. Cuprill-Hernandez, Esq.  The firm's other professionals
are billed at $225 per hour for senior associates, $150 per hour
for junior associates and $85 per hour for paralegals.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


AEROGROW INTERNATIONAL: Incurs $7.2 Million Net Loss in Fiscal Q1
-----------------------------------------------------------------
Aerogrow International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $7.16 million on $1.41 million of net product sales
for the three months ended June 30, 2012, compared with a net loss
of $1.54 million on $1.47 million of net product sales for the
same period a year ago.

The Company reported a net loss of $3.55 million for the year
ended March 31, 2012, a net loss of $7.92 million for the year
ended March 31, 2011, and a net loss of $6.33 million for the year
ended March 31, 2010.

The Company's balance sheet at June 30, 2012, showed $3.86 million
in total assets, $3.63 million in total liabilities and $229,483
in total stockholders' equity.

"We were pleased to continue our sustained trend of improved
earnings and margin performance," said Mike Wolfe, AeroGrow's
President and CEO.  "We believe we have successfully transformed
the business model of the Company and built a solid foundation on
which to invest for the future."

"Our improved operating performance, in combination with the new
capital we raised and a solid balance sheet, allowed us to begin
our planned investment in re-building the revenue base of the
Company," continued Mr. Wolfe.  "With new products in the
pipeline, planned expansion and testing of several new channels of
distribution, and plans to increase our media and public relations
reach, we're excited about the prospects for the upcoming indoor
gardening season, which begins in earnest in November."

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

                         http://is.gd/svKnjX

                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.


ALLISON TRANSMISSION: Fitch Rates Proposed $500-Mil. Loan 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned initial issuer default ratings of 'BB-'
to Allison Transmission Holdings, Inc. (ALSN) and its Allison
Transmission Inc. (ATI) subsidiary.  Fitch also assigns a 'BB'
rating to ATI's proposed $500 million seven-year secured term loan
B-3, proceeds of which will be used to refinance a portion of
ATI's $1.8 billion secured term loan B-1.  In addition, Fitch
assigns a 'BB' rating to the existing secured term loans B-1 and
B-2, as well as the company's secured revolving credit facility,
and assigns ATI's senior unsecured notes a 'B+' rating.

Fitch's ratings apply to $2.5 billion in secured term loans, a
$400 million secured revolving credit facility and $471 million in
senior unsecured notes.  The Rating Outlook for ALSN and ATI is
Stable.

The ratings for ALSN and ATI reflect the transmission
manufacturer's strong competitive position as a supplier of fully
automatic transmissions for on-highway, off-highway and military
applications, as well as hybrid propulsion systems for busses.
ALSN enjoys a very strong position in the North American market,
with the majority of school busses, Class 6 and 7 trucks, and
Class 8 straight trucks manufactured with the company's
transmissions in 2011.  The company also has a recognized brand
name that commands a price premium from end users.  ALSN's
position outside North America is considerably smaller, however,
as manual transmissions continue to dominate most markets.
Acceptance of fully automatic transmissions is growing, though,
particularly in emerging markets, and the company has positioned
itself to take advantage of opportunities in these regions, most
notably in China and India.

The combination of premium pricing and a focus on manufacturing
cost control has led to a substantial margin performance and
relatively strong free cash flow (FCF), which remained positive
even during the downturn of 2008 and 2009.  Leverage remains
moderately high, however, as a result of substantial bank
borrowings incurred with the company's 2007 leveraged buy-out.
Since that time, ALSN has been focused on using FCF to reduce
debt, including a $355 million decline in debt in the first half
of 2012.  Relatively low pension obligations and a sufficient
liquidity position are other credit positives.

Credit concerns include the highly cyclical nature of the global
truck and capital goods industries, volatile raw material costs,
relatively little global diversification, the aforementioned
moderately high leverage and a concentrated maturity schedule
which includes a significant amount of debt due in two years.
These concerns are mitigated somewhat, however, by ALSN's strong
FCF performance and increasing penetration into emerging markets.
Also, ALSN primarily supplies the vocational truck market, which
tends to be less cyclical than the linehaul truck market.
Nonetheless, a broad-based global downturn in commercial vehicle
production would potentially put significant pressure on the
company's margins and FCF.  Fitch also has some concerns around a
continued decline in military-related revenue, given the
possibility of significant program cuts in 2013 with a
sequestration of U.S. military's budget.  However, just 13% of
ALSN's revenue in the 12 months ended June 30, 2012, was derived
from its military segment, and Fitch believes only a portion of
this would be at risk from sequestration.

Outside of external market concerns, the labor agreement covering
the company's U.S. hourly employees represented by the United Auto
Workers (UAW) expires in November 2012, which increases the risk
of operational disruption later this year.  However, it is notable
that the current UAW labor agreement is already similar to the one
negotiated between the union and the three Detroit auto
manufacturers in 2011, and ALSN does not have a history of labor-
related disruptions.  In addition to labor, Fitch also notes that
ALSN's ownership structure is highly concentrated, with The
Carlyle Group and Onex Corporation each holding a 41.5% stake in
the company.  It does not appear that this ownership concentration
has resulted in any significant actions by the company that would
be detrimental to its creditors.

The Stable Rating Outlook on ALSN and ATI indicates that a near-
term change in the company's ratings is not likely. Longer term,
however, Fitch could consider an upgrade of the IDR to 'BB' if
company continues to reduce debt, makes further progress on
increasing the globalization of its revenue base, and FCF and
margins remain high for an extended period.  In particular, a
continued strong performance in a slower commercial vehicle market
would be a potential driver of higher ratings.

On the other hand, Fitch could consider a downgrade in the ratings
on an unexpected sharp decline in North American commercial
vehicle production, or if the company increases its debt load.  In
particular, a significant increase in long-term debt to support
shareholder-friendly actions would be viewed negatively, although
cash returns to shareholders via FCF could be consistent with the
current ratings, provided liquidity remains sufficient for ongoing
financial flexibility.  Although not expected, a significant
increase in debt to support an acquisition might also be a trigger
for a negative rating action; while a prolonged production decline
caused by a labor disruption tied to the November 2012 UAW
contract expiration could also trigger a downgrade.

ALSN's credit profile is characterized by strong margins and FCF
generation, but moderately high leverage. Fitch-calculated
leverage (debt/Fitch-calculated EBITDA) in the 12 months ended
June 30, 2012, was 4.1x, with $3.0 billion in debt and last 12
months (LTM) Fitch-calculated EBITDA of $745 million.  The
calculated EBITDA margin of 33.1% was very strong for a capital
goods manufacturer, however, and Fitch believes ALSN has the
financial flexibility to drive leverage below 4x in the next
twelve months.  Funds from operations (FFO) adjusted leverage was
4.4x and FFO fixed charge coverage was 4.0x in the LTM period
ended June 30, 2012, versus 4.9x and 3.1x, respectively, at Dec.
31, 2011.  The company's liquidity position at the end of the
second quarter was more than sufficient to meet its cash
obligations and included $112 million in cash and cash equivalents
and $372 million of availability on its $400 million secured
revolving credit facility (after accounting for $28 million in
letters of credit).

ALSN has been focused on reducing debt over the past several
years, with debt (including short-term debt) declining from $4.0
billion at year-end 2008 to $3.0 billion at June 30, 2012.  The
current figure is down $536 million from the level at June 30,
2011, and down $358 million since year-end 2011.  The decline in
the first half of 2012 was primarily due to the early repayment of
all of the company's 11% senior unsecured notes, which totaled
$310 million at year-end 2011.  ALSN has the flexibility to
further reduce its debt through optional prepayments on its
secured term loans or early redemption of all or a portion of its
7.125% senior unsecured notes, and Fitch expects that the company
will take advantage of opportunities to reduce its debt over the
intermediate term.

The company's credit agreement includes financial covenants that
require ALSN to maintain a senior secured leverage ratio below
5.50x.  The actual senior secured leverage ratio, which is
calculated net of cash, was well below the maximum level at 3.19x
as of June 30, 2012.  According to the facility's terms, a senior
secured leverage ratio below 3.50x suspends certain provisions
requiring excess cash flow (as defined in the agreement) to be
applied to term loan reduction.

The company is currently seeking commitments from banks on a
proposed $500 million secured term loan B-3 that will be entered
into through an amendment to the existing credit facility
agreement.  Terms and conditions of the amended facility are
expected to be substantially similar to those in the current
version of the credit agreement.  Proceeds from the term loan B-3
will be used to prepay a portion of the $1.8 billion outstanding
on the company's secured term loan B-1.  The term loan B-3 will
mature in August 2019 and augments the B-1 loan that matures in
August 2014 and the $797 million term loan B-2 that matures in
August 2017.

At June 30, 2012, ALSN had no short-term debt outstanding, and
current maturities of long-term debt totaled only $8.0 million.
However, even with the proposed reduction to the B-1 term loan,
ALSN's maturity schedule remains very uneven, with the large
maturity coming due in 2014 when the remaining principal balance
of the B-1 loan is due.  Although the current term loan B-3
transaction is expected to reduce the amount of the B-1 maturity
by about $500 million, the company will still have an estimated
$1.3 billion in debt that matures in August 2014 and nearly $800
million maturing in August 2017.

LTM FCF was $379 million at the end of the second quarter, leading
to a relatively strong 16.9% FCF margin.  Funds flow from
operations (FFO) was $529 million in the LTM period, with working
capital using a fairly modest $5.8 million.  LTM capital spending
was $132 million, equal to 5.9% of revenue, which was higher in
relative terms than the company's spending in recent years as it
continues to invest in its geographical footprint and new product
programs.  The company has guided to full-year 2012 capital
spending in the range $115 million to $130 million.  Fitch expects
FCF to remain solid over the intermediate term and FCF margins to
remain strong by industry standards as growth in operating cash
flow more than offsets an expected rise in capital spending.
Fitch notes, however, that ALSN instituted a dividend in the
second quarter of 2012 that will reduce annual FCF by about $44
million going forward.

ALSN's defined benefit pension obligations are relatively modest,
with an underfunded status of only $16 million as of year-end
2011. he company's U.S. hourly pension plan was closed to new
entrants in 2008, and benefits for U.S. hourly employees who
retired prior to October 2, 2011, are covered under General Motors
Company's (GM) hourly plan.  ALSN completed the transfer of
obligations and assets tied to those retirees from its hourly plan
to GM's plan during the second quarter of 2012.  Fitch does not
currently view ALSN's pension obligations as a meaningful credit
risk.

The secured revolver and term loans that comprise ATI's credit
facility are rated one notch above ATI's IDR at 'BB', reflecting
their collateral coverage, which includes virtually all of ATI's
assets.  Fitch notes that property, plant, and equipment and
intangible assets (including ALSN's intellectual property)
comprised $2.4 billion of the $5.1 billion in assets on ALSN's
consolidated balance sheet at June 30, 2012.  With secured loans
accounting for over 85% of the debt in the capital structure
(assuming a fully-drawn revolver), ATI's senior unsecured notes
are rated one notch lower than ATI's IDR at 'B+'.

WHAT COULD TRIGGER A RATING ACTION
Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- A meaningful reduction in leverage;
  -- Increased global revenue diversification;
  -- Continued strong margin performance;
  -- Ongoing positive FCF generation, especially in a weakened
     demand environment.

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

  -- A sharp decline in commercial vehicle production, especially
     in North America;
  -- A significant increase in debt;
  -- An increase in leverage to support shareholder-friendly
     actions;
  -- A merger or acquisition that results in higher leverage over
     an extended period of time;
  -- A prolonged downturn in production caused by a labor
     disruption.

Fitch has assigned the following ratings to ALSN and ATI:

ALSN

  -- IDR 'BB-'

Rating Outlook Stable.

ATI

  -- IDR 'BB-'
  -- Secured term loan rating 'BB';
  -- Secured revolving credit facility rating 'BB';
  -- Senior unsecured rating 'B+';

Rating Outlook Stable.


ALLY FINANCIAL: Inks Underwriting Pact with Citigroup, et al.
-------------------------------------------------------------
Ally Financial Inc. entered into an Underwriting Agreement
incorporating Ally's Underwriting Agreement Standard Provisions
(Debt Securities) with Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets,
LLC, as representatives of the several Underwriters named therein,
pursuant to which Ally agreed to sell to the Underwriters
$600,000,000 aggregate principal amount of 4.625% Senior
Guaranteed Notes due 2015.  The Notes will be guaranteed by Ally
US LLC, IB Finance Holding Company, LLC, GMAC Latin America
Holdings LLC, GMAC International Holdings B.V. and GMAC
Continental Corporation, each a subsidiary of Ally, on an
unsubordinated basis.  The Securities were registered pursuant to
Ally's shelf registration statement on Form S-3 (File No. 333-
171519), which became automatically effective on Jan. 3, 2011.

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

                         http://is.gd/gcKrkb

                        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.


AS SEEN ON TV: Executes Letter of Intent to Acquire eDiets.com
--------------------------------------------------------------
As Seen On TV, Inc., has signed a letter of intent to acquire
eDiets.com, Inc.  The transaction is an all-stock deal, totals
$13 million in As Seen On TV stock and is anticipated to result in
pro-forma ownership of two-thirds As Seen On TV shareholders to
one-third eDiets.com shareholders.  The transaction, which is
subject to certain closing conditions, is expected to close in 90-
120 days.

eDiets.com has generated $22 million in revenue over the past 12
months.  eDiets.com has focused its marketing and customer
acquisition efforts on print media, short-form 30 and 60 second TV
spots and Internet.  In February 2012, Board member Tom Connerty
assumed its CEO position and Chairman Kevin Richardson assumed its
financial responsibilities and has since stabilized the business.
eDiets.com has spent $250 million to-date since its inception in
1996 in building its brand and is now the number three national
diet meal delivery company behind Nutrisystem and Jenny Craig.
Since inception eDiets.com has helped millions of consumers
effectively lose weight through its meal delivery and digital diet
subscriptions.

Both As Seen On TV and eDiets.com believe there are numerous
synergies between the two companies that make a combination
greater than one plus one.  The identified synergies range from
public company expense savings, assembling the strongest direct
marketing team, to creative marketing and direct response
expertise and cost savings.

The two companies share a planned vision for accelerating the
growth of eDiets.com fresh food dietary meal delivery business.
To-date customer acquisition has been driven by print media and
short-form 30 and 60 second TV spots.  The shared plan is to
create, develop and utilize a long-form infomercial to more
effectively acquire customers and spur growth of eDiets.com, Inc.
subscribers.  The As Seen On TV team, led by Kevin Harrington, has
a vision in creating an infomercial utilizing celebrities and will
utilize its expertise in production and media buy planning.
Additional opportunities include tying the eDiets.com dietary meal
delivery plan to other infomercial fitness products and the
ability to upsell complementary fitness and household good
products, two solid segments in the As Seen On TV world.

Tom Connerty has over 25 years of expertise in direct response
marketing with leading consumer branded companies, including
Nutrisystem and the Nautilus Group.  Mr. Connerty served as Chief
Marketing Officer of Nutrisystem from 2004 to 2008, and, in
addition, he was promoted to Executive Vice President of Program
Development in 2006.  At Nutrisystem, Mr. Connerty was
instrumental in successfully creating and implementing innovative
direct marketing programs which contributed to Nutrisystem's rapid
growth during his tenure at the Company.  From 1999 to 2004, he
served as Vice President of Direct Marketing of the Nautilus
Group, where he played a key role in building the Bowflex division
into one of the most profitable and recognizable names in the
direct response home fitness market.  Prior to Nautilus, he served
as the Vice President of Broadcast for the Home Shopping Network
where he managed advertising, programming and operations for two
of the company's shopping channels that generated more than
$1 billion in annual sales.

eDiets.com, Inc., will be structured as a wholly-owned subsidiary
of As Seen On TV and will continue to be operated by its current
management team.  Kevin Harrington, Chairman of As Seen On TV,
Inc. stated, "Kevin Richardson and Tom Connerty have done a great
job recently in positioning eDiets.com, Inc., for future growth.
The opportunity for all of us here is to accelerate growth of
eDiets.com, Inc., over the next few years by matching their teams
marketing experience and background at Nautilus and Nutrisystem
and our expertise in direct response television and celebrity
rolodex."

Tom Connerty, CEO of eDiets.com, stated, "I'm extremely excited
about this merger.  Both entities bring a lot of experience and
success marketing products directly to consumers across a wide
range of product categories.  A lot of synergies exist between the
two companies that I feel will create a powerful direct marketing
partnership poised for significant profitable growth in 2013 and
beyond."

Kevin Richardson, Chairman of eDiets.com, stated, "The combination
of these two teams puts us well on the way of assembling the
"dream team" of direct response marketing. We are very excited to
see the synergies benefit both groups of shareholders."

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.

The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.


ATP OIL: Credit Suisse Said to Be Arranging DIP Financing
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas ATP Oil & Gas Corp., arranged for
$600 million in financing ahead of a Chapter 11 filing that could
take place within days.  The financing is being arranged with
Credit Suisse Group AG, according to the Bloomberg report, citing
two people who asked not to be identified because the discussions
are private.

As reported in yesterday's edition of the Troubled Company
Reporter, The Wall Street Journal's Mike Spector and Ryan
Dezember, citing a person familiar with the matter, said ATP Oil
is negotiating a $600 million loan that would help keep the
company running during bankruptcy proceedings.  That source said
ATP could file for bankruptcy protection in coming days.  The
source said ATP was in discussions with senior creditors Friday
afternoon about the parameters of the financing and possible
bankruptcy filing.

Bloomberg News, citing two people familiar with the matter,
reported late in July that bondholders are organizing for a
potential restructuring.  One of those sources, who declined to be
identified because he's involved in the process, told Bloomberg
that investors interviewed potential advisers.  The process isn't
public, he said.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused in
the Gulf of Mexico, Mediterranean Sea and North Sea.  The Company
trades publicly as ATPG on the NASDAQ Global Select Market.

The Company's balance sheet at March 31, 2012, showed $3.63
billion in total assets, $3.48 billion in total liabilities,
$115.81 million in redeemable noncontrolling interest, $71.18
million in 8% convertible perpetual preferred stock, and a $34.44
million total shareholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 3, 2012,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on ATP to 'CCC' from 'CCC+' The outlook is
negative.  S&P raised its issue rating on the company's senior
unsecured notes to 'CCC' from 'CCC-' (same as the corporate credit
rating).

"The downgrade reflects our expectation that ATP's liquidity is
currently limited relative to projected fixed charges over the
next three months," said Standard & Poor's credit analyst
Christine Besset. "Because of various operational issues faced by
the company, we believe that cash flow in second-quarter 2012 will
be below our forecasts, leaving ATP with lower-than-expected
liquidity at the end of the quarter. We estimate that current
liquidity and operating cash flow over the next three months will
be insufficient to cover capital expenditures (capex), royalty
interest payments and November bond interests without a cut in
capital spending or outside financing."

"The recovery rating revision reflects a change in our valuation
of the company's reserves," added Ms. Besset. "Given the
heightened risk of a near-term default, we are now valuing the
reserves using price assumptions which are close to the current
price environment rather than the low commodity prices we
generally assume for most E&P companies."

"The negative outlook reflects the looming liquidity shortfall. We
could take a negative rating action if the company is unable to
secure additional funding this year or is unsuccessful in
developing planned 2012 wells, jeopardizing its liquidity
situation for 2013. We may revise the outlook to positive if ATP
finds additional financing and increases production, cash flow,
and liquidity to fund 2012 and 2013 fixed charges -- likely in
conjunction with continued high commodity prices," S&P said.

As reported by the TCR on May 9, 2012, Moody's Investors Service
affirmed ATP's Caa2 Corporate Family Rating.  The Caa2 Corporate
Family Rating reflects ATP's small production and cash flow base,
low drilling risk diversification, high proportion of proved
undeveloped reserves and short PD (proved developed) reserve life,
extremely high leverage and chronic liquidity challenges.


B GREEN INNOVATIONS: Incurs $111,000 Net Loss in Second Quarter
---------------------------------------------------------------
B Green Innovations, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $111,379 on $78,911 of net sales for the three months
ended June 30, 2012, compared with a net loss of $55,062 on
$65,733 of net sales for the same period during the prior year.

The Company reported a net loss of $126,888 on $187,646 of net
sales for the six months ended June 30, 2012, compared with a net
loss of $182,971 on $107,354 of net sales for the same period a
year ago.

The Company's balance sheet at June 30, 2012, showed $304,020 in
total assets, $1.22 million in total liabilities and a $916,558
total stockholders' deficit.

As of June 30, 2012, the Company had a net operating loss, and
negative working capital.

Rosenberg, Rich, Baker, Berman and Company, in Somerset, New
Jersey, issued a "going concern" qualification on the financial
statements for the year ended Dec. 31, 2011, citing negative cash
flow from operations and recurring net losses which raised
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/q0Ixyo

                    About B Green Innovations

Matawan, N.J.-based B Green Innovations, Inc. (OTC BB: BGNN)
-- http://www.bgreeninnovations.com/-- is dedicated to
becoming a "green" technology company, focused on acquiring and
identifying promising technologies that address environmental
issues.  The first technology will be used to create new products
from recycled tire rubber.


B+H OCEAN: Taps More Fisher Brown as Special U.K. Counsel
---------------------------------------------------------
BankruptcyData.com reports that B+H Ocean Carriers filed with the
U.S. Bankruptcy Court a motion to retain More Fisher Brown
(Contact: Simon Wolsey) as special United Kingdom counsel at these
hourly rates:

     Position                      Rate
     ---------                     ----
     Senior partner at            GBP315
     Junior partner                 280
     Assistant                  200 to 275
     Trainee solicitor              100

B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of four
product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.
B+H Ocean Carriers and its subsidiaries filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30, 2012.
The Debtors disclosed total assets of $4.52 million and total
debts of $46.09 million as of the Chapter 11 filing.

John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New York,
served as bankruptcy counsel for the Debtors.


BEHRINGER HARVARD: Has OK to Use Cash Collateral Until Aug. 31
--------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has granted Behringer Harvard Frisco
Square LP and its affiliated debtors, BHFS I LLC, BHFS II LLC,
BHFS III LLC, BHFS IV LLC, BHFS Theater LLC, interim permission to
continue using through the end of August 2012, cash securing their
obligations to their prepetition lenders.

The Court will hold a final interim hearing on the cash collateral
motion on Sept. 14, 2012, at 2:00 p.m.  The Court has already
signed three interim orders allowing the continued use of cash
collateral postpetition.

As reported by the Troubled Company Reporter on July 24, 2012, the
Debtors said in court papers that, without an immediate ability to
use cash collateral, they do not have other sufficient cash and
funds to carry on the operation of their businesses, to pay
employees, pay vendors and service providers, and to protect their
property.  Absent an immediate use of cash collateral, the Debtors
said they will suffer immediate and irreparable injury.

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

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

A copy of the interim budget is available for free at:

       http://bankrupt.com/misc/BHFS_I_3interimbudget.pdf

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

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

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

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

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


BEHRINGER HARVARD: Has Court OK to Hire Munsch Hardt as Attorneys
-----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has granted BHFS I, LLC, et al.,
permission to employ Munsch Hardt Kopf & Harr, P.C., as their
attorneys.

As reported by the Troubled Company Reporter on July 4, 2012,
Munsch Hardt will, among other things, serve as attorneys of
record for the Debtors in all aspects, to include any adversary
proceedings commenced in connection with the Bankruptcy Case and
to provide representation and legal advice to the Debtors
throughout the bankruptcy case.

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

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

Judge Brenda T. Rhoades presides over the case.  The petition was
signed by Michael J. O'Hanlon, president.

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

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


BEHRINGER HARVARD: Wants to Hire McRoberts for Appraisal Services
-----------------------------------------------------------------
BHFS I, LLC, et al., seek permission from the Hon. Brenda T.
Rhoades of the U.S. Bankruptcy Court for the Eastern District of
Texas to employ McRoberts & Company of Texas, LP, as appraiser.

The value of the Debtors' real property and improvements is
disputed and is an important issue in many aspects of the
bankruptcy case.  Most urgently, said value is important to the
Court's consideration of the Debtors' requested usage of cash
collateral on a final basis, a hearing on which is presently set
for Sept. 14, 2012.  The Debtors' lender has retained its expert
appraiser and, unless the Debtors and the Estates have an expert
appraiser of their own, the Debtors, the Estates, and unsecured
creditors could be severely prejudiced.  Having an accurate and
expert opinion on the value of the Debtors' property will enable
the Debtors to move forwards towards a plan, and will provide
important information to all creditors and parties-in-interest.

McRoberts will:

      a. collect and analyze data related to the Debtors' real
         property and improvements;

      b. conduct onsite inspections of the property and comparable
         developments;

      c. appraise the property using accepted approaches to value;

      d. prepare a final appraisal report, estimate the market
         value of the property as of the date of inspection, in a
         form conforming to the requirements of the Standards of
         Professional Appraisal Practices as adopted by the
         Appraisal Foundation; and

      e. provide supporting analysis and expert testimony.

McRoberts will be paid at these hourly rates:

         Andrew J. McRoberts, President                   $300
         David A. Tarrant, Executive Vice President       $200
         Lauren Maggard, Associate                        $200

McRoberts will receive a retainer in the amount of $20,000.

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

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

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

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

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

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


BELDEN INC: Moody's Assigns 'Ba2' Rating to Sub. Note Offering
--------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Belden Inc.'s
proposed subordinated note offering and revised the senior secured
revolver rating to Baa2 from Baa1. The proposed notes will be used
to refinance Belden's existing subordinated debt and for general
corporate purposes. The downward revision in the $400 million
secured revolver rating to Baa2 from Baa1 is due to the recent
increase in secured debt raised to finance Belden's acquisition of
Miranda Technologies Inc. The ratings outlook is stable.

Ratings Rationale

Belden is opportunistically refinancing its existing $200 million
and $350 million senior subordinated notes due 2019 and 2017
respectively. Although the subordinated note issue will not impact
leverage on its own, leverage increases modestly pro forma for the
recently closed Miranda acquisition to approximately 3.5x from
2.8x. The Miranda acquisition was funded with an unrated C$250
million senior secured term loan and cash on hand. The ratings on
the debt instruments were determined using Moody's Loss Given
Default Methodology and based on the instruments relative
positions in the capital structure.

The Ba1 CFR continues to reflect Belden's leading positions within
segments of the enterprise and industrial cabling and connectivity
product markets, which allows the company to generate strong free
cash flow from improving operating margins during a strong market.
While, Moody's expects leverage to increase one or more turns
during a down cycle, free cash flow levels should remain strong as
the company frees up working capital. Moody's expectation that
Belden will sustain sizeable cash and free cash flow from
operations is critical to maintaining the Ba1 rating.

Liquidity is very good supported by the company's cash position,
undrawn $400 million revolver and Moody's expectations of over
$140 million in free cash flow over the next year.

The ratings could be raised if permanent debt levels are reduced
while the company continues its operating improvements and
demonstrates conservative approaches to financing acquisitions.
However, the cyclical nature of Belden's business and its
acquisition appetite limit upwards movement. The ratings could
face a downgrade if leverage were expected to remain above 3.5x
for an extended period.

Issuer: Belden Inc.

  Downgrades:

    US$400M Senior Secured Bank Credit Facility, Downgraded to
    Baa2 from Baa1

    US$400M Senior Secured Bank Credit Facility, Downgraded to
    LGD2, 13 % from LGD2, 10 %

  Assignments:

    US$550M Senior Subordinated Regular Bond/Debenture, Assigned
    Ba2

    US$550M Senior Subordinated Regular Bond/Debenture, Assigned
    LGD4, 69 %

The principal methodology used in rating Belden 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.

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with LTM July
2012 revenues of approximately $1.9 billion. The company is
headquartered in St. Louis, Missouri.


BELDEN INC: S&P Rates Proposed $550MM Sr. Subordinated Notes 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
ratings to Belden Inc.'s proposed $550 million senior subordinated
notes due 2022. "We also assigned a '6' recovery rating to this
debt, indicating our expectation for negligible (0%-10%) recovery
for lenders in the event of a payment default. The company intends
to use the proceeds from the new debt to repurchase its existing
callable $350 million senior subordinated notes due 2017 in their
entirety, and to make a tender offer for its existing $200 million
senior subordinated notes due 2019. The issue-level and recovery
ratings on the company's senior secured revolving credit facility
remain unchanged. The 'BB' corporate credit rating and outlook are
unchanged as well," S&P said.

"We have increased our estimated default-level enterprise
valuation on the company. The higher enterprise valuation reflects
continuing and sustained improvement in profitability, and the
additional scale and enterprise value from acquisitions made since
our last analysis. We have also updated our recovery analysis to
include the new unrated 250 million Canadian dollar term loan A
that was borrowed to complete the Miranda Technologies Inc.
acquisition," S&P said.

"The ratings on Belden reflect the company's participation in the
highly competitive and cyclical cable, connectivity, and
networking product markets; its exposure to volatile raw material
pricing and foreign currency rates; and a 'significant' financial
profile. Belden's diversification into higher margin value-added
specialty products and expansion of its vertical markets served,
along with 'adequate' liquidity (as defined in our criteria) and
good cash flow characteristics, partly offset these risks. Last 12
months ended June 30, 2012 leverage pro forma for the recent
Miranda acquisition was just over 3x. We expect leverage to
gradually decline over the next year through modest revenue growth
and continued incremental improvement in EBITDA margins," S&P
said.

RATINGS LIST

Belden Inc.
Corporate Credit Rating          BB/Stable/--

New Ratings

Belden Inc.

Subordinated
$550 mil. nts due 2022           B+
   Recovery Rating                6


BERNARD L. MADOFF: Victims Appeal for Right to Sue Picower Estate
-----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that victims of
Bernard Madoff's Ponzi scheme on Friday filed an appeal against a
decision that stops them from pursuing a securities class action
against the so-called Picower estate, which already made a
$7.2 billion deal with the Madoff trustee.

According to Bankruptcy Law360, A&G Goldman Partnership and Pamela
Goldman filed notice with the Manhattan federal court that they
would appeal a decision from a bankruptcy court that prevented
them from suing the estate of Jeffrey Picower, a Madoff customer
who ended up a net-winner through the Ponzi scheme.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BINGO.COM LTD: Restates Form 10-K for FY Ended Dec. 31, 2011
------------------------------------------------------------
Bingo.com, Ltd., has filed Amendment No. 1 on Form 10-K/A to amend
our Annual Report on Form 10-K/A for the fiscal year ended
Dec. 31, 2011, which was originally filed with the US Securities
and Exchange commission on March 30, 2012.  The following sections
of the Original Filing have been revised:

  -- The Consolidated balance sheet -- This has been amended for
     the years ended Dec. 31, 2011, and 2010, to expense the
     purchase of the remaining 4% Domain Name Purchase payments
     for $900,000, in accordance with ASC Topic 420-10-25-11.
     This had the effect to reduce the intangible asset and to
     increase the retained deficit by $900,000 for the years ended
     Dec. 31, 2011, and 2010.

  -- The Consolidated Statement of Operations -- This has been
     amended as follows:

      * For the year ended Dec. 31, 2010, to expense the purchase
        of the remaining 4% Domain Name Purchase payments for
        $900,000, in accordance with ASC Topic 420-10-25-11.

      * For the year ended Dec. 31, 2010, the profit from the
        reversal of progressive jackpots was amended to adjust the
        opening retained deficit in accordance with ASU 2010-16.

  -- The Consolidated Statement of Stockholders' Equity -- This
     has been amended as follows:

      * For the year ended Dec. 31, 2010, the Consolidated
        Statement of Stockholders' Equity was amended to include
        the provision for progressive jackpots balance in the
        opening retained deficit in accordance with ASU 2010-16.

      * The retained deficit for the years ended Dec. 31, 2011,
        and 2010, was amended to expense the purchase of the
        remaining 4% Domain Name Purchase payments for $900,000,in
        accordance with ASC Topic 420-10-25-11.

  -- The Consolidated Statement of Cash flows -- This has been
     amended as follows:

      * For the year ended Dec. 31, 2010, to expense the
        purchase of the remaining 4% Domain Name Purchase payments
        for $900,000, in accordance with ASC Topic 420-10-25-11.

The Company reported a net loss of $689,016 for 2011, compared to
a net loss $1.97 million for 2010.  The decrease in net loss,
compared to the prior year, is due to the Company expensing the
Domain Name Purchase payments of $900,000 during the year ended
Dec. 31, 2010.  In addition, the net loss decreased due to the
reduction in expenses as a result of migrating to the Unibet's
Partner platform during fiscal 2010.

Total revenue decreased to $1.42 million for 2011, a decrease of
22% over revenue of $1.82 million for 2010.  Gaming revenue
decreased to $1.35 million for 2011, a decrease of 21% over gaming
revenue of $1.72 million for 2010.  This decrease compared to the
prior year is due to a change in strategy and the resulting
migration during the second quarter of fiscal 2010 of the
Company's players to the Unibet Partner Program.  Advertising
Revenue decreased to $66,705 for 2011, a decrease of 32% over
revenue of $98,547 for the same period in the prior year.  During
the first quarter of fiscal 2010 the Company suspended sales of
new advertising.

The Company's restated balance sheet at Dec. 31, 2011, showed
$2.44 million in total assets, $96,291 in total liabilities, and
stockholders' equity of $2.34 million.

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

                       http://is.gd/XGQpMw

                          About Bingo.com

Based in The Valley, Anguilla, B.W.I., Bingo.com, Ltd. is in the
business of owning and marketing a bingo based entertainment
website that provides a variety of Internet games plus other forms
of entertainment, including an online community, chat rooms, and
more.

                           *     *     *

Davidson & Company LLP's report on the Company's consolidated
financial statements for the years ended Dec. 31, 2011, and 2010,
dated July 30, 2012, included an explanatory paragraph stating
that the Company's negative cash flows from operating activities
during the past year and accumulated deficit of $15.92 million as
of Dec. 31, 2011, raise substantial doubt about the Company's
ability to continue as a going concern.


BROWNIE'S WASTEWATER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Brownie's Wastewater Solutions, Inc.
          aka B&P Environmental Services, LLC
        11372 United Way
        Orlando, FL 32824

Bankruptcy Case No.: 12-10993

Chapter 11 Petition Date: August 13, 2012

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

Debtor's Counsel: Paul DeCailly, Esq.
                  DECAILLY LAW GROUP, P.A.
                  19455 Gulf Boulevard, Suite 8
                  Indian Shores, FL 33785
                  Tel: (727) 824-7709
                  Fax: (866) 906-5977
                  E-mail: pdecailly@dlg4me.com

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

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

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

The petition was signed by Michael Ciarlone, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Freedom Environmental Services, Inc.  12-10958            08/13/12


CANO PETROLEUM: Finishes Chapter 11 Plan, Sale to NBI Services
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cano Petroleum Inc., an independent oil and gas
development and production company, implemented a Chapter 11
reorganization plan on Aug. 2 that the U.S. Bankruptcy Court in
Dallas approved with a July 16 confirmation order.

According to the report, the plan transfers ownership of the
company for $47.5 million to closely owned NBI Services Inc. The
sale was worked out before the Chapter 11 filing in March. There
were no competing offers, so an auction in June was canceled.

The report relates the sale and the plan were supported by the
senior and junior secured lenders.  Given that unsecured creditors
voted in favor of the plan, both lender groups waived their
deficiency claims because the sale price was less than the senior
debt.

According to the court-approved disclosure statement, unsecured
creditors with claims of as much as $5 million could expect to
receive between 4% and 14%.  The payment on unsecured claims was
the result of a so-called gift from secured lenders.  Royalty
claims were paid in full, according to the report.

                       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: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Capitol Bancorp Ltd. filed with the Bankruptcy Court its schedules
of assets and liabilities, disclosing:


     Name of Schedule          Total Assets    Total Liabilities
     ----------------          ------------    -----------------
A -- Real Property                       $0
B -- Personal Property         $112,634,112
C -- Property Claimed
       as Exempt
D -- Creditors Holding
       Secured Claims                                         $0
E -- Creditors Holding
       Unsecured Priority
       Claims                                           $181,359
F -- Creditors Holding
       Unsecured Nonpriority
       Claims                                       $195,463,167
                               ------------    -----------------
     Total                     $112,634,112         $195,644,527

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.  Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012.  Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation.  CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder.  FCC, in turn, is the holding company for five of the
banks in CBC's network.  CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

                     Dual-Track Restructuring

In 2009, CBC entered into a written agreement with the Federal
Reserve Bank of Chicago, its primary federal regulator, which
required CBC to improve operating results and its overall
condition.  As part of its capital strategies and restructuring
actions, CBC divested some of its banks as a means of raising
additional capital and redeploying resources to its remaining
banks.  As of the end of 2011, CBC had divested 21 banks and one
branch.  In 2012, CBC has divested or entered into contracts to
divest another four banks.

On June 22, 2012, CBC commenced a voluntary restructuring plan
designed to facilitate converting existing debt to equity,
preserve CBC's substantial deferred tax assets and facilitate new
equity investments in CBC, which new equity would be used to
strengthen the bank subsidiaries.  The restructuring plan was
pursued on two simultaneous tracks: (a) an out-of-court
restructuring and capital raise consisting of an exchange of its
outstanding senior unsecured notes and trust preferred securities,
with the simultaneous infusion of capital from outside investors;
or (b) if the conditions to the out-of-court restructuring are not
satisfied, an in-court financial restructuring through a
Prepackaged Joint Plan of Reorganization, with the simultaneous
infusion of capital from outside investors.

On June 22, 2012, a Confidential Out-of-Court Exchange Offering
Memorandum and Solicitation of Consents and Disclosure Statement
and Solicitation of Votes Related to the Prepackaged Joint Plan of
Reorganization, was served on all of the Debtors' creditors and
equity security holders.  The Exchange Offers were open until
July 27, which was also the deadline for voting on the Standby
Plan.

On July 6, 2012, the Debtors, to better protect CBC's deferred tax
attributes in connection with the restructuring, modified certain
terms of the stock to be issued to Class 2 under the Standby Plan
by supplementing the Offering Memorandum.

Because CBC did not reach the requisite threshold to complete the
Exchange Offers but did receive the requisite acceptances of the
Plan, CBC commenced the Chapter 11 cases to consummate the
Debtors' restructuring pursuant to confirmation of the Plan.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.  The petitions were signed by Cristin K. Reid, corporate
president.


CAPITOL BANCORP: Wants to Hire Honigman as Bankruptcy Counsel
-------------------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation filed
papers seeking formal approval of Honigman Miller Schwartz and
Cohn LLP as their general bankruptcy counsel.

Honigman has represented the Debtors as their primary outside
counsel since 2008 and has served as the Debtors' counsel, for
among other things, drafting and preparing the Debtors' proposed
Exchange Offers, Offering Memoranda, the Standby Plan and the
Amended Standby Plan, as well as the preparation for the Chapter
11 cases.

To the best of Debtors' knowledge, Honigman does not have any
connection with the Debtors, their creditors, or any other party
in interest, or their attorneys.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.  Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012.  Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation.  CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder.  FCC, in turn, is the holding company for five of the
banks in CBC's network.  CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

                     Dual-Track Restructuring

In 2009, CBC entered into a written agreement with the Federal
Reserve Bank of Chicago, its primary federal regulator, which
required CBC to improve operating results and its overall
condition.  As part of its capital strategies and restructuring
actions, CBC divested some of its banks as a means of raising
additional capital and redeploying resources to its remaining
banks.  As of the end of 2011, CBC had divested 21 banks and one
branch.  In 2012, CBC has divested or entered into contracts to
divest another four banks.

On June 22, 2012, CBC commenced a voluntary restructuring plan
designed to facilitate converting existing debt to equity,
preserve CBC's substantial deferred tax assets and facilitate new
equity investments in CBC, which new equity would be used to
strengthen the bank subsidiaries.  The restructuring plan was
pursued on two simultaneous tracks: (a) an out-of-court
restructuring and capital raise consisting of an exchange of its
outstanding senior unsecured notes and trust preferred securities,
with the simultaneous infusion of capital from outside investors;
or (b) if the conditions to the out-of-court restructuring are not
satisfied, an in-court financial restructuring through a
Prepackaged Joint Plan of Reorganization, with the simultaneous
infusion of capital from outside investors.

On June 22, 2012, a Confidential Out-of-Court Exchange Offering
Memorandum and Solicitation of Consents and Disclosure Statement
and Solicitation of Votes Related to the Prepackaged Joint Plan of
Reorganization, was served on all of the Debtors' creditors and
equity security holders.  The Exchange Offers were open until
July 27, which was also the deadline for voting on the Standby
Plan.

On July 6, 2012, the Debtors, to better protect CBC's deferred tax
attributes in connection with the restructuring, modified certain
terms of the stock to be issued to Class 2 under the Standby Plan
by supplementing the Offering Memorandum.

Because CBC did not reach the requisite threshold to complete the
Exchange Offers but did receive the requisite acceptances of the
Plan, CBC commenced the Chapter 11 cases to consummate the
Debtors' restructuring pursuant to confirmation of the Plan.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CAPITOL BANCORP: Hiring Kurtzman as Noticing & Balloting Agent
--------------------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation seek
Bankruptcy Court permission to employ Kurtzman Carson Consultants
LLC as noticing and balloting agent.

The Debtors said they have identified hundreds of entities or
persons to which notice must be given for various purposes, making
utilization of an outside noticing agent appropriate in these
cases.  Preparing and serving the notices on all such creditors
and parties in interest would impose a significant administrative
burden on the Debtors' estates.  The Debtors said their engagement
of an independent third party is the most effective and efficient
manner by which to perform, among other things, the tasks of (i)
transmitting certain notices to creditors and parties in interest
in these cases, (ii) overseeing the administration of solicitation
material, (iii) receiving, reviewing and tabulating ballots, and
(v) performing other administrative tasks such as maintaining
creditor lists and mailing addresses.

The Debtors propose to retain KCC pursuant to the parties'
Engagement Agreement.  Notwithstanding, to the extent that KCC's
out-of-pocket costs and expenses relating to the Chapter 11 cases
are expected to exceed $10,000 in any single month, the Debtors
may compensate KCC in advance for such costs and expenses.

Albert Kass, Vice President of Corporate Restructuring Services of
Kurtzman Carson Consultants LLC, attests that the officers and
employees of KCC (a) do not have any material adverse connection
with the Debtors, the Debtors' creditors or any other party in
interest or their attorneys and accountants, the United States
Trustee or any person employed in the office of the United States
Trustee; and (b) do not hold or represent an interest materially
adverse to the Debtors' estates.  In addition, KCC is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code, as modified by section 1107(b) of the
Bankruptcy Code.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.  Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012.  Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation.  CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder.  FCC, in turn, is the holding company for five of the
banks in CBC's network.  CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

                     Dual-Track Restructuring

In 2009, CBC entered into a written agreement with the Federal
Reserve Bank of Chicago, its primary federal regulator, which
required CBC to improve operating results and its overall
condition.  As part of its capital strategies and restructuring
actions, CBC divested some of its banks as a means of raising
additional capital and redeploying resources to its remaining
banks.  As of the end of 2011, CBC had divested 21 banks and one
branch.  In 2012, CBC has divested or entered into contracts to
divest another four banks.

On June 22, 2012, CBC commenced a voluntary restructuring plan
designed to facilitate converting existing debt to equity,
preserve CBC's substantial deferred tax assets and facilitate new
equity investments in CBC, which new equity would be used to
strengthen the bank subsidiaries.  The restructuring plan was
pursued on two simultaneous tracks: (a) an out-of-court
restructuring and capital raise consisting of an exchange of its
outstanding senior unsecured notes and trust preferred securities,
with the simultaneous infusion of capital from outside investors;
or (b) if the conditions to the out-of-court restructuring are not
satisfied, an in-court financial restructuring through a
Prepackaged Joint Plan of Reorganization, with the simultaneous
infusion of capital from outside investors.

On June 22, 2012, a Confidential Out-of-Court Exchange Offering
Memorandum and Solicitation of Consents and Disclosure Statement
and Solicitation of Votes Related to the Prepackaged Joint Plan of
Reorganization, was served on all of the Debtors' creditors and
equity security holders.  The Exchange Offers were open until
July 27, which was also the deadline for voting on the Standby
Plan.

On July 6, 2012, the Debtors, to better protect CBC's deferred tax
attributes in connection with the restructuring, modified certain
terms of the stock to be issued to Class 2 under the Standby Plan
by supplementing the Offering Memorandum.

Because CBC did not reach the requisite threshold to complete the
Exchange Offers but did receive the requisite acceptances of the
Plan, CBC commenced the Chapter 11 cases to consummate the
Debtors' restructuring pursuant to confirmation of the Plan.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CAPITOL BANCORP: Wants 341 Meeting, Committee Appointment Deferred
------------------------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation ask the
Bankruptcy Court for an Order Directing that the U.S. Trustee
Defer the Meeting of Creditors Pursuant to 11 U.S.C. Sec.  341(e)
and the Appointment of Any Statutory Committee Pursuant to 11
U.S.C. Sec. 1102 until at least 60 days after the Petition Date.
If the Plan is confirmed in that 60-day period, the 341 Meeting
and the appointment of a committee of creditors will be
unnecessary.  If the Plan is not confirmed within that time, the
341 Meeting may be held and the committee of creditors may be
formed.

Section 341(a) of the Bankruptcy Code requires the U.S. Trustee to
convene and preside at a meeting of creditors.  Section 341(b)
authorizes the U.S. Trustee to convene a meeting of equity
security holders.  Section 341(e), however, provides the following
exception: "[n]otwithstanding subsections (a) and (b), the court,
on the request of a party in interest and after notice and a
hearing, for cause may order that the United States Trustee not
convene a meeting of creditors or equity security holders if the
debtor has filed a plan as to which the debtor solicited
acceptances prior to the commencement of the case."

The purpose of a 341 Meeting is to provide parties-in-interest
with an opportunity to examine and obtain information about the
debtor.  However, the Debtors solicited voting and obtained the
requisite acceptances of the Plan prior to the Petition Date.
Because the Plan has been overwhelmingly accepted by those classes
of creditors and equity security holders that are impaired and
entitled to vote on the Plan, the Debtors anticipate a brief stay
and prompt emergence from these Chapter 11 cases.  Furthermore,
the Plan provides that general unsecured creditors are unimpaired
and will be paid in full.  Accordingly, the Debtors submit that
ample cause exists for the Court to direct that the U.S. Trustee
defer the meeting of creditors and equity security holders, unless
the Plan is not confirmed within 60 days after the Petition Date.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.  Capitol Bancorp --
http://www.capitolbancorp.com/-- is a community banking company
with a network of individual banks and bank operations in 10
states and total consolidated assets of roughly $2.0 billion as of
June 30, 2012.  Financial Commerce, formerly known as Michigan
Commerce Bancorp Limited, is a Michigan corporation.  CBC owns
roughly 97% of FCC, with a number of CBC affiliates owning the
remainder.  FCC, in turn, is the holding company for five of the
banks in CBC's network.  CBC is registered as a bank holding
company under the Bank Holding Company Act of 1956, as amended, 12
U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the
symbol "CBCR."

CBC's banks are community banks, relatively small in market size,
emphasizing personalized banking relationships. The banks are
located in Arizona, Georgia, Indiana, Michigan, Missouri, Nevada,
New Mexico, North Carolina, Ohio and Oregon.  CBC's consolidated
financial position was significantly adversely affected by large
operating losses in 2011, 2010 and 2009.  Those operating losses
resulted in an equity deficit and a regulatory-capital
classification as "undercapitalized" or "significantly
undercapitalized" as of Dec. 31, 2011.

                     Dual-Track Restructuring

In 2009, CBC entered into a written agreement with the Federal
Reserve Bank of Chicago, its primary federal regulator, which
required CBC to improve operating results and its overall
condition.  As part of its capital strategies and restructuring
actions, CBC divested some of its banks as a means of raising
additional capital and redeploying resources to its remaining
banks.  As of the end of 2011, CBC had divested 21 banks and one
branch.  In 2012, CBC has divested or entered into contracts to
divest another four banks.

On June 22, 2012, CBC commenced a voluntary restructuring plan
designed to facilitate converting existing debt to equity,
preserve CBC's substantial deferred tax assets and facilitate new
equity investments in CBC, which new equity would be used to
strengthen the bank subsidiaries.  The restructuring plan was
pursued on two simultaneous tracks: (a) an out-of-court
restructuring and capital raise consisting of an exchange of its
outstanding senior unsecured notes and trust preferred securities,
with the simultaneous infusion of capital from outside investors;
or (b) if the conditions to the out-of-court restructuring are not
satisfied, an in-court financial restructuring through a
Prepackaged Joint Plan of Reorganization, with the simultaneous
infusion of capital from outside investors.

On June 22, 2012, a Confidential Out-of-Court Exchange Offering
Memorandum and Solicitation of Consents and Disclosure Statement
and Solicitation of Votes Related to the Prepackaged Joint Plan of
Reorganization, was served on all of the Debtors' creditors and
equity security holders.  The Exchange Offers were open until
July 27, which was also the deadline for voting on the Standby
Plan.

On July 6, 2012, the Debtors, to better protect CBC's deferred tax
attributes in connection with the restructuring, modified certain
terms of the stock to be issued to Class 2 under the Standby Plan
by supplementing the Offering Memorandum.

Because CBC did not reach the requisite threshold to complete the
Exchange Offers but did receive the requisite acceptances of the
Plan, CBC commenced the Chapter 11 cases to consummate the
Debtors' restructuring pursuant to confirmation of the Plan.

Bankruptcy Judge Walter Shapero presides over the case.  Lawyers
at Honigman Miller Schwartz and Cohn LLP represent the Debtors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CASCADE AG: Pleasant Valley Farms in Chapter 11
-----------------------------------------------
Cascade Ag Services, Inc., operator of the Pleasant Valley Farms
in Mount Vernon, Washington, filed a Chapter 11 petition (Bankr.
D. Wash. Case No. 12-18366) in Seattle on Aug. 13.

The Debtor disclosed $23.6 million in assets and $22.26 million in
liabilities in its schedules.  The Debtor says real property is
only worth $2.23 million, but it has $1.32 million in current
receivables, $12.8 million of machinery and equipment, $6 million
of tanked inventory.  Secured debt is only $7.74 million.

According to the statement of financial affairs, the business
generated income of $13.7 million in 2011, and $11.7 million in
2010.

A copy of the schedules filed with the petition is available at:

          http://bankrupt.com/misc/wawb12-18366.pdf


CASCADE AG: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cascade Ag Services, Inc.
        dba Pleasant Valley Farms
        fdba Mountain View Produce, Inc.
             Staffanson Harvesting LLC
             Sterling Investment Group, L.L.C.
        13459 Dodge Valley Road
        Mount Vernon, WA 98273

Bankruptcy Case No.: 12-18366

Chapter 11 Petition Date: August 13, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: John R. Rizzardi, Esq.
                  CAIRNCROSS & HEMPELMANN PS
                  524 2nd Avenue, Suite 500
                  Seattle, WA 98104-2323
                  Tel: (206) 254-4444
                  E-mail: jrizzardi@cairncross.com

Scheduled Assets: $25,820,499

Scheduled Liabilities: $22,255,482

The petition was signed by Craig Staffanson, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hughes Farm                        Grower Payable       $2,043,853
13255 Farm to Market Road
Mount Vernon, WA 98273

Farms Northwest-C. Johnson         Grower Payable         $520,674
16918 Best Road
Mount Vernon, WA 98273

TricorBraun                        Trade Debt             $350,109
P.O. Box 60000
San Francisco, CA 94160

Main Ingredient                    Trade Debt             $319,000
Creative Center LLC
Publishers of Main Ingredient
8565 SW Salish Lane, Suite 135
Wilsonville, OR 97070

Susan Esola                        Note Payable           $287,206
18502 Valentine Road
Mount Vernon, WA 98273

Letica Corporation                 Trade Debt             $243,482

Lee Farms                          Grower Payable         $232,219

Encore Sales & Marketing           Trade Debt             $204,704

Elmer & Mabel Martin               Note Payable           $200,000

Martin Investment LLC              Note Payable           $200,000

Pacific Trails Logistics           Note Payable           $200,000

Norton Packaging, Inc.             Trade Debt             $190,533

Moss Adams, LLP                    Note Payable           $180,000

Uni Pro Food Service, Inc.         Trade Debt             $159,913

John Rose                          Note Payable           $150,000

Skagit Farmers Supply              Trade Debt             $140,340

Evelyn Youngquist                  Note Payable           $125,000

Curtis Johnson                     Note Payable           $123,870

American West Environmental        Trade Debt             $122,505

John Roozen                        Note Payable           $119,000


CATASYS INC: May Issue up to 500 Million Common Shares
------------------------------------------------------
Catasys, Inc., filed a certificate of amendment of its certificate
of incorporation with the Secretary of State of the State of
Delaware providing for the reduction in the number of shares of
common stock, par value $0.0001 per share, that the Company is
authorized to issue, from 2,000,000,000 shares to 500,000,000
shares, effective immediately.  The number of issued and
outstanding shares of Common Stock was not impacted by the
Certificate of Amendment.

                        About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.63 million in total assets, $9.57 million in total liabilities,
and a $6.93 million total stockholders' deficit.

                          Bankruptcy Warning

As of March 28, 2012, the Company had a balance of approximately
$95,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at Dec. 31, 2011, and has continued to
deplete its cash position subsequent to Dec. 31, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.

The Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
April 2012, however delays in cash collections, revenue, or
unforeseen expenditures could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.  If the Company does not immediately
obtain additional capital, there is a significant doubt as to
whether it can continue to operate as a going concern and the
Company will need to curtail or cease operations or seek
bankruptcy relief.


CIRCLE ENTERTAINMENT: Six  Directors Elected at Annual Meeting
--------------------------------------------------------------
Circle Entertainment Inc. held its 2012 annual meeting of
stockholders on Aug. 7, 2012, at which the stockholders (i)
elected six directors to serve on the Company's Board of Directors
until the next annual meeting of stockholders and until their
respective successors are duly elected and qualified, namely:

    (1) Robert F.X. Sillerman;
    (2) Paul C. Kanavos;
    (3) David M. Ledy;
    (4) Michael J. Meyer;
    (5) Harvey Silverman; and
    (6) Robert Sudack.

The stockholders also ratified the appointment of L.L. Bradford &
Company, LLC, as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2012.

                     About Cirle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment'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 limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at June 30, 2012, showed $7 million in
total assets, $16.50 million in total liabilities and a $9.50
million total stockholders' deficit.


CIRCUS AND ELDORADO: Committee Taps XRoads as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Circus And
Eldorado Joint Venture, et al. bankruptcy case seeks permission
from the U.S. Bankruptcy Court for the District of Nevada to
retain XRoads Solutions Group, LLC, as its financial advisor nunc
pro tunc to Aug. 6, 2012.

XRoads will:

      i. assist and advise the Committee and its counsel in
         preparation for and participation in the upcoming
         confirmation hearing concerning the joint plan of
         reorganization;

     ii. advise the Committee and the Committee's counsel
         regarding financial, strategic and business issues
         concerning the Debtors and their Chapter 11 cases;

    iii. participate and advise the Committee in negotiations with
         the Debtors and other parties-in-interest; and

     iv. provide other ancillary financial advisory services in
         connection with these matters as the Committee or its
         counsel may from time to time reasonably request and
         which are customarily provided by financial advisors in
         similar situations.

XRoads will be compensated at these hourly rates:

         Managing Principal/Principal(s)         $595-$695
         Managing Director(s)                    $495-$575
         Director(s)                             $400-$490
         Senior Consultant(s)                    $300-$395
         Consultant(s)                           $260-$295
         Associate(s)/Paraprofessional(s)         $95-$195

Jeffrey R. Truitt, a principal of XRoads, attests to the Court
that 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 Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

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


COLUMBUS COUNTRY CLUB: Local College Bids for Assets
----------------------------------------------------
Jeff Clark at The Dispatch reports that Columbus Country Club
heads to the auction block after more than a year in Chapter 11
bankruptcy, and the East Mississippi Community College is one of
the potential buyers with an offer on the table.

According to the report, Will Cooper of the Columbus Country Club
confirmed the community college has submitted a bid for the
purchase of the club's property and facilities.  Mr. Cooper did
not state how much money the school's offer contained.  EMCC
President Dr. Rick Young would not comment on the offer, when
contacted by phone Friday.

The report notes EMCC board members discussed purchasing the club
and its golf course in April 2011.  After a 6-5-1 vote to pursue
purchasing the club, board members then voted unanimously not to
proceed with the purchase.

The club owes money to three primary secured creditors:

     $1,520,390 to a group of five banks,
       $190,672 to Cadence Bank and
       $300,000 to Columbus businessman David Shelton

The three lenders hold the first, second and third mortgages on
the club's real estate, respectively.

The report notes Mr. Shelton also submitted a $1.3 million offer.

According to the report, court documents showed the school had
submitted an undisclosed offer to purchase the club.  In July, Mr.
Young discussed the possible purchase of the club during a meeting
of the Lowndes County Board of Supervisors.

According to the report, members of the Columbus Country Club were
going to submit a second plan to its creditors through U.S.
Bankruptcy Court in June, but Mr. Cooper said they opted for a
"363 sale" or auction of the property.  The sale of the Columbus
Country Club will be finalized in mid-September.

Based in Columbus, Massachusetts, Columbus Country Club Inc. filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
11-12005) on May 3, 2011.  Craig M. Geno, Esq., at Harris Jernigan
& Geno, PLLC, represents the Debtor.  The Debtor estimated assets
and debts of between $1 million and $10 million.


COMBIMATRIX CORPORATION: Posts $2-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
CombiMatrix Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.03 million on $1.31 million of revenues
for the three months ended June 30, 2012, compared with a net loss
of $1.68 million on $1.23 million of revenues for the
corresponding period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.40 million on $2.58 million of revenues, compared with a net
loss of $3.64 million on $2.17 million of revenues for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed
$5.32 million in total assets, $1.31 million in total liabilities,
and stockholders' equity of $4.00 million.

As reported in the TCR on April 16, 2012, Haskell & White LLP, in
Irvine, Calif., expressed substantial doubt about CombiMatrix
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 a history of
incurring net losses and net operating cash flow deficits.

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

                       http://is.gd/kTS69L

Irvine, Calif.-based CombiMatrix Corporation is a molecular
diagnostics company that operates primarily in the field of
genetic analysis and molecular diagnostics through its wholly
owned subsidiary, CombiMatrix Molecular Diagnostics, Inc.  CMDX
operates as a diagnostics reference laboratory, providing DNA-
based clinical diagnostic testing services to physicians,
hospitals, clinics and other laboratories in the areas of pre-and
postnatal development disorders and hematology/oncology genomics.


COMMERCETEL CORP: Changes Name to "Mobivity Holdings Corp."
-----------------------------------------------------------
CommerceTel Corporation filed a document with the Secretary of
State of the State of Nevada changing its corporate to Mobivity
Holdings Corp.  The name change will be effectuated by merging the
Company's wholly owned subsidiary into itself without shareholder
approval, as permitted by Nevada law.  The name change will become
effective on Aug. 22, 2012, which the Company expects is the date
that the Finra will announce the name change.

                   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.


CONDOR DEVELOPMENT: Has Final Order to Access Cash Collateral
-------------------------------------------------------------
Judge Karen Overstreet of the Bankruptcy Court for the Western
District of Washington signed off on a final stipulated order
allowing Condor Development LLC to use cash collateral of EastWest
Bank on a final basis.

The Debtors are authorized to use Cash Collateral to fund the
costs and expenses of operations unless the Court enters a
subsequent order terminating the Debtors' authority to use Cash
Collateral.  The Debtors' authority to use Cash Collateral is
limited strictly to the amounts and uses of Cash Collateral as set
forth in each line item of the Final Budget and compliance with
the borrowing base requirements of the Loan Documents.  The Lender
specifically reserves the right, at its sole discretion, to revoke
its consent or amend the terms of its consent to the continued use
of Cash Collateral.  The Debtors will not, without the prior
written consent of the Lender, pay any expenses at any time before
the period for which such expense is budgeted.  The Debtors also
may not exceed the Final Budget without the Lender's prior written
consent.

As adequate protection for the Debtors' use of Cash Collateral,
the Debtors will pay the Lender all monthly net income in excess
of the total monthly operating expenses reflected in an interim
budget.  As additional adequate protection for the Debtors' use of
Cash Collateral, the Lender is granted replacement liens in all
property of the Debtors.

On Nov. 15, 2005, Condor executed a promissory note in favor of
Washington First International Bank in the principal amount of
$865,000.  EastWest is a successor-in-interest to the note.  The
Note is secured by Condor's interest in real property located at
19266 28th Ave South, SeaTac, Washington.

Condor is in default under the Note for failure to pay all
outstanding indebtedness under the Note by March 31, 2012.  The
debt as of the petition date totals $785,957.39.

On Jan. 29, 2009, Condor executed a promissory note in favor of
WFIB in the principal amount of $6,850,000.  The amount of debt
owed to the Lender under the Second Note as of the petition date
is $8,275,039.  The Second Note is secured by the Debtors'
interest in the Comfort Inn property located at 19260 28th Ave
South and 19333 International Boulevard, also in SeaTac.

A copy of the cash collateral budget is available for free at:

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

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONTINENTAL RESOURCES: Moody's Rates $700MM Sr. Unsec. Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the Continental
Resources, Inc. (CLR) offering of $700 million senior unsecured
notes due 2022. These notes are a tack-on issuance to the existing
$800 million 5% senior unsecured notes due 2022. CLR intends to
use the net proceeds from the proposed offering to prefund a
portion of its development requirements in the Bakken and refresh
the liquidity under its Revolving Credit. The rating outlook is
stable.

Ratings Rationale

"CLR continues its rapid rate of development drilling and prolific
reserve and production additions in the Bakken. Reasonable finding
costs, lease operating expenses and commodity pricing have all
combined to make this an area where expansion, funded modestly
beyond internally generated cash flow, creates significant value
for all stakeholders and is justified." said Harry Schroeder,
Moody's Vice President.

The Ba1 Corporate Family Rating (CFR) is supported by CLR's high
quality asset base, leverage metrics, and returns on capital. It
also incorporates the expectation that CLR's management will be
diligent in maintaining its existing leverage metrics, which is
something they should easily be able to achieve. Moody's estimates
a capital expenditure budget of $3.0 billion in 2012 and 2013
yielding total year-end proved reserves at year-end 2012 and 2013
of about 650 million boe and 825 million boe, respectively.
Production should be around 35 million boe and 45 million boe for
each year respectively, and given an unlevered cash margin of
about $50 boe, about $750 - $1 billion will be externally debt
financed in each year. After this period, activity should slow as
all acreage in the Bakken will be held by production and a more
efficient drilling program can be followed.

Asset growth has been remarkable. From 2008-2011 proved developed
reserves grew an average of 25% a year to 205 million boe with 71%
oil. Proved reserves have grown an average of 47% a year to 508
million boe with 64% oil. There is a tremendous inventory of
acreage yet to be developed: Net Undeveloped Acres total 1.2
million acres, 604 thousand net acres of which are in the Bakken
(net acres are the equivalent of a 5-mile wide swath running from
New York to Boston). The equally notable element is that it has
accomplished this rapid growth while maintaining a balanced and
stable capital structure that is rooted in the returns on drilling
capital it earns. It has reinvested all internally generated cash
flow ($2.1 billion since 2008) and supplemented it with debt ($1.3
billion) and equity ($660 million in 2011) for a total investment
of about $4.0 billion. As a gauge of value creation, the
standardized measure of discounted future net cash flow (SEC10) is
$7.5 billion at December 31, 2011, a $ 6.2 billion increase after
giving effect to taxes and gives no credit for the very valuable
acreage position it holds. These results are empirical evidence of
the core philosophy of management that, having operated through
numerous cycles, uses debt to augment, not drive, disciplined
development through the drill bit.

CLR's SGL-2 Speculative Grade Liquidity Rating reflects its good
liquidity position. After the issuance of this note, it will have
full availability under its $1.5 billion revolving credit
facility. Over the next two years, Moody's expects negative free
cash flow of about $1.5 billion which will likely be funded under
the credit facility or with new bond issuances. The credit
facility has two covenants: Debt/EBITDAX < 3.75x and a current
ratio of 1.0x. Based on Moody's projections, both covenants appear
to have significant head room.

Moody's stable outlook is based on its expectation that CLR will
continue to grow its reserves and production rate while
maintaining reasonable leverage metrics, limiting the downside
risk. Moody's will look carefully at production diversification
(significant unexploited acreage position in the Red River,
Anadarko Woodford and Niobrara) and takeaway infrastructure in the
Bakken before an upgrade to Baa3 would be considered. A downgrade
becomes possible if CLR's capital efficiency deteriorates
meaningfully with a concurrent run up of leverage due to a
continued aggressive expansion or sizeable acquisition of non-
immediate production. Should the ratio of debt to average daily
production exceed $25,000 per boe on a sustained basis, or if the
ratio of Debt to Proved Developed Reserves exceeds $10.00 per boe,
a review of the rating is possible.

The principal methodology used in rating CLR USA Oil & Gas, Inc
was the Independent Exploration and Production (E&P) Industry
Rating 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.

Continental Resources, Inc. is based in Oklahoma City, Oklahoma
and explores for and produces oil, natural gas liquids and natural
gas.


CONTINENTAL RESOURCES: S&P Keeps BB+ Rating on Sr. Notes Due 2022
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB+' senior unsecured
debt rating on Oklahoma City-based Continental Resources Inc.'s 5%
senior unsecured notes due 2022 remains unchanged after the
company announced it will seek to add on $700 million to the
existing $800 million notes outstanding. "This brings the total
issue amount to $1.5 billion. The recovery rating on the notes is
'3', indicating our expectation of meaningful (50% to 70%)
recovery in the event of a payment default," S&P said.

"The 'BB+' corporate credit rating and stable outlook on
Continental are unaffected. The exploration and production company
intends to use proceeds to repay outstanding amounts under its
revolving credit facility and for general corporate purposes," S&P
said.

"The ratings on Continental reflect Standard & Poor's Ratings
Services' assessment of the company's 'fair' business risk and
'significant' financial risk. The ratings on Continental
incorporate its strong reserve replacement performance, solid
production growth, and the expectation that Continental will
continue to grow its reserve base, which totaled 610 million
barrels of oil equivalent on June 30, 2012. In addition, given the
current price of hydrocarbons, it is highly favorable that the
company's reserves are focused on oil and its gas assets are
generally liquids rich. The ratings on the company also reflect
its participation in the competitive and highly cyclical
oil and gas industry, its aggressive capital spending program, and
its geographically concentrated reserve base," S&P said.

RATINGS LIST
Continental Resources Inc.
Corporate credit rating                       BB+/Stable/--
$1.5 bil 5% senior unsecured notes due 2022   BB+
   Recovery rating                             3


DELTA PETROLEUM: Committee Has Nod to Hire Akin Gump as Co-Counsel
------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Delta Petroleum Corporation,
et al., authority to retain Akin Gump Strauss Hauer & Feld LLP as
its co-counsel.

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

                        About Delta Petroleum

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

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

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

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

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


DELTA PETROLEUM: Pepper Hamilton OK'd as Committee's Del. Counsel
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Delta Petroleum Corporation,
et al., permission to retain Pepper Hamilton LLP as its Delaware
counsel.  Pepper Hamilton will, among other things, assist Akin
Gump Strauss Hauer & Feld LLP as requested in representing the
Committee.

                        About Delta Petroleum

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

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

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

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

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


DELTA PETROLEUM: U.S. Trustee Objects to Amended Ch. 11 Plan
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Delta Petroleum case filed with the U.S. Bankruptcy Court an
objection to the Debtors' Second Amended Chapter 11 Plan of
Reorganization.

The U.S. Trustee asserts, "The Debtors' Plan is not confirmable
because it contains releases to be given by the Debtor in favor of
numerous non-debtor parties who have not made a substantial
contribution to the Plan and which otherwise fail to comply with
the elements required for such releases under applicable law."

The Court previously scheduled an Aug. 15, 2012 hearing on the
Plan.

                         The Amended Plan

The TCR, citing BankruptcyData.com, reported on July 5, 2012, that
Delta Petroleum filed with the U.S. Bankruptcy Court an Amended
Chapter 11 Plan of Reorganization and related Disclosure
Statement.

"The Plan allows the Debtors to deleverage their balance sheets
through their agreement with the Plan Sponsor to form a new
limited liability company with assets contributed by the Plan
Sponsor and the Debtors, including each party's oil and gas,
surface real estate, and related assets located in Garfield and
Mesa Counties, Colorado. Reorganized Delta will retain (i) a
33.34% interest in the Joint Venture Company, and (ii) $75 million
in Cash, subject to certain adjustments set forth in the
Contribution Agreement, drawn from a senior secured term loan
credit facility obtained by the Plan Sponsor on behalf of the
Joint Venture Company Approximately $75,000,000 in proceeds from
the JV Company Credit Facility will be applied, along with certain
other funds)and Holders of General Unsecured Claims who choose
either affirmatively or by default to receive 15% of the Allowed
amount of their General Unsecured Claim in Cash. To the extent
that the $75 million is not enough to repay the DIP Facility
Claims in full on the Effective Date, the Debtors may enter into
an Exit Loan facility to repay the DIP Facility Claims in full.
Precise sources and uses of the approximately $75 million in Cash
will depend on the amount of Allowed Administrative Expense
Claims. The Plan further provides that the Holders of General
Unsecured Claims and Noteholder Claims will receive their Pro Rata
shares of Reorganized Delta's New Common Stock (and in the case of
Holders of Noteholder Claims, any distribution that such Holder is
entitled to receive from Debtors other than Delta) in full
satisfaction of their Claims, although unless Holders of General
Unsecured Claims elect to receive New Common Stock, they will
instead receive Cash equal to 15% of the Allowed amount of their
Claims on the Effective Date as the default option. Holders of
General Unsecured Claims against Delta should be aware of certain
risks relating to their treatment under the Plan. First, the
Debtors are not representing that the 15% cash option is
equivalent in value to the New Common Stock of Reorganized Delta.
The Debtors believe that fifteen cents on the dollar could be
substantially less than the return implied by the receipt of the
New Common Stock of Reorganized Delta, subject to the risk factors
described herein, including the limited liquidity and market for
the New Common Stock. Second, the existing Holders of Noteholder
Claims will own the substantial majority of the New Common Stock
after the Effective Date and as such, will control the operations
and corporate decision-making of Reorganized Delta," according to
the Disclosure Statement obtained by BankruptcyData.com.

                       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.


DESPERADO DAIRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Desperado Dairy, LLC
        2106 Topeka Avenue
        Lubbock, TX 79407

Bankruptcy Case No.: 12-50354

Chapter 11 Petition Date: August 13, 2012

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

Judge: Robert L. Jones

Debtor's Counsel: David R. Langston, Esq.
                  MULLIN, HOARD & BROWN
                  P.O. Box 2585
                  Lubbock, TX 79408-2585
                  Tel: (806) 765-7491
                  E-mail: drl@mhba.com

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

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

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

The petition was signed by Howard M. Hellman, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Howard and Lillian Hellman            12-50353            08/13/12


DYNASTY DEVELOPMENT: Files Amended Schedules of Assets & Debts
-------------------------------------------------------------
Dynasty Development Group, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Mississippi its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,850,000
  B. Personal Property            $5,178,400
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,525,678
                                 -----------      -----------
        TOTAL                     $8,028,400       $4,525,678

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

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

Las Vegas-based Dynasty Development Group, LLC, doing business as
Paradise Bay Hotel & Casino, filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 12-16334) on May 29, 2012.  The Debtor is
represented by J. Taylor Oblad, Esq., at The Oblad Law Group in
Las Vegas.

Dynasty Development previously sought Chapter 11 protection
(Bankr. S.D. Miss. Case NO. 11-50997) on April 29, 2011,
disclosing $5.22 million in assets and $1.78 million in
liabilities in its schedules.   The lenders led by DDJ Capital
Management, LLC, sought dismissal of that bankruptcy case, citing
the filing was made to avoid obligations in a civil action.


DYNASTY DEVELOPMENT: Manager's Spouse Wants Case Dismissed
----------------------------------------------------------
Lynita Nelson asks the U.S. Bankruptcy Court for relief from
automatic stay and to dismiss the Chapter 11 case of Dynasty
Development Group, LLC.

Erin M. Houston, Esq., at Goldsmith & Guymon P.C., notes the
Debtor is owned by a family trust by the name of Eric L. Nelson
Nevada Trust dated May 30, 2001, and managed by Eric Nelson, the
husband of Lynita Nelson for 29 years.  The Nelsons are currently
in divorce proceedings.  A trial in that case was set for July 16,
2012, before the Eighth Judicial District Court, Family Division.

The Debtor at one time owned 43.6% of Silver Slipper Casino
Venture, LLC.  A dispute arose between the members of Casino
Venture, namely the Debtor and about 30 other interest holders
holding the remaining 56.4% and the board of directors.  The
dispute resulted in a legal proceeding initiated by those opposed
to the Debtor in the state of California, seeking to compel the
Debtor to sell its interests in Casino Venture under buy/sell
provisions in the operating agreement.  The facts giving rise to
the dispute were made subject of Bankruptcy Court findings in the
Debtor's prior bankruptcy filing in the Southern District of
Mississippi, Case Number 11-50997, which case was dismissed as a
bad faith filing following findings of bad faith upon evidentiary
hearing.

The Mississippi Bankruptcy Court found the bankruptcy filing to
solely for the purpose of delaying the California litigation and
dismissed the case.  The Plaintiffs in the California litigation
thereafter obtained summary judgment against the Debtor and forced
the sale of the Debtor's interest.  The Debtor received $1,568,000
in payment of its interest in Casino Venture.

Upon learning of the payment, Ms. Houston states Lynita asserted
her community interest in the funds paid through the Family Court.
The Family Court issued a preliminary injunction as to the Funds
and ordered the Funds to be held in an interest bearing account by
Mr. Nelson's legal counsel pending division upon further order of
the court.

As in the Mississippi bankruptcy filing, in anticipation of the
upcoming divorce trial and in contemplation of delaying litigation
diluting his interest in the Debtor, Mr. Nelson caused the filing
of the Debtor's present bankruptcy proceeding.

In its Schedules and Statements, Ms. Nelson notes that the Debtor
lists numerous creditors, the majority of which are Insiders as
defined under the Bankruptcy Code.  Mr. Nelson confirmed the
majority of the creditors listed were his immediately family,
employees, or friends.  Mr. Nelson could not identify whether
these creditors held supporting documentation for their listed
claims.

Ms. Houston believes that granting relief from stay would result
in complete resolution of the issues.  By allowing Ms. Nelson to
proceed in Family Court, a final distribution of property can be
determined, which would provide the Bankruptcy Court with a
definite list of Debtor' s ownership interest.

Ms. Houston contends that the bankruptcy case will benefit if this
matter is allowed to properly proceed before the family court
tribunal.  The completion of the family court case, including a
final determination of ownership of the Debtor, will not interfere
with the bankruptcy proceedings in any way.  Rather, it will
clarify who the equity holders of the Debtor are for purposes of
estate administration.  The Debtor has acknowledged Ms. Nelson as
a creditor, albeit in an unliquidated, disputed, unknown amount.
The Family Court proceedings should be allowed to continue so that
Ms. Nelson's claim may properly determined.  Stay relief does not
pose a threat to preserving the value of the Debtor's bankruptcy
estate because the Bankruptcy Court retains jurisdiction over the
Debtor's assets.

Ms. Houston tells the Court that the Family Court is clearly a
specialized tribunal with the necessary expertise established to
hear divorce proceedings.  Proceeding in the Family Court would
not prejudice the interests of other creditors.

Las Vegas-based Dynasty Development Group, LLC, doing business as
Paradise Bay Hotel & Casino, filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 12-16334) on May 29, 2012.  The Debtor scheduled
$8,028,400 in total assets and $4,525,678 in total liabilities.
The Debtor is represented by J. Taylor Oblad, Esq., at The Oblad
Law Group in Las Vegas.

Dynasty Development previously sought Chapter 11 protection
(Bankr. S.D. Miss. Case NO. 11-50997) on April 29, 2011,
disclosing $5.22 million in assets and $1.78 million in
liabilities in its schedules.   The lenders led by DDJ Capital
Management, LLC, sought dismissal of that bankruptcy case, citing
the filing was made to avoid obligations in a civil action.


DYNEGY INC: Taps Ernst & Young to Audit 2012 Financials
-------------------------------------------------------
Dynegy Inc., et al., ask the U.S. Bankruptcy Court Southern
District of New York for permission to employ Ernst & Young LLP
as auditor.

EY LLP, will among other things;

   a. audit and report on the consolidated financial statements of
      DI for the year ended Dec. 31, 2012;

   b. auditing and report on the effectiveness of DI's internal
      control over financial reporting as of Dec. 31, 2012;

   c. review DI's unaudited interim financial information before
      it files its Form 10-Q; and

   d. as requested, provide services related to accounting
      consultations, SEC filings, fresh-start accounting matters,
      letters for underwriters and requesting parties, and
      bankruptcy employment and fee-requirement related work.

EY LLP and DI have agreed to a fixed fee of $1,277,000 for these
services: auditing and reporting on the consolidated financial
statements of DI for the year ended Dec. 31, 2012, auditing and
reporting on the effectiveness of DI's internal control over
financial reporting as of Dec. 31, 2012, and reviewing DI's
unaudited interim financial information before it files its Form
10-Q.  The fixed fee will be payable on EY LLP's invoices
submitted as the work progresses on this schedule:

         July 2012                     $141,000
         August 2012                    $41,000
         September 2012                 $41,000
         October 2012                  $142,000
         November 2012                 $142,000
         December 2012                 $142,000
         January 2013                  $242,000
         February 2013                 $242,000
         March 2013                    $144,000

Separate from the Fixed Fee, EY LLP will invoice DI for the DI
Accounting Services at these hourly rates:

            Title                    Rate Per Hour
            -----                    -------------
         Partner                          $550
         Senior Manager                   $460
         Manager                          $370
         Senior                           $260
         Staff                            $180

According to EY LLP's books and records, during the 90-day period
prior to the DI Petition Date, EY LLP received $424,718 from DI
for professional services performed and expenses incurred.  DI
does not owe EY LLP any amounts for services rendered prior to the
DI Petition Date.

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

                            About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.
Epiq Bankruptcy Solutions, LLC, as its notice and claims agent.

The deadline for voting on and for objecting to the Joint Plan is
Aug. 24, 2012.  The Joint Plan is subject to confirmation by the
Bankruptcy Court and the confirmation hearing is scheduled for
Sept. 5, 2012.

The Plan provides for, among other things, that Dynegy Holdings
will be merged with and into Dynegy Inc., with Dynegy Inc. being
the Surviving Entity.  The Plan provides that each holder of an
Allowed General Unsecured Claim against the Surviving Entity will
receive its Pro Rata Share of (a) 99% of the Reorganized Dynegy
Common Stock, (b) the Plan Cash Payment (of $200,000,000), and (c)
the Allocated Facilities Sale Proceeds (the amount of which is to
be determined.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc., Dynegy Holdings, LLC, the Consenting Senior
Noteholders, the Consenting Lease Certificate Holders and
Resources Capital Management Corporation entered into the First
Amendment to the Amended Plan Support Agreement.


DYNEGY INC: Wants to Hire KPMG LLP as Tax Consultants
------------------------------------------------------
Dynegy Inc., et al., ask the U.S. Bankruptcy Court Southern
District of New York for permission to employ KPMG LLP as tax
consultants and valuation and accounting advisors.

KPMG will perform these services:

   a. Tax Consulting Services.  Pursuant to the July 12 Letter,
      KPMG will make certain determinations and provide DI with
      analysis concerning the tax implications of the transactions
      contemplated in connection with the DI Case and the tax
      treatment of DI's discharge.

   b. Valuation, Accounting, and Financial Reporting Services.
      Pursuant to the July 20 Letter, the January 20 Letter, and
      the May 31 Letter, KPMG will provide a range of valuation,
      accounting, and financial reporting services in connection
      the DI Case and DI's operation as a debtor in possession,
      generally.

In addition, KPMG will provide other consulting, advice, research,
planning, and analysis regarding tax consulting and valuation and
accounting advisory services as may be necessary, desirable, or
requested from time to time.

The hourly rates of KPMG's personnel are:

      A. Tax Consulting Services           Discounted Rate
         -----------------------           ---------------
         Partners                               $597
         Managing Directors                     $555
         Senior Managers/Directors              $540
         Managers                               $420
         Senior Associates                      $360
         Associates                             $225

      B. Valuation and Accounting
         Advisory Services                 Discounted Rate
         ------------------------          ---------------
         Partners                               $610
         Directors                              $500
         Managers                               $375
         Senior Associates                      $275
         Associates                             $190

DI has agreed to compensate KPMG for the general accounting
advisory services provided pursuant to the July 20 Letter at a
blended rate of $284 per hour.

According to KPMG's books and records, during the 90-day period
prior to the Petition Date, KPMG received $569,795 from DI for
professional services performed and expenses incurred.

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

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.
Epiq Bankruptcy Solutions, LLC, as its notice and claims agent.

The deadline for voting on and for objecting to the Joint Plan is
Aug. 24, 2012.  The Joint Plan is subject to confirmation by the
Bankruptcy Court and the confirmation hearing is scheduled for
Sept. 5, 2012.

The Plan provides for, among other things, that Dynegy Holdings
will be merged with and into Dynegy Inc., with Dynegy Inc. being
the Surviving Entity.  The Plan provides that each holder of an
Allowed General Unsecured Claim against the Surviving Entity will
receive its Pro Rata Share of (a) 99% of the Reorganized Dynegy
Common Stock, (b) the Plan Cash Payment (of $200,000,000), and (c)
the Allocated Facilities Sale Proceeds (the amount of which is to
be determined.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc., Dynegy Holdings, LLC, the Consenting Senior
Noteholders, the Consenting Lease Certificate Holders and
Resources Capital Management Corporation entered into the First
Amendment to the Amended Plan Support Agreement.


DYNEGY INC: Wants to Hire White & Case as Bankruptcy Counsel
-------------------------------------------------------------
Dynegy Inc., et al., ask the U.S. Bankruptcy Court Southern
District of New York for permission to employ White & Case LLP as
counsel.

According to the Debtors, W&C has represented the Debtors
throughout the cases and is intimately familiar with the factual
and legal matters associated with the cases and Dynegy Inc's role
as sole member of Dynegy Holdings, LLC and co-proponent of the
Plan.

To the best of the Debtor's knowledge, W&C is a "disinterested
persons" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.
Epiq Bankruptcy Solutions, LLC, as its notice and claims agent.

The deadline for voting on and for objecting to the Joint Plan is
Aug. 24, 2012.  The Joint Plan is subject to confirmation by the
Bankruptcy Court and the confirmation hearing is scheduled for
Sept. 5, 2012.

The Plan provides for, among other things, that Dynegy Holdings
will be merged with and into Dynegy Inc., with Dynegy Inc. being
the Surviving Entity.  The Plan provides that each holder of an
Allowed General Unsecured Claim against the Surviving Entity will
receive its Pro Rata Share of (a) 99% of the Reorganized Dynegy
Common Stock, (b) the Plan Cash Payment (of $200,000,000), and (c)
the Allocated Facilities Sale Proceeds (the amount of which is to
be determined.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc., Dynegy Holdings, LLC, the Consenting Senior
Noteholders, the Consenting Lease Certificate Holders and
Resources Capital Management Corporation entered into the First
Amendment to the Amended Plan Support Agreement.


ELPIDA MEMORY: Bondholders Seek to Collect in U.S. Court
--------------------------------------------------------
Peg Brickley and Shara Tibken at Dow Jones' Daily Bankruptcy
Review report that a contingent of Elpida Memory Inc. bondholders
said that the planned sale of the chip maker to rival Micron
Technology Inc. may be such a bad deal they are considering filing
an involuntary U.S. bankruptcy case to protect themselves.

                      About Micron Technology

Headquartered in Boise, Idaho., Micron Technology Inc. (NYSE: MU)
-- http://www.micron.com/-- provides advanced semiconductor
solutions.  Through its worldwide operations, Micron manufactures
and markets DRAMs, NAND Flash memory, CMOS image sensors, other
semiconductor components and memory modules for use in leading-
edge computing, consumer, networking and mobile products.

                          *     *     *

Micron Technology Inc. carries Standard & Poor's Ratings
Services' 'BB-' corporate credit rating.  Outlook is Stable.

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/ -- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


EMBASSY PLAZA: Restructures Debt, Saved From Foreclosure
--------------------------------------------------------
Breakwater Equity Partners disclosed that it has successfully
restructured the debt on Embassy Plaza, a three-story, multi-
tenant office building located in Omaha, Nebraska.  The 132,000
square-foot building is owned by 22 individual tenant-in-common
(TIC) investors who invested in the property as a source of
retirement income.

The TIC investors purchased the property in 2004 for $17 million
and were unable to refinance the property when the loan matured in
Nov. 2011.  The lender forced the owners to suspend dividends in
2009.  By the time the loan reached its maturity date the property
value had declined significantly; the lender was unwilling to
extend the loan, declared a default, and started foreclosure.

"When the lender stopped the dividends we knew that the property
was in trouble," said Robert Bartley, a member of the Steering
Committee for Embassy Plaza.  "We hired a couple of different law
firms and a mortgage broker; when they failed, we hired Breakwater
to save our investment.  We couldn't afford to lose all that
money."

Breakwater performed an in depth analysis of the investment,
including potential litigation claims, property economics, and
possible bankruptcy reorganization strategies.  Breakwater then
recommended a comprehensive workout plan.  As part of that plan
the investors converted from a tenant in common ownership
structure to an LLC ownership structure.  Breakwater then
successfully negotiated with the lender to reduce the loan payoff
and provided the loan guarantees necessary to secure new long-term
financing at a 5% interest rate.

Dividend distributions to the investors will be reinstated within
60 days.  "When we invested in Embassy Plaza our objective was to
create steady cash flow to fund our retirement," said Bartley.
"Many of the TIC investors depend on that income to pay for their
living expenses.  It was difficult losing the cash flow, but it
would have been devastating to lose our entire investment.
Naturally, we are very relieved that this matter has been
favorably resolved."

"We are very sympathetic to the difficulties facing real estate
investors, particularly TIC investors who were just looking for
stable income to finance their retirements," said Phil Jemmett,
Breakwater CEO.  "Many other investors have lost their life
savings in similar investments and we did everything possible to
ensure that this didn't happen to the Embassy Plaza TICs.  As part
of our restructuring services we were happy to provide the loan
guarantees that were critical to obtaining the new financing."

"We expect that the Embassy Plaza investors will recover all of
their investment capital, with dividends, over time," said Armand
Nicholi, Breakwater CFO.  "Despite the many difficulties faced by
this property, it will be generating net income after debt service
equal to approximately 7.5% of the initial cash investment.  We
anticipate that the dividends will grow each year as rental
revenue increases under our leasing agreements."

                  About Breakwater Equity Partners

Breakwater Equity Partners -- http://www.breakwaterequity.com--
is a San Diego-based commercial real estate workout consultancy
and investment firm. Through Breakwater's extensive experience on
over 200 engagements with loan values in excess of a $2.5B, the
firm has devised a unique, multidisciplinary approach to
uncovering and resolving distressed asset situations. Breakwater's
professional team combines legal, financial, economic, banking,
and real estate expertise to devise customized strategies for each
case regardless of market (gateways to tertiary), asset class
(single and multi-family, office, flex, multi-tenant land, time
shares, development, power centers) or loan type (portfolio or
CMBS).

                     About Breakwater Resources

Breakwater Resources Ltd. is a mineral resource company engaged in
the acquisition, exploration, development and mining of base metal
and precious metal deposits in the Americas.  Breakwater has three
producing zinc mines: the Myra Falls mine in British Columbia,
Canada; the El Mochito mine in Honduras; and the El Toqui mine in
Chile.  The Langlois mine in north western Quebec, Canada has
temporarily suspended operations.  Breakwater is listed on the
Toronto Stock Exchange under the ticker BWR.


ENERGY FUTURE: Moody's Corrects August 9 Rating Release
-------------------------------------------------------
Moody's Investors Service issued a correction to the August 9,
2012 rating release of Energy Future Holdings Corp. and Oncor
Electric Delivery Company.

The corrected release is as follows:

Moody's downgraded the Corporate Family Rating (CFR) of 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 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. 13, 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 Aug. 13 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. 13, 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

Issuer: TXU US Holdings Company

Senior unsecured notes, assumed by Energy Future Competitive
Holdings Co.: Ca (LGD6, 96%), from Caa3 (LGD4, 69%).


ENERSYS: Moody's Affirms 'Ba2' CFR/PDR; Outlook Positive
--------------------------------------------------------
Moody's Investors Service changed EnerSys' rating outlook to
positive from stable and affirmed the company's CFR and PDR at
Ba2. Moody's also assigned a Speculative Grade Liquidity rating of
SGL-1 to reflect the company's very good liquidity profile. The
change in outlook to positive reflects the company's strong credit
metrics for the rating and the expectation for continued
conservative balance sheet management as it relates to leverage,
acquisitions, and share repurchases. Moreover, good liquidity,
positive free cash flow generation, and extensive customer
diversity also help balance against its high product
concentration, technological obsolescence risk, and uncertainty
surrounding its European demand.

Affirmation:

  Issuer: EnerSys

    CFR and PDR Affirmed at Ba2

    Senior Unsecured Conv./Exch. Bond/Debenture, changed to LGD6,
    91% from LGD6, 90%

Assignments:

  Issuer: EnerSys

     Speculative Grade Liquidity Rating, Assigned SGL-1

Outlook Actions:

  Issuer: EnerSys

    Outlook, Changed To Positive From Stable

Ratings Rationale

The Ba2 CFR reflects the company's leading global market position
in industrial batteries, low leverage level, and high free cash
flow generation. The ratings have been constrained by its
relatively narrow range of products and services, dependence on
key end markets that are typically more prone to economic
conditions and cyclical patterns, the commodity nature of its
products, and exposure to raw material cost volatility. However,
the company's EBITDA to interest coverage of over 10.0 times and
free cash flow to adjusted debt of over 32% are supportive of
positive ratings traction given the view that the company's
balance sheet and cash flow generation are sufficiently strong so
as provide management with the flexibility to manage through macro
economic challenges.

EnerSys' Speculative Grade Liquidity rating of SGL-1 reflects
Moody's assessment that the company will maintain a very good
liquidity position over the next 12-18 months. The company
reported a sizeable cash balance of over $180 million at July 1,
2012. Moreover, Moody's expects that the company will generate
operating cash flow well in excess of its capital spending and
enjoy further free cash flow generation. Its $350 million
revolving credit facility, due March 31, 2016, provides sufficient
back-up liquidity for a company its size. Total availability,
including its international facilities totaled $357 million as of
July 1, 2012. The company also has ample cushion under its
financial covenants as prescribed under its revolving credit
facility.

Upwards ratings pressure may develop as the company successfully
manages through the challenges presented by the European economic
environment. Additionally, the company may expand its product base
through acquisitions thereby making it important to better
understand the use of debt in funding an acquisition, the maximum
size, and anticipated geography. Moreover, large acquisitions
include a level of integration and execution risks. Debt to EBITDA
sustainable below 1.5 times, and EBIT to interest above 7 times
along with free cash flow to debt over 15% are all supportive of
positive ratings traction. The rating or outlook may deteriorate
if free cash flow to debt was projected to fall below 10% or if
interest coverage falls below 3 times. An inability to manage
through the volatility of lead prices or a change in the
competitive climate due to a technological breakthrough in battery
technology by its competitors could also adversely affect the
ratings. An inability to manage through the challenges posed to
its European operations could also adversely affect the ratings.

Moody's last rating action on EnerSys was on March 9, 2011 when
the company's CFR and PDR were upgraded to Ba2 and a Baa3 was
assigned to the company's new $350 million revolving credit
facility.

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

EnerSys, headquartered in Reading, Pennsylvania, is the world's
largest manufacturer, marketer and distributor of industrial
batteries. The company also manufactures related products such as
chargers, power equipment and battery accessories and provides
aftermarket and customer-support services for industrial
batteries. Revenues for the LTM period through July 1, 2012
totaled $2.3 billion.


EVT HOTEL: Case Summary & 13 Unsecured Creditors
------------------------------------------------
Debtor: EVT Hotel, Inc.
        PMB 300, P.O. Box 4956
        Caguas, PR 00726

Bankruptcy Case No.: 12-06358

Chapter 11 Petition Date: August 13, 2012

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

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  LUIS D. FLORES GONZALEZ LAW OFFICE
                  80 Calle Georgetti, Suite 202
                  San Juan, PR 00925-3624
                  Tel: (787) 758-3606
                  Fax: (787) 753-5317
                  E-mail: ldfglaw@coqui.net

Scheduled Assets: $1,860,000

Scheduled Liabilities: $5,061,445

The Company's list of its 13 unsecured creditors filed with the
petition is available for free at:
http://bankrupt.com/misc/prb12-06358.pdf

The petition was signed by Ezequiel Vazquez Toro, president.


FIBERTOWER NETWORK: Sec. 341 Creditors' Meeting Set for Sept. 5
---------------------------------------------------------------
The U.S. Trustee for the Middle District of Florida will convene a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of FiberTower Network Services Corp. and FiberTower
Corporation and their affiliated debtors on Sept. 5, 2012, at
9:30 a.m., at FTW 341 Rm 7A24.  Proofs of Claims are due by
Dec. 4, 2012.

                          About FiberTower

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

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

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

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

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

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

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FIBERTOWER NETWORK: Taps BMC Group as Claims & Noticing Agent
-------------------------------------------------------------
FiberTower Network Services Corp. and FiberTower Corporation and
their affiliated debtors seek permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ BMC Group,
Inc., as claims, noticing and solicitation agent.

BMC will, among other things:

      a. prepare and serve notices required in the bankruptcy
         cases;

      b. receive, record and maintain copies of all proofs of
         claim and proofs of interest filed in the bankruptcy
         cases;

      c. create and maintain the official claims register(s);

      d. receive and record transfers of claims pursuant to
         Bankruptcy Rule 3001(e); and

      e. maintain an up-to-date mailing list for all entities who
         have filed proofs of claim and requests for notices in
         these bankruptcy cases.

         Data Entry/Administrative Support    $25/$45-$65
         Analysts                                 $80-$110
         Consultants                             $110-$145
         Project Managers                        $175-$250
         Director/Principal                      $250-$275

BMC will be provided with an advance payment retainer of $20,000.

Tinamarie Fell, president of Legal Services at BMC, attests to the
Court that 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 FiberTower

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

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

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

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

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

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

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FIBERTOWER NETWORK: Members of Official Creditors Committee
-----------------------------------------------------------
William T. Neary, the U.S. Trustee for the Northern District of
Texas, has appointed five members to the Official Committee of
Unsecured Creditors in the bankruptcy case of FiberTower Network
Services Corp. and FiberTower Corporation and their affiliated
debtors.

The newly elected Committee members are:

     (1) Jacalyn Shapiro, Esq., Corporate Counsel
         SBA Sites, Inc.
         5900 Broken Sound Parkway NW
         Boca Raton, FL 33487-2797
         Tel: (561) 226-9268
         E-mail: jshapiro@sbasite.com

     (2) Margaret Robinson, Senior Counsel
         American Towers, LLC
         10 Presidential Way
         Woburn, MA 01801
         Tel: (781) 926-4753
         E-mail: margaret.robinson@americantower.com

     (3) Chad Pifer, Executive Vice President
         FiberLight, LLC
         11700 Great Oaks Way, Suite 100
         Alpharetta, GA 30022-2449
         Tel: (678) 824-6625
         E-mail: Chad.Pifer@FiberLight.com

     (4) C. Nicole Gladden, Esq., In House Counsel
         AT&T Services, Inc.
         One AT&T Way, Room 3A204
         Bedminster, NJ 07921
         Tel: (908) 234-6499
         E-mail: gn235y@att.com

     (5) Gregory Friedman, Chief Financial Officer
         Zayo Group, LLC
         400 Centennial Parkway, Suite 200
         Louisville, CO 80027
         Tel: (303) 381-3298
         E-mail: greg.friedman@zayo.com

                          About FiberTower

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

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

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

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

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

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

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FIBERTOWER NETWORK: Creditors Seek to Push Back Rejection Hearing
-----------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Creditors of
FiberTower Corp. saidthey need more time to examine the San
Francisco communications tech company's plan to ditch 11 fiber-
transport service agreements and 238 expensive leases for spots
where the company has installed equipment for its data-backhaul
services.

                          About FiberTower

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

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

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

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

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

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

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.


FRANKLIN CREDIT: Emerges From Chapter 11 Protection
---------------------------------------------------
BankruptcyData.com reports that the Franklin Credit Holding's
First Amended Prepackaged Plan of Reorganization became effective,
and the Company emerged from Chapter 11 protection.  The Court
confirmed the Plan on July 18, 2012.

BankruptcyData.com relates that pursuant to the Prepackaged Plan,
shareholders of the common stock as of the record date are
entitled to receive their respective pro rata shares of the
company's 80% interest in Franklin Credit Management Corporation
(FCMC), a national mortgage servicer (which did not and is not
proposing to file a petition for bankruptcy).

                        About Franklin Credit

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, re-performing and nonperforming residential
mortgage loans, including specialized loan recovery servicing, and
in the analysis, pricing, due diligence and acquisition of
residential mortgage portfolios for third parties.  The Company's
executive, administrative and operations offices are located in
Jersey City, N.J.

Franklin Credit Holding Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. N.J. Case No. 12-24411) in Newark, New Jersey,
on June 4, 2012.  Franklin Credit also filed a prepackaged plan.
The Debtor is seeking a combined hearing on the plan and the
explanatory disclosure statement.

Judge Donald H. Steckroth presides over the case.  Lawyers at
McCarter & English, LLP, serves as the Debtor's counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $500 million to $1 billion in debts.  In a recent
regulatory filing with the U.S. Securities and Exchange
Commission, Franklin Credit Holding's balance sheet at March 31,
2012, showed $29.02 million in total assets, $874.02 million in
total liabilities, and a $845 million total stockholders' deficit.
The petition was signed by Paul Colasono, executive vice president
and chief financial officer.

The Plan provides for the liquidation of its assets -- the
ownership of 80% of the stock in non-debtor Franklin Credit
Mortgage Corp. -- with the proceeds or the fair market value of
the assets being distributed in accordance with the Bankruptcy
Code.  The fair market value of FCMC will be distributed through
the payment of $250,000 in cash on the effective date of the Plan
and an aggregate $1.11 million over a period of five years,
evidenced by a promissory note guaranteed by Thomas J. Axon, the
chairman and president of the Debtor and FCMC, and the owner of
20% of the common shares of FCMC, and 45.2% of the common shares
of the Debtor.  The payments will be made by FCMC, and will be the
primary source of cash for distributions contemplated by the Plan.
IN exchange for the payment by FCMC, the Debtor's interests in the
stock of FCMC will be distributed, pro-rata, to holders of allowed
interests.

The Plan provides for payment in full of allowed priority non-tax
claims.  The secured claims of the legacy lenders totaling
$820.6 million will be unaltered by the Plan.  Huntington National
Bank and Huntington Finance LLC will release the Debtor from any
obligations in connection with their secured claims of $4.7
million.  Holders of general unsecured claims estimated to total
$1.9 million will receive their pro rata share of the proceeds of
the liquidation of the remaining assets.

The Court has established July 18, 2012, as the hearing on the
adequacy of the Disclosure Statement.

The Debtor filed a First Amended Prepackaged Plan of
Reorganization that proposes to change, among other things, the
proposed record date to identify stockholders for a proposed
distribution of a pro rata share of the Company's 80% interest in
its mortgage servicing subsidiary, Franklin Credit Management
Corporation.  The Debtor now proposes the record date to be a date
after a confirmation order has been entered by the Bankruptcy
Court.  The Debtor also proposes to exclude liability to the
Securities and Exchange Commission from the releases proposed to
be granted in favor of non-debtors.  The Debtor asks the Court to
approve those modifications as non-material without the need for
further solicitation of votes to accept or reject the Prepackaged
Plan.


FREEDOM ENVIRONMENTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Freedom Environmental Services, Inc.
        11372 United Way
        Orlando, FL 32824

Bankruptcy Case No.: 12-10958

Chapter 11 Petition Date: August 13, 2012

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

Debtor's Counsel: Paul DeCailly, Esq.
                  DECAILLY LAW GROUP, P.A.
                  19455 Gulf Boulevard, Suite 8
                  Indian Shores, FL 33785
                  Tel: (727) 824-7709
                  Fax: (866) 906-5977
                  E-mail: pdecailly@dlg4me.com

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

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

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

The petition was signed by Michael Ciarlone, COO & CFO.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brownie's Wastewater Solutions, Inc.  12-10993            08/13/12


GENERAL MOTORS: Fitch to Rate Senior Unsecured Notes 'BB'
---------------------------------------------------------
Fitch Ratings expects to rate General Motors Financial's (GMF)
senior unsecured notes 'BB'.  Proceeds from the issuance will be
used for general corporate purposes, which may include
acquisitions.

The expected rating reflects GMF's relationship to its parent,
General Motors Corp (GM), its solid market position in the auto
finance space, seasoned management team, strong asset quality and
improving operating performance.  The ratings also reflect GMF's
improved funding flexibility, low leverage relative to other rated
captive finance companies, and enhanced liquidity profile.

Ratings are constrained by Fitch's view of GM's credit profile, as
Fitch cannot envision a scenario where the captive would be rated
higher than its parent.  Rating constraint's also include GMF's
heavily secured funding profile, strong reliance on the asset
backed securitization market, which could become illiquid during
times of unfavorable economic conditions, and the company's
increased susceptibility to any dramatic weakening in the economy
due to its focus on subprime customers.

GMF, formerly AmeriCredit Corp, was founded in 1992 as an
automotive finance company, headquartered in Fort Worth, TX.  In
October 2010, GM acquired AmeriCredit for $3.5 billion in cash.
Today, GMF offers subprime consumer loans to GM and non-GM
dealers, leasing products in the U.S. and Canada and commercial
lending to GM dealers.

Fitch expects to assign the following ratings:

General Motors Financial

  -- Senior Unsecured Notes 'BB'


GEOMET INC: To Begin Trading Common Stocks on the OTC Markets
-------------------------------------------------------------
GeoMet, Inc. disclosed that that its common stock will begin
trading Aug. 14 on the OTCQB Marketplace under the Company's
current symbol, GMET.

The OTCQB is a market tier for over-the-counter-traded companies
that are registered and reporting with the Securities and Exchange
Commission.  The Company's preferred stock will continue to trade
on the NASDAQ Capital Market under the symbol GMETP.

On Aug. 2, 2012 the Company was notified by the Listing
Qualifications Department of the NASDAQ Stock Market that the
Company's common stock had closed at less than $1 over the
previous 180 calendar days and, as a result, did not comply with
listing rules.  The Company was further advised that its common
stock would be scheduled for delisting from the NASDAQ Capital
Market and would be suspended from trading at the opening of
business on Aug. 13, 2012.

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams ("coalbed methane"
or "CBM") and non-conventional shallow gas.  It was originally
founded as a consulting company to the coalbed methane industry in
1985 and has been active as an operator, developer and producer of
coalbed methane properties since 1993.  Its principal operations
and producing properties are located in the Cahaba and Black
Warrior Basins in Alabama and the central Appalachian Basin in
Virginia and West Virginia.  It also owns additional coalbed
methane and oil and gas development rights, principally in
Alabama, Virginia, West Virginia, and British Columbia.  As of
March 31, 2012, it owns a total of approximately 192,000 net acres
of coalbed methane and oil and gas development rights.

The Company's balance sheet at March 31, 2012, showed
$199.21 million in total assets, $176.64 million in total
liabilities, $30.47 million of Series A convertible redeemable
preferred stock, and a stockholders' deficit of $7.90 million.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the "borrowing
base", we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement.  We
have begun discussions with our bank group; however, until the
borrowing base for June 2012 has been determined, we will not know
the amount of the deficiency.  As of March 31, 2012, the debt is
classified as long-term as we are not in violation of any debt
covenants.  Should we be in violation of any covenants which have
not been waived or have a borrowing base deficiency as of June 30,
2012, some or all of the debt will be reclassified to current.
There are no assurances that we will be able to amend our Credit
Agreement or obtain a waiver.  If we do obtain a waiver or an
amendment, there can be no assurance as to the cost or terms of
such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."


HAWKER BEECHCRAFT: Court Approves Epiq as Administrative Advisor
----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft, Inc.,
et al., to employ Epiq Bankruptcy Solutions, LLC as administrative
advisor.

Epiq is expected to:

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

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

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

The Debtors will pay Epiq at these hourly rates:

         Clerk                            $28 -  $42
         Case Manager                     $66 - $101
         IT/Programming                   $98 - $133
         Senior Case Manager/Consultant  $115 - $154
         Senior Consultant               $157 - $192
         Vice President                     $200

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

Jason D. Horwitz, vice president and senior consultant of Epiq,
attests to the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Hawker Beechcraft

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

The plan, filed on June 30, would give 81.9% of the new
stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated that the $780.9 million in unsecured deficiency
claims of secured lenders are to participate in the pool of
unsecured claims to share in 18.9% of the new equity.  The
unsecured recovery that otherwise would go to holders of $308
million in subordinated note claims will be directed to senior
unsecured noteholders.

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/  as administrative
advisor.
PricewaterhouseCoopers LLP is accounting consultants and
independent auditors.

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

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

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

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

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

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


HAWKER BEECHCRAFT: Court OKs PwC as Accounting Consultants
----------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Hawker Beechcraft, Inc.,
et al., to employ PricewaterhouseCoopers LLP as their accounting
consultants and independent auditors.

PwC is expected to, among other things:

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

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

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

The Debtors related that the professional services provided by PwC
will not be duplicative of those services provided by Alvarez &
Marsal North America, LLC, as restructuring advisors.

As reported in the Troubled Company Reporter on July 23, 2012, the
Debtors will compensate PwC at these hourly rates:

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

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

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

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

In a separate filing, the Court authorized Locke Lord LLP to
withdraw as counsel for Entergy Arkansas, Inc., party to a
settlement agreement with the Debtor.

                      About Hawker Beechcraft

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

The plan, filed on June 30, would give 81.9% of the new
stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated that the $780.9 million in unsecured deficiency
claims of secured lenders are to participate in the pool of
unsecured claims to share in 18.9% of the new equity.  The
unsecured recovery that otherwise would go to holders of $308
million in subordinated note claims will be directed to senior
unsecured noteholders.

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/  as administrative
advisor.
PricewaterhouseCoopers LLP is accounting consultants and
independent auditors.

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

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

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

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

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

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


HAWKER BEECHCRAFT: Court Sets Sept. 14 as Claims Bar Date
---------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York established 5 p.m., Eastern Time, on
Sept. 14, 2012, as the deadline for any individual or entity to
file proofs of claim against Hawker Beechcraft, Inc., et al.

The Court also set 5 p.m., on Oct. 30, as the governmental bar
date.

Proofs of claim must be received by the claims agent:

if delivered by first-class U.S. mail:

         Hawker Beechcraft, Inc.
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station
         P.O. Box 5285
         New York, NY 10150-5285

if delivered by hand delivery or overnight
mail:

         Hawker Beechcraft, Inc.
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue
         3rd Floor
         New York, New York 10017

         The United States Bankruptcy Court for the
         Southern District of New York
         One Bowling Green, Room 534
         New York, NY 10004

                      About Hawker Beechcraft

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

The plan, filed on June 30, would give 81.9% of the new
stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated that the $780.9 million in unsecured deficiency
claims of secured lenders are to participate in the pool of
unsecured claims to share in 18.9% of the new equity.  The
unsecured recovery that otherwise would go to holders of $308
million in subordinated note claims will be directed to senior
unsecured noteholders.

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/  as administrative
advisor.
PricewaterhouseCoopers LLP is accounting consultants and
independent auditors.

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

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

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

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

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

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


HAYDEL PROPERTIES: Withdraws Bid to Use BancorpSouth Cash
--------------------------------------------------------
Haydel Properties LP has withdrawn its motion to use the cash
collateral of BancorpSouth Mortgage.  At the time of the motion,
it was anticipated that the three properties of the Debtor subject
to the motion would be generating rental income that would
constitute as cash collateral of BancorpSouth Mortgage.  However,
Haydel said the properties currently are not rented and not
generating cash collateral.

As reported by the Troubled Company Reporter on March 22, 2012,
Haydel Properties sought permission to use cash collateral of
BanCorpSouth, Community Bank, Gene Whitehurst, Hancock Bank,
BanCorpSouth Mortgage, and Peoples Bank.  The Debtor intended to
use cash collateral for payment of ad valorem taxes.

The Debtor owed the Banks on multiple promissory notes, all of
which are secured by deeds of trust on property located in
different states:

                           Note Payoff Balance
   Bank                    as of Petition Date    Total Liens
   ------------            -------------------    -----------
   BancorpSouth                 $428,485             $468,213
   Community Bank             $1,506,500           $1,567,561
   Gene Whitehurst              $166,440             $170,216
   Hancock Bank                 $101,500             $106,140
   BanCorpSouth Mortgage         $82,350              $84,888
   Peoples Bank               $3,893,800           $4,203,768

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Michael D. Haydel,
manager of general partner.


HAYDEL PROPERTIES: Can Employ Andrew McDonald as Special Counsel
----------------------------------------------------------------
Haydel Properties LP sought and obtained authorization from the
U.S. Bankruptcy Court for the Southern District of Mississippi to
employ M. Andrew McDonald as special counsel.

M. Andrew McDonald will be employed as special counsel to
represent the Debtor in an eminent domain proceeding with the
Special Court of Eminent Domain for the First Judicial District of
Harrison County, Mississippi in Harrison County Utility Authority
v. Haydel Properties LP et al., case no. D2402-10-1884.  The
Debtor's prior counsel in the proceeding, Gary E. White, Esq., has
resigned and will be filing a motion to withdraw from the case.

The Debtor has agreed to compensate Mr. McDonald on a contingency
fee basis to be paid 35% above the initial valuation and offer
made by the Harrison County Utility Authority or the entity taking
the property, exclusive of litigation costs, capped at 50% of the
total eminent domain award.

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

                      About Haydel Properties

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Michael D. Haydel,
manager of general partner.


HOLMES CONSTRUCTION: Files for Chapter 11 in North Carolina
-----------------------------------------------------------
Property developer Holmes Construction & Excavation LLC filed
for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
12-05717) on Aug. 7, 2012.  Judge Randy D. Doub presides over the
case.

The meeting of creditors 341(a) will be held on Sept. 10, 2012, at
10:00 a.m. at Wilson 341 Meeting Room.  The last day to file a
complaint is Nov. 9.  Proofs of claim are due by Dec. 10.
Government proofs of claim are due by Feb. 3, 2013.

The Chapter 11 plan and disclosure statement are due in the case
by Nov. 5, 2012.  The Court set a status conference for Sept. 10.

J. Elias O'Neal at Greater Wilmington Business Journal says Kim
Fuller was listed as member and manager of Holmes Construction &
Excavation LLC.  Mr. O'Neal says the Company listed between
$500,001 and $1 million in assets, and $500,001 and $1 million in
liabilities.

According to the report, Holmes Construction & Excavation owes a
number of creditors, including more than $146,000 to John Deere
Credit, $168,000 to Security Savings Bank and $35,600 to First
Bank.

Business Journal reports challenges still persist in the greater
Wilmington, N.C. market for area contractors and construction
firms.  The report notes the Associated General Contractors of
America -- a Washington, D.C.-based national network of general
contractors and builders -- recently released its annual report on
construction employment between June 2011 and June 2012.  Of the
country's 337 metro areas, 162 posted declines.

According to the report, the decline includes metro Wilmington,
which saw one of the worse declines not only in North Carolina,
but in the country -- going from 9,800 construction jobs in June
2011 to 7,800 jobs in June 2012, which was a 20% net job loss,
according to the report.  Overall, the Tarheel state employed
173,400 in the construction industry in June 2012.  That's down
from 178,100 in June 2011, the report stated.

The report notes Lee F. Cowper Inc., a construction firm that once
employed nearly 65 employees, shuttered its office in December
after its owner, Lee F. Cowper, pleaded guilty to illegally
billing New Hanover County's Alcoholic Beverage Control Board for
work on its administrator's home in federal court.  He was
sentenced to three years probation and fined $25,000.


HORIZON PHARMA: Had $22.8 Million Net Loss in Second Quarter
------------------------------------------------------------
Horizon Pharma, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $22.78 million on $3.84 million of sales
for the three months ended June 30, 2012, compared with a net loss
of $11.64 million on $1.34 million of sales for the same period a
year ago.

For the six months ended June 30, 2012, the Company had a net loss
of $46.51 million on $6.36 million of sales, compared with a net
loss of $19.31 million on $3.1 million of sales for the same
period of 2011.

The Company's balance sheet at June 30, 2012, showed
$148.75 million in total assets, $90.88 million in total
liabilities, and stockholders' equity of $57.87 million.

According to the regulatory filing, the Company believes that it
has sufficient liquidity and capital resources to operate into the
first half of 2013.  "However, the Company is highly dependent in
the near term on the commercial success of DUEXIS in the U.S.
market, where it was only recently launched, and has insufficient
commercial operating history to accurately predict its future
performance.  In February 2012, the Company entered into a $60,000
loan facility with a group of institutional investors ("Senior
Secured Loan") which includes certain performance covenants,
including minimum trailing twelve month revenue covenants at each
quarter end, beginning in the second quarter of 2012.  As of
June 30, 2012, the Company was in compliance with all financial
loan covenants pursuant to the Senior Secured Loan.  Should the
Company not meet these quarterly minimum revenue covenants, in
addition to an increase in the interest rate payable under the
loan facility, the lenders have the right to demand repayment of
the obligations under the loan.  The Company also cannot predict
whether the lenders would demand repayment of the outstanding
balance of the loan if the Company was unable to meet the minimum
quarterly revenue covenants.  The inability to meet the covenants
under the loan facility could have an adverse impact on the
Company's financial position and results of operations.  These
uncertainties and lack of commercial operating history raise
substantial doubt about the Company's ability to continue as a
going concern."

As reported in the TCR on March 29, 2012, PricewaterhouseCoopers
LLP, in Chicago, Illinois, expressed substantial doubt about
Horizon Pharma'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 a limited
commercial operating history and may not be able to comply with
certain debt covenants.

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

                       http://is.gd/63eO4Y

Horizon Pharma, Inc., headquartered in Deerfield, Illinois, is a
biopharmaceutical company that is developing and commercializing
innovative medicines to target unmet therapeutic needs in
arthritis, pain and inflammatory diseases.




HORNE INTERNATIONAL: Delays Form 10-Q for Second Quarter
--------------------------------------------------------
Due to reduced staffing levels, Horne International, Inc.,
experienced delays in closing its quarter, and consequently the
Company's independent registered public accounting firm was unable
to complete its review of the Company's quarterly report on Form
10-Q for the period ended June 24, 2012, within the prescribed
time period without unreasonable effort or expense.  The Form 10-Q
will be filed no later than the fifth calendar day following the
prescribed due date.

                      About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

The Company's balance sheet at March 25, 2012, showed
$1.17 million in total assets, $2.21 million in total liabilities,
and a $1.03 million total stockholders' deficit.

In its audit report accompanying the 2011 financial statements,
Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt as to the Company's ability to continue as a going concern.
The independent auditors noted that the Company has experienced
continuing net losses for each of the last four years and as of
Dec. 25, 2011, current liabilities exceeded current assets by
$900,000.


IMAGEWARE SYSTEMS: Elects Neal Goldman to Board of Directors
------------------------------------------------------------
ImageWare Systems, Inc., announced that Neal Goldman has been
elected to its board of directors effective Aug. 7, 2012.

Mr. Goldman comes to ImageWare as the president, chief compliance
officer and director of Goldman Capital Management, Inc., an
employee owned investment advisor that he founded in 1985.
Additionally, Mr. Goldman is a member of the CFA institute and
serves as a member of the board of directors and compensation
committee for Blyth, Inc., a New York Stock Exchange-listed
designer and marketer of home decorative and fragrance products.

"Neal's extensive knowledge of corporate finance, the capital
markets and his proven leadership abilities will be highly
complementary to our existing board," said Jim Miller, ImageWare
chairman and CEO.  "These qualities will be a tremendous asset as
ImageWare enters its next stage of growth and we are delighted to
have him join our team."

Goldman commented, "Imageware's foundational patents in multi-
modal biometrics have created a unique barrier to entry and by
leveraging their industry-leading IP portfolio, the company is
well poised to grow its government and law enforcement business
while aggressively pursuing the commercial marketplace.  I am
looking forward to joining Jim and the rest of the board at such a
pivotal time in the company's development."

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at March 31, 2012, showed $9.42
million in total assets, $10.20 million in total liabilities and a
$776,000 total shareholders' deficit.


IMMUCOR INC: S&P Keeps 'BB-' Rating on $100MM Revolving Credit
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Norcross,
Ga.-based blood analysis company Immucor Inc.'s $100 million
senior secured revolving credit facility remain unchanged
following a proposed extension of the maturity date to Aug. 19,
2017 from Aug. 19, 2016. "The issue rating on the revolver remains
at 'BB-' (one notch higher than the 'B+' corporate credit rating
on the company) and the recovery rating remains at '2', indicating
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default," S&P said.

"We affirmed our 'B+' corporate credit rating on Immucor. The
rating outlook is stable," S&P said.

"We rate the company's $715 million secured bank facility
(consisting of a $615 million term loan B and a $100 million
revolving credit facility) 'BB-' with a '2' recovery rating. The
'2' recovery rating indicates our expectation of substantial
recovery (70% to 90%) in the event of a default," S&P said.

"We rate Immucor's issue of $400 million in unsecured notes 'B-
'(two notches below the corporate credit rating) with a '6'
recovery rating. The '6' recovery rating indicates our expectation
of negligible (0% to 10%) recovery in the event of a default. None
of the ratings are affected by current company proposals for a
one-year extension of the revolver maturity date, reduced interest
rates, and some easing of covenant restrictions," S&P said.

"The ratings on Immucor consider our expectations that the
company's important role in blood transfusion procedures position
it well for some recovery in demand," said Standard & Poor's
credit analyst Michael Kaplan, "but also that it will continue to
operate under a heavy debt burden. The company's narrow scope and
exposure to technology shifts contribute to a business risk
profile we consider 'fair,' according to our criteria. In
addition, we believe Immucor's financial risk profile will remain
'highly leveraged,' with limited near-term prospects it can
meaningfully reduce the large amount of borrowing tied to its 2011
LBO."

"The stable rating outlook on Immucor reflects our near-term
expectations of low-single-digit revenue gains, and relatively
flat margins, in an environment of stabilized demand for medical
procedures that require blood transfusions. Over time, the
company's revenues and earnings could benefit from its strategy
to convert manual customers to automated systems. Nevertheless, we
believe that EBITDA growth in the year ahead will be limited,
leaving little prospect for a meaningful increase in internally
generated funds for debt repayment, and that debt leverage will be
sustained above 6x," S&P said.

"There is the potential for a downgrade within a year if there is
an unexpected tightening of liquidity. We believe that a higher
rating is unlikely within a year. In our view, Immucor would need
a double-digit revenue increase combined with a several hundred-
basis-point increase in EBITDA margin to reduce debt leverage to
5x. This probably would require a dramatic shift in the
competitive landscape. Moreover, we do not believe Immucor's
sponsor would sustain leverage below the 5x level that might
indicate an 'aggressive' (as opposed to highly leveraged)
financial risk profile that could suggest an upgrade," S&P said.


INNER CITY: Plan Filing Exclusivity Expires Sept. 4
---------------------------------------------------
The Hon. Shelley C. Chapman for the U.S. Bankruptcy Court for the
Southern District of New York extended to Sept. 4, 2012, Inner
City Media Corp., et al.'s exclusive period to propose a Chapter
11 Plan.  The period to solicit acceptances of the Plan was also
extended to Nov. 5, 2012.

As reported by the Troubled Company Reporter on July 6, 2012, the
Debtors requested for an extension of their exclusive periods to
preserve all of their options in case the sale transactions cannot
be consummated or cannot be consummated on a timely basis.  The
Debtors explained that while they believe that the sale
transactions approved by the Court represent the best way to
maximize the value of the Debtors' assets, the Debtors cannot know
with certainty if the sale transactions will obtain the requisite
regulatory approval from the Federal Communications Commission,
let alone before the expiration of the current exclusive periods.
The Court previously granted the Debtors until July 5 to
exclusively file a plan and solicit acceptances of that plan until
Nov. 2.

                           About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTEGRATED FREIGHT: Taps Fuselier as Turnaround Advisor
-------------------------------------------------------
Integrated Freight Corporation's board of directors approved a
two-year consulting agreement with Fuselier and Co., Inc.,
renewable for one year, to advise the Company on a corporate
turnaround strategy.  The compensation arrangement gives Fuselier
the right to earn up to 13,330,000 shares of the Company's common
stock in 2012 and ten million shares thereafter annually through
the term of the agreement.  Under the terms of the consulting
agreement, management of the two currently operating subsidiaries
have full decision-making authority and operational control until
such time as the personal guaranties by their respective
management of their respective equipment financing are eliminated,
which the Company has an obligation to accomplish as quickly as
may be reasonable.

David Fuselier has been elected as a director and chairman and
been appointed to fill the vacancy in the position of chief
executive officer, on a part-time basis.  Mr. Fuselier is 52 years
old.  The Company expects Mr. Fuselier to devote a substantial
portion of his working time to the Company's business and affairs.
For the last 15 years, Mr. Fuselier has been the principal of
Fuselier and Co., a private merchant banking firm engaged in
corporate turnarounds.  He is chairman and chief executive officer
on a part-time basis of New Leaf Brands, Inc., a publicly traded
company, beginning Feb. 15, 2012.  He is a graduate of Louisiana
State University (MSJ) and Louisiana College (BA).

The Company has entered into a five-year employment agreement with
Mr. Fuselier, which provides an initial annual base salary of
$150,000 with five percent annual increases and an annual bonus
award based on the achievement of established financial goals as
set forth annually by the Board.  The Company's Board will
research and establish an executive option pool, under which Mr.
Fuselier will be a number of options to be determined to purchase
shares of the Company's common stock at an exercise price equal to
the current market price on the date of grant.  The options will
vest twenty percent on the date of grant and twenty percent on
each subsequent anniversary date.

Meanwhile, Mark Morris, one of the Company's directors, has
resigned effective Aug. 2, 2012.  Mr. Morris will continue in his
position with the Company's wholly owned subsidiary, Morris
Transportation, Inc.

Monte W. Smith, one of the Company's directors, has resigned
effective Aug. 2, 2012.  Mr. Smith will continue in his position
with the Company's wholly owned subsidiary, Smith Systems
Transportation, Inc.

The Company has entered into a mutual termination of employment
and release Matthew Veal as the Compay's chief financial officer
and simultaneously entered into a consulting agreement with Mr.
Veal pursuant to which he will provide services as the Company's
chief financial officer.

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended March 31, 2011, Sherb & Co., LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses and has a negative
working capital position and a stockholders' deficit.


INT'L ENVIRONMENTAL: Shareholder's Plea to Evict Trustee Denied
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Steven Thompson's motion to set aside order appointing
Howard Grobstein as the Chapter 11 trustee for International
Environmental Solutions Corporation (I.E.S.)

Mr. Thompson, a shareholder, noteholder and party-in-interest in
the Chapter 11 case of the Debtor, asserted that Mr. Grobstein is
a not "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.  Marshack
Hays as his general counsel Crowe Horwath LLP as his accountants
Dzida, Carey & Steinman as his special transactional counsel.
Stetina Brunda Garred & Brucker as his special patent and
trademark counsel.


INTERNATIONAL TEXTILE: Incurs $37.4 Million Net Loss in Q2
----------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $37.39 million on $163.10 million of net
sales for the three months ended June 30, 2012, compared with a
net loss of $13.80 million on $167.34 million of net sales for the
same period during the prior year.

The Company reported a net loss of $59.87 million on
$318.75 million of net sales for the six months ended June 30,
2012, compared with a net loss of $25.74 million on $315.60
million of net sales for the same period a year ago.

The Company reported a net loss of $69.43 million in 2011,
compared with a net loss of $46.30 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$375.64 million in total assets, $592.17 million in total
liabilities, and a $216.53 million total stockholders' deficit.

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

                        http://is.gd/wPucdA

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


INTERVAL ACQUISITION: Moody's Lifts CFR to 'Ba2'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Interval Acquisition Corp.'s
Corporate Family and Probability of Default ratings to Ba2 from
Ba3, and its senior unsecured notes rating to Ba3 from B1. The
company's SGL-1 Speculative Grade Liquidity rating remains
unchanged. The rating outlook is stable.

The upgrade in Interval's Corporate Family Rating reflects the
reduction in the company's financial leverage since fiscal 2009
resulting from modest EBITDA growth and the voluntary pre-payment
of outstanding debt from free cash flow. Combined, these factors
have reduce debt/EBITDA and improved EBITDA less capital
expenditures/interest to levels consistent with Moody's previously
stated triggers for a higher rating -- debt/EBITDA below 2.5
times, and EBITDA less capital expenditures/interest at or above
3.25 times. Interval's debt/EBITDA and EBITDA less capital
expenditures/interest for the 12-month period ended June 30, 2012
was 2.2 times and 3.6 times, respectively.

The upgrade also considers that Interval has maintained its very
good liquidity profile which continues to be characterized by
significant free cash flow, large existing cash balance, and
relaxed debt maturity profile. Interval eliminated a relatively
near-term maturity when in June 2012 the company refinanced its
$50 million revolver due July 2013 with a $500 million revolver
due 2017.

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

$300 million senior unsecured guaranteed notes due September 2016
to Ba3 (LGD 5, 76%) from B1 (LGD 4, 61%)

Ratings Rationale

Interval's Ba2 Corporate Family Rating reflects the company's
demonstrated stable revenue and cash flow characteristics. The
company has been able to maintain retention rates comparable to
historical levels despite a weak economy and transaction revenue
continues to grow as occupancy rates at timeshare resorts remains
near pre-recession levels. As a result, membership fees and
transaction revenues -- which account for a significant portion of
the company's consolidated revenues -- have remained relatively
stable (excluding acquisitions). In Moody's opinion, these data
points reflect the high value that vacation interest owners place
on the ability to easily and conveniently exchange timeshare
locations and period of occupancy.

In addition to Interval's high member retention rates, the
company's cash flow stability reflects the low capital intensity
of its service model. It also acknowledges the company's success
at managing operating costs and margins. Combined, these factors
have enabled Interval to maintain relatively strong credit
metrics.

Key credit concerns include Interval's small scale in terms of
revenue, concentrated business profile -- the company's exchange
business accounts for about 90% of its EBITDA -- and event risk
associated with potential acquisitions and/or shareholder
activities. The ratings also consider that the anemic economic
environment will continue to weigh on timeshare demand thereby
slowing the growth of new members for Interval's exchange
business. Additionally, limited availability of credit to the
timeshare industry continues to hamper developers' ability to sell
new timeshare units. As a result, Moody's expects future earnings
growth will be slow and could pressure the company to find other
growth alternatives.

The stable rating outlook reflects Moody's expectation that
Interval will continue to grow earnings and generate free cash
flow despite the limited availability of credit and overall
sluggish demand environment for timeshare product. The stable
outlook also incorporates Moody's expectation that Interval will
apply a portion of its free cash flow to make dividends and share
repurchases in addition to debt repayment.

The stable rating outlook also incorporates Interval's
announcement that it issued an irrevocable notice of redemption
stating that it will redeem its 9.5% senior notes due 2016 on
September 4, 2012 at par. Interval plans to refinance the senior
notes with its $500 million revolver expiring 2017. While the
interest savings is expected to approximate $20 million annually,
and will contribute favorable to Interval's free cash flow profile
and coverage metrics, Moody's does not expect it will result in
further ratings improvement.

Further rating improvement is limited at given Interval's
relatively small size and narrow business profile. The ratings
could be lowered if Moody's believes Interval's debt/EBITDA will
rise and remain above 2.5 times and/or the company's retained cash
flow/net debt will drop and remain below 18%. Ratings could also
be pressured if Interval were to pursue debt-financed share
repurchases, dividends, or other shareholder-friendly activities.

The principal methodology used in rating Interval Acquisition
Corp. was the Business and Consumer Service Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Interval Acquisition Corp. headquartered in Miami, Florida, is a
provider of membership and leisure services to the vacation
industry. It operates under two segments: Membership and Exchange
and Management and Rental. The company generates annual net
revenues of about $450 million.


JERRY'S NUGGET: Files for Chapter 11 in Las Vegas
-------------------------------------------------
Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas on Aug. 13, 2012.

Stamis family-owned Jerry's Nugget has a 9.1-acre casino property
in North Las Vegas.  The property consists of 87,187 square feet
of building area and 24,511 square feet of casino floor space,
with 630 slot and video poker machines and 9 table games.  Jerry's
Nugget also contains a sports book, a keno area, and a small live
pit.  There are two restaurants the Uncle Angelo's Pizza Joint and
Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a
locals' favorite.  Net revenues totaled $22.5 million, including
$15.3 million in gaming revenue, in the year ended Dec. 31, 2011.

Spartan Gaming owns 12 parcels of real property in Nevada.  Two of
the parcels provide parking access for Jerry's Nugget.

US Bank claims to be owed $3.6 million on a secured term note that
matured in October 2011.  2010-1 CRE Venture, LLC, claims it is
owed $728,000 on a business loan provided by Community Bank of
Nevada to JNI.  CM Capital Services, LLC, asserts $944,000 owing
on a business loan.

Jerry's Nugget estimated assets and debts of $10 million to
$50 million.  The Debtor said its current going concern value is
at least $8 million.

"Despite the fact that US Bank is oversecured by more than 120%,
as a result of certain asserted guarantor liabilities and under
the current tightened credit markets, JNI has not been able to
obtain a refinancing of the matured term note," Jeremy Stamis,
directors of operations of JNI, explains in a court filing.

Mr. Stamis says JNI's potential guarantor liabilities precluded
the refinancing.  In 2007, CBN tendered a loan to Stamis-
controlled Barcelona Partners, LLC, a land development company
that owns approximately 194 acres of land in Mesquite, Nevada.
CRE contends the loan was guaranteed by JNI.  Litigation is
pending.

Mr. Stamis said that until recently, JNI had been faced with
declining casino revenues based on reduced consumer spending
resulting heavily from the dramatic increases in unemployment in
the Las Vegas area, a tightened credit market, and an overall
weakened economy.  Gaming revenue in Clark County, Nevada, after
2007 underwent three consecutive years of decline, only improving
0.8% in 2010 and 1.61% in 2011.

Jerry's Nugget engaged in negotiations with US Bank but the bank
declined a restructuring proposal submitted by the Debtor.
Instead in March 2012, the bank sued in Clark County state court
and requested a receiver to take over the casino.

The Debtor said that despite its ability to service its monthly
obligations to US Bank, it has sought Chapter 11 relief because a
consensual loan modification or note sale could not be reached.

                      First Day Motions

The Debtors said that they have filed first day motions to
maintain strong relationships with their customers, employees,
partners, vendors, creditors, gaming regulators, and other
governmental entities.  The Debtors have filed motions to, among
other things, use cash collateral, honor casino chips and other
gaming liabilities, and pay wages of employees, grant adequate
assurance to utilities.

According to the docket, there's a meeting of creditors under
11 U.S.C. Sec. 341(a) on Sept. 13, 2012, at 01:00 p.m.  The last
day to file proofs of claim is Dec. 12.


JERRY'S NUGGET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jerry's Nugget Inc.
        1821 North Las Vegas Boulevard
        North Las Vegas, NV 89030

Bankruptcy Case No.: 12-19387

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.
        ------                        --------
Spartan Gaming, LLC                   12-19388

Chapter 11 Petition Date: August 13, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtors' Counsel: Talitha B. Gray, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: tgray@gordonsilver.com

Jerry's Nugget's
Estimated Assets: $10,000,001 to $50,000,000

Jerry's Nugget's
Estimated Debts: $10,000,001 to $50,000,000

Spartan Gaming's
Estimated Assets: $1,000,001 to $10,000,000

Spartan Gaming's
Estimated Debts: $1,000,001 to $10,000,000

The petitions were signed by Jeremy Stamis, president.

A. Jerry's Nugget's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
George Stamis and Effie Stamis     Promissory Note      $5,382,714
5527 Topaz Street
Las Vegas, NV 89120

CM Capital Services                --                   $1,000,000
1291 W. Galleria Drive, Suite 220
Henderson, NV 89014

2010-1 CRE Venture, LLC            --                     $728,000
2450 Broadway, 6th Floor
Santa Monica, CA 90404

Jerry's Lodge Property Trust       --                     $282,046
4465 S. Jones Boulevard
Las Vegas, NV 89103

Hereiu Welfare Fund                --                      $91,492

Rich, Wightman & Company           --                      $61,909

Outwest Meat Company               --                      $57,027

Nevada Power                       --                      $52,621

US Food Service                    --                      $33,497

American Express                   --                      $30,312

Alliance Management                --                      $28,407

Clark County Treasurer             --                      $21,481

Young Electric Sign Company        --                      $19,884

Southern Nevada Pension Trust      --                      $19,545

GMAC                               --                      $19,256

Lotus Broadcasting                 --                      $15,716

Aristocrat Technologies            --                      $15,537

SYSCO                              --                      $15,140

FortuNet                           --                      $14,862

Mega Jackpot Fund                  --                      $10,954

B. Spartan Gaming's list of its eight largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-19388.pdf


JUNIPER GENERATION: Fitch Affirms Sr. Unsec. Notes Rating at 'BB+'
------------------------------------------------------------------
Fitch Ratings has affirmed Juniper Generation, LLC's (Juniper)
senior secured notes due 2014 at 'BB+'.  The Rating Outlook is
Positive.

Key Rating Drivers

  -- Revenue Risk: Revenues are fully contracted with capacity and
     energy payments from an investment grade utility offtaker.
     Exposure to fluctuations in power pricing is mitigated by
     established heat rates that factor in market prices under the
     short run avoided cost (SRAC) formula through the project's
     debt maturity in 2014.  The project, however, remains exposed
     to fluctuations in gas prices, which also factor in market
     power prices.  Amid an environment of continuing low gas
     prices, dispatch can be reduced to minimize negative margins.

  -- Operating Risk: Operating performance has historically been
     stable despite the 2011 forced outage, which has been
     resolved.  Decline in portfolio diversification exacerbates
     the project's exposure to event risks such as forced outages.
     The declining debt profile, however, coincides with the
     expectation of fewer assets remaining in the portfolio.

  -- Financial Results: Debt service coverage ratios (DSCRs)
     declined to 1.48x in 2011, from a historical average of 1.80x
     since 2007.  A slow rebound in gas prices suggests
     continuation of low power prices in the near term.  As a
     result, Fitch projects base case DSCRs averaging 1.53x and
     DSCRs averaging 1.40x under a combination of stresses through
     2014, consistent with the current rating category.

What Could Trigger a Rating Change?

  -- The rating could be upgraded based upon continued adequate
     cash flow and liquidity to support debt repayment in the
     remaining 2.5 year amortization.

  -- An extended forced outage for the Bear Mountain plant that
     reduces capacity payments and materially erodes the project's
     cash flow could trigger a downgrade.

Security

The senior notes are secured by a first-priority security interest
in Juniper's equity interests.  The collateral comprises all of
Juniper's accounts and assets, including the assets of the wholly
owned projects, until the scheduled expiration of their respective
power purchase agreements (PPAs).  Upon the expiry of each
facility's PPA, the facility and the relevant equity interest are
removed from the collateral package, and the cash flows associated
with that facility will no longer be available to pay debt
service.

Credit Update

The Positive Outlook reflects Fitch's expectation of adequate
financial cushion to support full debt repayment by 2014, despite
a decline in actual and projected financial metrics.

Fitch's rating case financial analysis is based upon a forecast of
continued low gas prices, which currently average $2.67/mmbtu
compared to about $4.00/mmbtu in 2011.  Fitch's analysis also
includes low power prices, increased operating expenses, and heat
rates under Option A as defined by the SRAC settlement.  The Bear
Mountain facility was not dispatched from January through March
2012 to minimize negative financial margins during periods of low
market prices.  As such, Fitch projects 2012 generation output to
be 9% lower than 2011.  The project is still expected to earn full
capacity payments, which substantially mitigate the impact of
potentially reduced energy revenues.  The Corona facility is not
expected to provide distributions material to the project's
overall financial performance.  Fitch's projections do not include
potential revenue increases from cap and trade auctions that could
benefit the project beginning in 2013.

Juniper Generation has a history of stable operating performance.
However, operating performance for Bear Mountain declined in 2011.
With a 2011 capacity factor of 76% (99% in 2010), 2011 generation
declined nearly 23% compared to 2010.  Availability declined to
75% in 2011, as the project experienced a forced outage to repair
a high pressure compressor rotor.  Despite the outage, the project
earned its full capacity payment, as its units were available
during periods required by the offtaker.  Expiration of the Bear
Mountain gas supply agreement in October 2012 is not a rating
constraint as the plant should be able to secure adequate fuel
supply at market price.

Of the nine assets that originally formed the Juniper Generation
portfolio, two, Bear Mountain and Corona remain.  As expected,
individual plants have been removed from the loan's collateral as
their respective PPAs expire.  These projects no longer contribute
equity distributions to service Juniper's debt obligations.
Favorably, the declining debt structure accommodates the decline
in the number of assets in the portfolio to adequately service
debt obligations.  Support for Juniper's debt is also derived from
equity distributions from the WCAC operating company, which
provides operations and maintenance to all of the nine assets that
were part of the original Juniper portfolio.

Juniper is a special purpose company created solely to issue the
secured notes and hold a portfolio of equity interests in nine
gas-fired cogeneration plants and two service companies.  The
facilities, located in southern California, sell energy and
capacity to Pacific Gas and Electric (PG&E; Issuer Default Rating
[IDR] of 'BBB+', with a Stable Outlook) and Southern California
Edison (SCE; IDR of 'A-', with a Stable Outlook) under PPAs
expiring through 2018. There is no debt at the individual project
level.


KL SERVICES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: KL Services, LLC
        222 Wilson Road
        Somerset, NJ 08873

Bankruptcy Case No.: 12-30023

Chapter 11 Petition Date: August 13, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: David A. Kasen, Esq.
                  KASEN & KASEN
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  E-mail: dkasen@kasenlaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 19 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-30023.pdf

The petition was signed by Robert Kaiser, member.


LEHMAN BROTHERS: Bid to Revise Ruling on JPMorgan Suit Denied
-------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York denied Lehman Brothers Holdings Inc.'s motion
to revise his ruling in an $8.6 billion lawsuit against JPMorgan
Chase & Co.

In an August 7 decision, the bankruptcy judge said he was
satisfied with the way he had dealt with the issues, Bloomberg
News reported.

Lehman, which is gathering money for a second payment to
creditors, filed the motion asking the bankruptcy judge to
reconsider the dismissal of some claims in the lawsuit.  The
company said it might gain hundreds of millions of dollars if
Judge Peck reinstated the claims he dismissed.

The claims are related to guarantees given to JPMorgan in the
months leading up to Lehman's bankruptcy filing.

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

The reconsideration motion was filed after Judge Peck issued an
opinion on April 19, saying that Lehman cannot claim money from
JPMorgan for securities transactions governed by the so-called
safe harbor law.

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

The lawsuit is Lehman Brothers Holdings Inc. v. JPMorgan Chase
Bank NA, 10-03266, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Seeks Approval of Claims Discovery Procedures
--------------------------------------------------------------
Lehman Brothers Holdings Inc. is seeking court approval to
implement procedures in connection with discovery related to the
company's omnibus objections to claims based on restricted stock
units and contingent stock awards.

The proposed procedures are designed to provide the claimants
with the discovery they have requested, according to Lehman
lawyer, Ralph Miller, Esq., at Weil Gotshal & Manges LLP, in New
York.

As of August 8, there are more than 300 claims that remain
pending on omnibus objections that need to be resolved by the
bankruptcy court.  Many claimants believe the objections cannot
be resolved without discovery from Lehman.

Also in connection with the discovery, Lehman asked Judge James
Peck to approve a process governing disclosure of confidential
information by the company to holders of the claims and vice-
versa.

The procedures are outlined in the proposed order, a copy of
which is available for free at http://is.gd/vHPK5Q

A court hearing is scheduled for August 23.  Objections are due
by August 16.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee to Sell Navigator to Wilbur Ross
-------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
unit is seeking court approval to sell the shares of Navigator
Holdings Ltd.

James Giddens, the court-appointed trustee, plans to sell
4,406,763 shares of Navigator to entities sponsored by or
affiliated with Wilbur Ross's WL Ross & Co. LLC for more than
$110.1 million.

The shares will be sold "free and clear of all liens, claims,
encumbrances and interests," according to the court filing.

The shares represent approximately 34% of the total outstanding
shares of common stock of Navigator, a Marshall Islands company
owned by the Lehman brokerage.

Objections to the sale must be filed on or before September 5.
If an objection is filed, a court hearing will be convened on
September 19 to consider approval of the sale.

The terms of the sale are outlined in a 15-page agreement, a copy
of which is available at http://is.gd/XMCQoE

The sale agreement contains a no-shop clause, which bars the
trustee from soliciting a rival offer.  The trustee, however, can
negotiate with any rival buyer making an unsolicited offer,
subject to the bankruptcy court's approval.

In case there is an unsolicited offer, the WL Ross buyers have to
be informed about the offer.  They can revise the terms of the
sale to make their own proposal the best offer for the shares.

The trustee will pay the WL Ross buyers a termination fee of
$3,305,072 or 3% of the price being offered in case he enters
into an agreement with another buyer.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee Still Opposes FirstBank Claim
----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
unit is blocking efforts by FirstBank Puerto Rico to have his
decision on the bank's claim reconsidered by a bankruptcy court.

FirstBank previously asked the U.S. Bankruptcy Court in Manhattan
to reconsider the Lehman trustee's decision denying customer
status to the bank's claim, which the trustee said, is a
duplicate or an amendment of another claim filed by Lehman's
special financing unit.

FirstBank asserts a claim in the sum of $61.5 million against the
brokerage based on government securities, which the bank
entrusted to the brokerage for safekeeping and for use as
collateral for swap deals with Lehman's special financing unit.

Lawyer for the trustee, Sarah Cave, Esq., at Hughes Hubbard &
Reed LLP, in New York, said granting the bank's request would
"inject uncertainty into the claims process by unsettling a
determined claim" and inviting other claimants to seek to revisit
their claims.

Ms. Cave further said the issue raised by FirstBank should be
resolved in the discussions between the bank and Lehman's special
financing unit.  "That issue has no place in the SIPA liquidation
of [the brokerage]," she said.

Meanwhile, a Lehman lawyer questioned FirstBank's move to
intervene in a fight between Lehman and the trustee over the
latter's determination of the company's customer claims.

"The relief requested is, at a minimum, premature and may be, in
all likelihood, moot given the current status of FirstBank's
asserted customer claim and the imminent consummation of a
settlement between the trustee and the Lehman entities," said
Robert Lemons, Esq., at Weil Gotshal & Manges LLP, in New York.

Barclays Capital Inc., a defendant in a lawsuit filed by
FirstBank involving securities that are the subject of its claim
against the brokerage, urged the bankruptcy court to refrain from
ruling on the issues raised by FirstBank that may have an effect
on its claim in the lawsuit until both banks are able to brief
those issues.

Also in connection with FirstBank's request, a group of claimants
led by Federal Deposit Insurance Corp. urged the bankruptcy court
to defer any ruling concerning repurchase agreements until after
it rules on the trustee's previously filed motion.

The motion filed on April 6 seeks an order confirming the
trustee's determination that the group's claims are not customer
claims.

A court hearing is scheduled for August 15.  Objections are due
by August 8.

                      About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Court Asked to Deny Class Certification Bid
------------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to deny the motion filed by Michael McCully and Michael
Mullen to certify a class of claimants.

The company said the claimants failed to show that certification
of the putative class "would be consistent with the goals of
bankruptcy."

"Far from it, certifying the proposed class would only further
complicate and delay the adjudication of the contested claims at
issue," Lehman said in a court filing.  The company further said
it would be forced to continue to hold reserves on account of
$100 million in claims, adding the reserve would impact the size
of any upcoming distribution to creditors.

Messrs. McCully and Mullen filed the motion to ensure that class
members receive due process notice of all bankruptcy proceedings.

The members of the putative class include those who have filed
claims against Lehman for deferred compensation, and who were
identified in the company's 313th and 319th omnibus objections.
The class is estimated to have more than 250 members.

Lehman previously sought for the reclassification of those claims
as equity interests.  The claims were filed by employees of the
company and affiliates on account of restricted stock units or
contingent stock awards.

A court hearing to consider approval of the motion is scheduled
for August 23.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Objects to 250 East Borrower's $20-Mil. Claim
--------------------------------------------------------------
Lehman Brothers Holdings Inc. proposed the disallowance of Claim
No. 27245 filed by 250 East Borrower LLC, saying the company has
no liability for the claim.

The claim seeks $20 million in damages that allegedly resulted
from Lehman's alleged failure to provide loans to 250 East under
a series of agreements they entered into prior to the company's
bankruptcy filing.

A court hearing is scheduled for September 27.  Objections are
due by September 13.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Apartment Owner Archstone Files for IPO
--------------------------------------------------------
Archstone Inc., the apartment owner taken over by Lehman Brothers
Holdings Inc., filed papers on Aug. 10 for an initial public
offering.  The initial offering for $100 million may be the
precursor to a later sale where Lehman will dispose of all of its
holdings to pay creditors under the Chapter 11 reorganization
implemented in March.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Creditors Seeking $33 Million in Fees Today
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge will decide today, Aug. 15,
whether four Lehman Brothers Holdings Inc. creditor groups are
entitled to reimbursement of $33 million they spent on lawyers for
allegedly making a "substantial contribution" to the defunct
broker's Chapter 11 plan.

According to the report, those seeking reimbursement include
affiliates of Goldman Sachs Group Inc. and three ad hoc groups
representing creditors.  If their fees are permitted, total
professional expense in the Lehman case will exceed $1.5 billion,
according to the U.S. Trustee.

The U.S. Trustee, the Justice Department's bankruptcy watchdog,
contended in her opposition papers that the unofficial committees
failed to show "a substantial contribution to all creditors and
their estates."  It's not enough, she argues, for the creditors'
efforts to have enhanced their own recoveries.  Under the
governing standard contained in Section 503(b)(3) of the
Bankruptcy Code, the U.S. Trustee asserts that "active
participation" in the bankruptcy isn't sufficient to justify
recovery of legal fees that would in effect be paid by unsecured
creditors whose recoveries would be diminished as a result.

The report notes that a group that represented creditors of Lehman
Brothers Treasury Co. takes issue with the U.S. Trustee and argues
that they "played an integral role in formulating and garnering
the necessary support for the plan," according to the report.

                       About Lehman Brothers

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

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

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

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

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

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

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

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


LPATH INC: Lehman Brothers Owns 2% of Class A Common Stock
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Lehman Brothers Holdings Inc. and its
affiliates disclosed that, as of June 22, 2012, they beneficially
own 1,447,293 shares of Class A Common Stock of LPath Inc.
representing 2% of the shares outstanding, based on 73,720,944
shares of Common Stock outstanding as of May 9, 2012.  A copy of
the filing is available for free at http://is.gd/JJUwpL

                          About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$23.28 million in total assets, $16.07 million in total
liabilities and $7.21 million in total stockholders' equity.


MEDICAL ALARM: Corrects Report on Warrants Cancellation
-------------------------------------------------------
Medical Alarm Concepts Holding, Inc., on Aug. 3, 2012, reached an
agreement with various investors who held certain rights to buy
common stock in the Corporation.  They agreed that it is in the
best interests of the parties to cancel a total of 60,825,660
million warrants.  All of these warrants had strike prices that
were below the closing bid price on the day before the agreement
was reached, thus were considered "in the money" warrants.  No
compensation of any type was given to warrant holders who canceled
their warrant positions.

A press release was issued and an 8-K was filed with the
Securities & Exchange Commission on Aug. 6, 2012, indicating these
warrants were canceled.  The company erroneously listed the number
of cancelled warrants at 61.5 million.  The correct number of
warrants cancelled was 60,825,660.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.  As of March 31,
2011, the Company had $0 in cash.

The Company said in its quarterly report for the period ended
March 31, 2012, that "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations.  We do not anticipate the
purchase or sale of any significant equipment.  We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions.  Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services.  Should this occur, we will
suspend or cease operations."

"We anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."


MF GLOBAL: ConocoPhillips Wants Dispute in District Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConocoPhillips Co. filed papers last week asking U.S.
District Judge Katherine B. Forrest to remove a dispute from
bankruptcy court over customer claims against MF Global Inc., the
liquidating commodities broker.

The report relates that at the end of the week, the bankruptcy
judge approved a settlement with CME Group Inc., the owner of the
world's largest futures exchanges.  Conoco deposited $205 million
in letters of credit with MF Global in connection with its
customer accounts.

According to the report, the Houston-based energy producer and
marketer said in its court filing that MF Global was not
contractually entitled to draw the letters of credit when the
bankruptcy began.  Now that the accounts have been transferred to
other brokers, Conoco claims MF Global is barred from drawing on
the letters of credit.  Conoco disagreed with the MF Global
trustee's disposition of about $300 million in claims in a dispute
over whether the customer was entitled to maintain the letters of
credit.  The dispute must be removed from bankruptcy court, Conoco
says, because it involves interpretation of a regulation by the
Commodity Futures Trading Commission.  In addition, Conoco
contends the CFTC was barred by federal law from making rules
dealing with letters of credit.  A schedule hasn't yet been set
for James Giddens, the MF Global brokerage trustee, to file papers
in opposition.

U.S. Bankruptcy Judge Martin Glenn, according to the report, wrote
a 15-page opinion on Aug. 10 explaining why he was approving the
settlement with CME.  He said that the settlement passes muster
because it's "within the range of reasonableness."

The report relates there was only one objection, from a customer
named Paul Hamann.  Mr. Glenn said that Hamann's objection was
"unsupported by any facts."  The judge also refused to allow
Hamann to take a direct appeal to the U.S. Court of Appeals,
overstepping an intermediate appeal to a district judge.

The report notes the settlement calls for CME to turn over
$175 million, with $130 million earmarked for customers.  The CME
exchanges are subordinating $30 million of their claims to the
claims of customers.

Conoco's motion to remove the claim dispute to district court is
In re MF Global Inc., 12-cv-06014, U.S. District Court, Southern
District of New York (Manhattan).

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MOLYCORP INC: S&P Cuts CCR to 'CCC+' Due to Liquidity Concerns
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Colorado-based Molycorp Inc. to 'CCC+' from 'B' and placed the
ratings on CreditWatch with developing implications. "Developing
implications means we could affirm, raise, or lower the existing
ratings following the completion of our analysis. Key factors in
our analysis will include a review of the company's capital
spending plans and timing of its outlays, the plans for funding
the convertible notes if they are put back to the company, and its
plans for obtaining additional funding," S&P said.

"The downgrade and CreditWatch listing reflects our view that
weaker market conditions, spending to complete the Mountain Pass
project and the potential need to fund the convertible notes are
likely to stress the company's liquidity in the near term," said
Standard & Poor's credit analyst Marie A. Shmaruk. "With the
recent drop in the company's share price, the convertible notes
are now out of the money and, in our view, holders are more likely
to put the notes back to the company rather than convert them as
we had originally anticipated. At June 30, 2012 the company had
$370 million of cash. Capital spending to complete Mountain Pass
is estimated to be $289 million, some of which could be deferred.
Moreover, if all the convertible bonds are put back to the
company, it would have to redeem the entire $230 million plus
accrued interest. With lower than expected operating performance,
we do not expect the company to generate sufficient cash from
operations during the remainder of 2012 to fund the shortfall, and
we believe that it will have to seek funding alternatives or slow
its capital spending."

"If during the coming weeks Molycorp obtains sufficient additional
funding to provide it with an adequate cash cushion to comfortably
fund its operations and capital program, and is able to address
the convertible bond put, we could affirm the rating or take a
positive ratings action. On the other hand, failure to obtain
funding or covenant relief could further pressure the company's
liquidity, resulting in an additional downgrade," S&P said.

"We will monitor developments regarding the company's financing
plans and its funding requirements. Key factors in our analysis
will be the company's ability to raise cash to fund the
convertible notes, its funding needs to bring its mine up in a
reasonable time frame and generate sufficient cash flow to support
operational and spending needs, as well as its ability to obtain
additional financing, if needed," S&P said.


MOMENTIVE PERFORMANCE: S&P Cuts CCR to 'CCC' Due to Weak Earnings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its ratings on
MPM by two notches, including the corporate credit rating to 'CCC'
from 'B-'. The outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth. "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."

"The negative outlook reflects our expectation that silicone
overcapacity and a tepid global economy will keep MPM's operating
results weak for the foreseeable future. We also believe that the
risk of increased borrowings and lower EBITDA could restrict
availability under the company's revolving credit facility," S&P
said.

"We could lower the ratings during the next few quarters if
industry conditions and the company's performance do not improve
and MPM continues to consume cash, heightening the probability of
a payment default or covenant breach. We could also lower the
ratings if the company voluntarily restructures or repurchases its
debt in such a way that results in anything less than full and
timely repayment," S&P said.

"On the other hand, we could revise the outlook to stable if
earnings and cash flow strengthen, leverage declines, liquidity
stabilizes, and MPM remains comfortably in compliance with
covenants," S&P said.


MORGAN INDUSTRIES: Files Chapter 11 Liquidating Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Morgan Industries Inc. filed a proposed Chapter 11
plan of liquidation last week, which was not accompanied by a
disclosure statement telling creditors how much they can expect to
recover.  The plan provides for distributing assets in the order
of priority called for in bankruptcy law, with secured creditors
first receiving sale proceeds from their collateral.  The draft
plan has blanks to fill in with the amount of claims in each
class.

                      About Morgan Industries

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

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

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

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

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

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

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

The bankruptcy is being funded by the secured lender Bank of
America NA, which required a quick sale.

The Company was authorized in July to sell the Hunter sailboat
business and most of the other assets to three buyers for a total
of about $2.5 million.


MY VIET: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: My Viet Phu, L.P.
        202 W. Campbell Road
        Richardson, TX 75080

Bankruptcy Case No.: 12-35275

Chapter 11 Petition Date: August 13, 2012

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.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 13 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txnb12-35275.pdf

The petition was signed by Sonny Huynh, managing member of GP.


OCALA FUNDING: Sec. 341 Creditors' Meeting Set for Aug. 22
----------------------------------------------------------
The U.S. Trustee for the Middle District of Florida will convene a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of Ocala Funding, LLC, on Aug. 22, 2012, at 12:00 p.m. at
Jacksonville, FL (3-40) - Suite 1-200, 300 North Hogan Street.
Proofs of claims are due by Nov. 20, 2012.

                        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.


OCALA FUNDING: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ocala Funding, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------              ------         -----------
  A. Real Property                        $0
  B. Personal Property        $1,747,749,787
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $1,750,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $900,569,181
                              --------------   --------------
        TOTAL                 $1,747,749,787   $2,650,569,181

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

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

                        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.


OCTAVIAR ADMINISTRATION: Australian Liquidators File Chapter 15
---------------------------------------------------------------
Australian liquidators for Octaviar Administration Pty Ltd. filed
a petition for creditor protection under Chapter 15 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-13443) Aug. 14 in
Manhattan.

The liquidators said the company didn't do business in the U.S.,
and they aren't aware of any U.S. creditors.  But the liquidators
filed a Chapter 15 petition in light of potential claims or causes
of action against parties located in the United States.  If the
application for recognition of the Australian liquidation as
"foreign main proceeding" is recognized, the liquidators will
investigate these potential claims and may ultimately commence
proceedings in the U.S. and/or seek to enforce a foreign judgment
in the U.S.

The Chapter 15 petition listed less than $100 million in assets
and more than $100 million in debt.

Prior to its demise, the Octaviar Group consisted of a travel and
tourism business, a corporate and investment banking business, a
funds management business, and as structured finance and advisory
business.  At it height, the Octaviar Group consisted of more than
400 companies, employed more than 3,000 employees, and had offices
in Australia, New Zealand and the United Arab Emirates.  The
business collapsed when the company announced in January 2008 that
it's separating its financial services business from its travel
and tourism business, which led to shares declining from AU$3.18
at opening to AU$0.99 at closing.  The decline caused an event of
default with lenders under a A$150 million bride financing
facility.  The travel and tourism business was ultimately sold to
Global Voyager Pty Limited to pay off debt.

Octaviar Administration provided the treasury function for
Octaviar Group.  OA was placed into liquidation by the Supreme
Court of Queensland in July 2009.

Katherine Elizabeth Barnet and William John Fletcher, the
liquidators of OA, are represented in the U.S. proceedings by:

         Howard Seife, Esq.
         CHADBOURNE & PARKE LLP
         30 Rockefeller Plaza
         New York, NY 10112
         Tel: (212) 408-5361
         Fax: (212) 541-5369
         E-mail: hseife@chadbourne.com


OPEXA THERAPEUTICS: Gets Extension to Regain Listing Compliance
---------------------------------------------------------------
Opexa Therapeutics, Inc., on Aug. 9, received notice that the
listing qualifications department staff of the NASDAQ Stock Market
has granted the Company an extension of an additional 180 days to
regain compliance with the listing standard for the minimum bid
price rule contained in Listing Rule 5550(a) (2) which will allow
the continued listing of the Company's securities on The NASDAQ
Capital Market.  In Feb. 2012, Opexa received a staff deficiency
letter from NASDAQ notifying the Company that for the preceding 30
consecutive business days, the bid price of the Company's common
stock had closed below the minimum closing bid price of $1.00 per
share.

To regain compliance, the closing bid price of the Company's
common stock must be at least $1.00 per share for a minimum of ten
consecutive business days (or such longer period of time as the
NASDAQ staff may require) before Feb. 4, 2013.

In the event the Company is unable to regain compliance in a
timely manner or if it does not meet the other listing standards,
NASDAQ staff could provide notice that the Company's common stock
will become subject to delisting, and in such event, the Company
may request a hearing before the NASDAQ Listing Qualifications
Panel.


ORAGENICS INC: Incurs $6.9 Million Net Loss in Second Quarter
-------------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.92 million on $256,407 of net revenues for the three months
ended June 30, 2012, compared with a net loss of $2.37 million on
$347,569 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 $8.54 million on $636,934 of net revenues, compared to a
net loss of $3.93 million on $697,506 of net revenues for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities, and a
$1.44 million total shareholders' deficit.

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

                        http://is.gd/EV2arI

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report for the 2011 financial statements, Mayer
Hoffman McCann P.C., in Clearwater, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses, negative operating cash flows and has
an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


OTERO COUNTY: Wants to Hire Sutin Thayer as Special Bond Counsel
----------------------------------------------------------------
Otero County Hospital Association, Inc., dba Gerald Champion
Regional Medical Center, asks for authorization from the U.S.
Bankruptcy Court for the District of New Mexico to employ Sutin,
Thayer & Browne, APC, as special bond counsel.

Sutin Thayer will, among other things:

      a. assist the Debtor with submission of an application for
         conduit bond issuance;

      b. prepare a resolution under which the exit financing bonds
         will be issued, and related financing documents and
         instruments;

      c. attend meetings to the extent required; and

      d. supervise the closing of the transaction and delivery of
         the bonds to the purchaser.

Sutin Thayer will carefully coordinate its efforts with bankruptcy
counsel and other professionals retained by the Debtor and clearly
delineate its duties to prevent any duplication of effort.

For the exit financing, the Debtor has agreed, subject to court
approval, to pay Sutin Thayer a flat fee of $75,000, plus
applicable tax and customary expenses, provided that, should the
exit financing be structured as something other than a bond
issuance or not be completed, the Debtor will compensate Sutin
Thayer at its standard hourly rates, plus applicable tax and
customary expenses, for any work performed related to the bond
issuance, in the maximum aggregate amount of $75,000, at these
rates:

         Robert G. Heyman                     $350
         Rachel S. King                       $290
         Anne P. Browne                       $285
         Eduardo Duffy                        $285
         Suzanne Wood Bruckner                $285
         Tracy Hofmann                        $250
         Rita C. Jennings, Paralegal          $110

No compensation will be due to Sutin Thayer until either the exit
financing is closed or a decision is made not to pursue exit
financing.

Robert G. Heyman, a Senior Attorney of Sutin, Thayer attests to
the Court that 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 Otero County Hospital

Otero County Hospital Association Inc. filed for Chapter 11
protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New
Mexico, on Aug. 16, 2011.  The Alamogordo, New Mexico-based
nonprofit developed and operates the Gerald Champion Regional
Medical Center.  GCRMC serves a total population of approximately
70,000 people.  Otero County Hospital Association also does
business as Mountain View Catering.

Judge Robert H. Jacobvitz presides over the case. Craig H. Averch,
Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los
Angeles; and John D. Wheeler, Esq., at John D. Wheeler &
Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy
counsel.  Kurtzman Carson Consultants, LLC, serves as claims
agent.

The Debtor disclosed $124,186,104 in assets and $40,506,759 in
liabilities as of the Chapter 11 filing.

Alice Nystel Page, U.S. Trustee for Region 20, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Gardere Wynne Sewell LLP serves as the
Committee's counsel.  The Committee tapped James Morell of JCM
Advisors, LLC, as healthcare management consultant.

The U. S. Trustee appointed E. Marissa Lane PLLC as patient care
ombudsman on Sept. 13, 2011.

No trustee or examiner has been requested or appointed in the
Chapter 11 Case.


OXLEY DEVELOPMENT: Creditor Says Case Filed in Bad Faith
--------------------------------------------------------
One day after Oxley Development Company, LLC's bankruptcy filing,
German American Capital Corporation filed a complaint in
Bankruptcy Court seeking relief from the automatic stay to
exercise its rights and remedies under applicable state law.
German American Capital said Oxley filed the Chapter 11 case in
bad faith to stop a foreclosure sale scheduled for Aug. 7.

German American Capital recounted that Oxley was a debtor in a
Chapter 11 case in the United States Bankruptcy Court for the
Southern District of Georgia (Case No. 11-21388) in which German
American Capital was granted stay relief after a three-hour
evidentiary hearing on May 18, 2012, and the bankruptcy case was
dismissed on July 20.

German American Capital and the Debtor are parties to a Loan
Agreement, dated April 18, 2007, pursuant to which German American
Capital agreed to loan to the Debtor $37,000,000.  Pursuant to the
Loan Agreement, and in connection with the loan made by German
American Capital to the Debtor, the Debtor made in favor of German
American Capital a Promissory Note, dated April 18, 2007, in the
original principal amount of $37,000,000.

Pursuant to an Intercreditor Agreement between German American
Capital and Duck Pond, LLC, the holder of the second mortgage, the
second mortgage claim is contractually subordinated to the claim
held by German American Capital.

Pursuant to the terms of the Note and the Loan Agreement, interest
was to be paid through an "interest reserve" established at
closing.  Consequently, the Debtor never made any actual payments
under the Note, but instead used proceeds of the Note to make
interest payments.

The Note matured by its terms on Aug. 1, 2009.  No payment was
made on the amounts due under the Note at maturity, and no payment
has been made on the Note since maturity.  At maturity, the full
$37,000,000 in principal, plus accrued interest, costs and other
items chargeable under the Loan Agreement, the Note and the other
loan documents, came due.

On July 29, 2010, German American Capital filed suit against the
Debtor and the guarantors of the loan (Tidewater Plantations, Inc.
and Carl "Chip" M. Drury, III.) on the Note and their guaranties
in the Supreme Court of the State of New York (New York County),
where the Debtor and the guarantors had consented to jurisdiction.
On July 28, 2011, German American Capital, over the opposition of
the Debtor and the guarantors, was granted summary judgment in the
amount of $49,474,138, plus post-judgment interest.

The Debtor has appealed the Judgment, but has not sought or
obtained any stay pending appeal.

During the month of October 2011, German American Capital
advertised the Property for a nonjudicial foreclosure sale to be
held on Nov. 1, 2011.  On Oct. 31, 2011, the Debtor filed the
Prior Case.

On Feb. 29, 2012, German American Capital filed a motion for
relief from stay in the Prior Case.  On May 18, 2012, after a
continuation of the hearing to permit the Debtor additional time
to propose a resolution of its debts to GACC, the Court held an
evidentiary hearing on the motion for relief from stay.  After a
three-hour evidentiary hearing, the Court granted German American
Capital's motion for relief from stay.

German American Capital advertised the Property for foreclosure
during the month of July 2012.  The Property was scheduled for
foreclosure sale on Aug. 7, 2012, in Camden County, Georgia.

German American Capital is presently the owner and holder of the
Loan Agreement, the Note, the Security Deed and the Judgment.

According to the appraisal testimony presented by GACC in the
Prior Case, the Property is worth less than $4 million.

                     About Oxley Development

Oxley Development Company, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-69799) in Atlanta Aug. 6, 2012.

Oxley Development owns the Laurel Bluff and Lauren Island, in
Camden County, Georgia.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101(51B), estimated assets of at least
$100 million and debts under $100 million.

This is not the first time Oxley has sought bankruptcy protection.
In October 2011, Oxley filed a Chapter 11 petition in Brunswick
(Bankr. S.D. Ga. Case No. 11-21338).  But the case was dismissed
at the behest of the U.S. Trustee.  The bankruptcy judge in May
granted relief from stay to German American Capital Corporation,
allowing the creditor to pursue its state law remedies in
connection with the Debtor's real property.

William S. Orange, III, Attorney at Law, represented the Debtor in
the prior Chapter 11 case.  In the new case, the Debtor is
represented by Paul Reece Marr P.C.

Creditor German American Capital Corp. is represented in the case
by:

          Paul Baisier, Esq.
          Shuman Sohrn, Esq.
          SEYFARTH SHAW LLP
          1075 Peachtree Street, N.E., Suite 2500
          Atlanta, GA 30309
          Tel: 404-885-1500
          Fax: 404-892-7056
          E-mail: pbaisier@seyfarth.com
                  ssohrn@seyfarth.com


PACIFIC THOMAS: Sec. 341 Creditors' Meeting Set for Sept. 10
------------------------------------------------------------
The U.S. Trustee for Northern District of California will convene
a First Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Pacific Thomas Corporation on Sept. 10, 2012,
at 9:00 a.m. at Oakland U.S. Trustee Office.

Proofs of claim are due by Dec. 10, 2012.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.


PEREGRINE FINANCIAL: New Office May Be a White Elephant
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver for Peregrine Financial Group Inc. may
have difficulty finding a tenant or a buyer for the $24 million
headquarters building the company built in 2009 in Cedar Falls,
Iowa.  The area doesn't have employers to utilize the now-vacant
space, and the town has a five-year supply of empty offices.
Owned by a company controlled by Peregrine's Chief Executive
Russell R. Wasendorf Sr., the building has a $5.9 million
mortgage.

Meanwhile, Jacob Bunge at Dow Jones' Daily Bankruptcy Review
reports that the trustee unwinding Peregrine Financial told
customers of the collapsed brokerage that efforts to return their
money are being slowed by a still-unfolding investigation into its
books.

                     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.


PHYSICAL PROPERTY: Incurs HK$175,000 Net Loss in Second Quarter
---------------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and total comprehensive loss of HK$175,000 on
HK$145,000 of total operating revenues for the three months ended
June 30, 2012, compared with a net loss and total comprehensive
loss of HK$119,000 on HK$208,000 of total operating revenues for
the same period a year ago.

For the six months ended June 30, 2012, the Company reported a net
loss and total comprehensive loss of HK$272,000 on HK$376,000 of
total operating revenues, as compared to a net loss and total
comprehensive loss of HK$271,000 on HK$401,000 of total operating
revenues for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed HK$10.20
million in total assets, HK$11.49 million in total liabilities,
all current, and a HK$1.28 million total stockholders' deficit.

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

                         http://is.gd/DMox6d

                        About Physical Property

Physical Property Holdings Inc. (formerly known as Physical Spa &
Fitness Inc.), through its wholly-owned subsidiary Good Partner
Limited, owns five residential apartments located in Hong Kong.
The Company was incorporated on Sept. 21, 1988, under the laws
of the United States of America.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Mazars CPA Limited,
in Hongkong, noted that the Company had a negative working capital
as of Dec. 31, 2011, and incurred loss for the year then ended,
which raised substantial doubt about its ability to continue as a
going concern.


PILGRIM'S PRIDE: Fee Enhancements Allowed in Bankruptcy
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans ruled on
Aug. 10 that the Supreme Court's Perdue decision virtually
prohibiting fee enhancements in civil-rights fee-shifting cases
does not apply in bankruptcy.

According to the report, the fee dispute arose in the aftermath of
the successful reorganization of chicken producer Pilgrim's Pride
Corp., where all creditors were paid in full.  CRG Partners LLC,
the chief restructuring officer, was granted payment of almost
$6 million in fees.  Later, CRG filed an application for a
$1 million enhancement given the successful outcome.

The report notes around the same time, the U.S. Supreme Court
decided a civil rights case known as Perdue v. Kennedy, where
lawyers wanted their fees enhanced and paid by the opposition in
view of successful results.  The Supreme Court in Perdue listed
three "rare circumstances" when fees could be increased over the
lawyer's ordinary time charges.

The report relates the bankruptcy judge ruled in 2010 that Perdue
applied in bankruptcy cases and denied CRG an enhanced fee. CRG
appealed, and a district judge in Fort Worth, Texas reversed,
saying that Purdue didn't apply in bankruptcy cases.  On remand,
the bankruptcy judge granted the $1 million fee enhancement,
followed by a direct appeal by the U.S. Trustee to the Court of
Appeals.

According to the report, the 26-page opinion by 5th Circuit Judge
Jennifer W. Elrod upheld the district court, saying that "Purdue
did not unequivocally, sub silentio, overrule our legion of
precedent in the field of bankruptcy." She said that fee
enhancements would continue to be governed by a case from the
Court of Appeals in New Orleans called Johnson v. Georgia Highway
Express Inc., another civil rights case.  Judge Elrod said the
result was commanded in part by a rule that the circuit court will
"exercise restraint when determining whether a Supreme Court
decision has produced an intervening change in the law."

The Bloomberg report disclosed Judge Elrod pointed to statements
by the Supreme Court saying that the lodestar method from Pursue
"has superseded the Johnson factors in the fee-shifting arena."
Bankruptcy, she said, is not the same as fee-shifting civil rights
cases.  In fee-shifting cases, fee enhancements "often come at the
expense of the taxpayer," Judge Elrod said.  She said that the
"public purse is left untouched in bankruptcy proceedings."  She
ended her opinion by observing that the Pilgrim's Pride case was
like a "parallel universe" where everyone was being paid in full.

The case is CRG Partners LLC v. U.S. Trustee (In re Pilgrim's
Pride Corp.), 11-10774, 5th U.S. Circuit Court of Appeals (New
Orleans).  The case in district court was CRG Partners LLC v. U.S.
Trustee, 10-688, U.S. District Court, Northern District of Texas
(Fort Worth).

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.


RACKWISE INC: Has $2.7 Million Net Loss in Second Quarter
---------------------------------------------------------
Rackwise, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $2.67 million on $1.19 million of revenues for the
three months ended June 30, 2012, compared with a net loss of
$1.27 million on $260,106 of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.90 million on $1.88 million of revenues, compared with a net
loss of $2.16 million on $796,581 or revenues for the same period
of 2011.

The Company's balance sheet at June 30, 2012, showed
$1.67 million in total assets, $5.74 million in total liabilities,
and a stockholders' deficit of $4.07 million.

As reported in the TCR on April 9, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about Rackwise, Inc.'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 not achieved a sufficient level of
revenues to support its business and has suffered recurring losses
from operations.

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

                       http://is.gd/6VOeQ4

Headquartered in Folsom, Calif., Rackwise, Inc., is a software
development, sales and marketing company.  The Company creates
Microsoft applications for network infrastructure administrators
that provide for the modeling, planning and documentation of data
centers. Its Data Center Management (DCM) software product,
Rackwise(R), is used by over 100 companies worldwide.


RACKWISE INC: Incurs $2.6 Million Net Loss in Second Quarter
------------------------------------------------------------
Rackwise, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.67 million on $1.19 million of revenue for the three months
ended June 30, 2012, compared with a net loss of $1.26 million on
$260,106 of revenue for the same period during the prior year.

The Company reported a net loss of $4.90 million on $1.87 million
of revenue for the six months ended June 30, 2012, compared with a
net loss of $2.16 million on $796,581 of revenue for the same
period a year ago.

The Company's balance sheet at June 30, 2012, showed $1.67 million
in total assets, $5.74 million in total liabilities, and a
$4.07 million total stockholders' deficiency.

The Company believes it will be successful in its efforts to
continue to grow its business; however, there can be no assurance
that it will meet its revenue forecasts or, if necessary, be
successful in raising additional debt or equity financing to fund
its operations on terms agreeable to the Company.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.

As reported in the TCR on April 9, 2012, Marcum LLP, in New York,
N.Y., expressed substantial doubt about Rackwise, Inc.'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 not achieved a sufficient level of
revenues to support its business and has suffered recurring losses
from operations.

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

                        http://is.gd/6VOeQ4

                         About Rackwise Inc.

Rackwise, Inc., is a software development, sales and marketing
company within the markets of IT infrastructure, data center
monitoring, management and optimization, data center cost
efficiency and green data centers.  The Company's executive
offices are currently located in San Francisco, California, and
the Company has a software development and data center in the
Research Triangle Park in Raleigh, North Carolina.  The Company is
in the process of relocating our executive offices to Folsom,
California and expanding its software development center.


RADAR NETWORKS: Investor's Fraud Suit Allowed to Go Forward
-----------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that U.S. District
Judge Thomas E. Carlson judge on Friday agreed to approve a deal
reached by the trustee overseeing Radar Networks Inc.'s bankruptcy
proceedings that will allow a Radar investor's fraud suit against
former Yahoo Inc. CEO Ross Levinsohn and Vulcan Capital managing
partner Steve Hall to go forward.

                       About Radar Networks

Radar Networks, formed in 2003, developed semantic web
applications and operated Twine.com, a consumer online service to
collect, share, and discover online content with related
communities.  Fuse Capital and Vulcan Capital invested substantial
sums in the San Francisco, California-based statert-up.

Beginning in early 2009, after failing to achieve a profit over
the life of its operations, the Debtor undertook an intensive year
long search for a prospective buyer to acquire its assets and
obtain the best available return for its stakeholders. The Debtor
sold all of its assets in March 2010 and ceased operating. In
April 2010, the Debtor filed a certificate of dissolution in
its jurisdiction of organization, and pursuant to Delaware law,
the Debtor will cease to exist three years after the filing.

Radar Networks commenced a Chapter 7 case (Bankr. N.D. Calif. Case
No. 11-33990) in San Francisco in 2011.

The Debtor is represented by John Walshe Murray, Esq., and
Jenny Lynn Fountain, Esq., at Murray & Murray.


RESIDENTIAL CAPITAL: Citibank Wants Lift Stay to Foreclose
----------------------------------------------------------
Citibank NA, as Trustee for PHHMC 2005-6, seeks an order from the
Bankruptcy Court vacating the automatic stay as to real property
known as 23904 Lakeside Road, Santa Clarita, California.  Citibank
intends to resume foreclosure proceedings with respect to the
Property.

As trustee, Citibank is the holder of a mortgage executed to
Merrill Lynch Credit Corporation by Todd J. Kleinfeld and Lisa M.
Kleinfeld on September 22, 2005, and granting to Merrill Lynch a
security interest in the property in Lakeside Road.  The mortgage
is in default for the installment due on November 1, 2011, and
all subsequent monthly installments.  Citibank commenced
foreclosure proceedings.  GMAC Mortgage USA Corporation holds a
second lien mortgage on the property.  As of May 25, 2012, the
payoff balance on the first mortgage held by Citibank is
$785,376.  The fair market value of the Property is $725,000.
Since Citibank's claim against the property exceeds the value of
the property, the Debtor GMAC has no equity in the Property.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Ally Posts Q2 Loss Due to ResCap Impact
------------------------------------------------------------
Ally Financial Inc., the U.S.-controlled lender whose mortgage
subsidiary went bankrupt, posted a second-quarter loss on costs
tied to the court filing, Hugh Son at Bloomberg News reports.

The loss of $898 million compares with profit of $113 million a
year earlier, Ally said in an Aug. 1 statement.  The core pretax
loss was $753 million.

According to Bloomberg, Ally Chief Executive Officer Michael
Carpenter is searching for ways to repay U.S. bailouts exceeding
$17 billion that left the Treasury Department with a 74% stake.
He's selling foreign operations to focus on auto lending in the
U.S., where the firm ranked No. 1 last year, and Ally Bank, the
online unit known for its ads that satirize the ethics of rival
bankers, the report said.

"Our objective in life is pretty straightforward," Bloomberg
quotes Mr. Carpenter as saying during a conference call with
analysts.  "It's to continue building the auto business, to
continue to build the bank, and it's to get the U.S. government
completely out of their shareowner position."

Residential Capital LLC was removed from Ally's financial
statements, Bloomberg said.  Without the costs and other losses
tied to the unit, Ally said it would have earned $533 million in
core pretax profit, aided by growth in automotive services and
direct banking, Bloomberg pointed out.

Ally, according to Bloomberg, also said the quarter included a
$1.2 billion charge tied to ResCap's bankruptcy.  The parent
company has contributed $750 million to cover soured loans at the
bankrupt mortgage unit to insulate itself from legal claims and
"avoid the noise," Mr. Carpenter has said.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Says Taggart Suit Violates Automatic Stay
--------------------------------------------------------------
Several parties-in-interest filed motions asking the U.S.
Bankruptcy Court for the Southern District of New York to lift
the automatic stay to allow them to pursue legal processes
outside the bankruptcy court.  The parties-in-interest seek
modification of the automatic stay to, among other things,
terminate prepetition agreements with certain Debtors, and to
pursue prepetition lawsuits pending in state and federal courts.

The Debtors relate that without seeking a modification of the
automatic stay, on July 18, 2012, Kenneth Taggart, by filing a
complaint, commenced an action in the United States District
Court for the Eastern District of Pennsylvania, captioned Taggart
v. GMAC Mortgage LLC, Case No. CV-12-4077 (E.D. Pa.), in violation
of the automatic stay.  The Taggart complaint asserts claims for
damages in excess of $46 million and to "Quiet Title" against GMAC
Mortgage, several GMAC Mortgage employees and GMAC Mortgage's
attorneys in the Foreclosure Proceeding related to the same
allegedly wrongful foreclosure at issue in the Foreclosure
Proceeding.  The Debtors reserve all rights with respect to the
Taggart Action.

The Foreclosure Proceeding is captioned GMAC Mortgage, LLC v.
Taggart, Case No. 09-25338 (Mont. Cty. C.C.P. 2009) (the
"Foreclosure Proceeding").  Mr. Taggart alleges 32 counterclaims
against GMAC Mortgage for: (i) alleged violations of the Real
Estate Settlement and Procedures Act ("RESPA"), 12 U.S.C. Section
2601 et. seq., and related regulations, 24 C.F.R. Section 350;
(ii) alleged violations of the Truth-in-Lending Act ("TILA"), 15
U.S.C. Section 1601 et. seq.; (iii) alleged violations of the Fair
Debt Collection Practices Act ("FDCPA"), 15 U.S.C. Section 1692
et. seq.; (iv) alleged violations of the Fair Credit Reporting Act
("FCRA"), 15 U.S.C. Section 1681 et. seq.; (v) the Pennsylvania
Unfair Trade Practice and Consumer Protection Act, 73 P.S. Section
201-1 et. seq.; (vi) Regulation Z, 12 C.F.R. Section 226.18(g),
(h); (vii) Quiet Title, (viii) alleged violations of the Fair
Credit Extension Uniform Act, 73 P.S. Section 2270.1 et. seq.;
(ix) alleged violations of the Mortgage Property Insurance
Coverage Act, 7 P.S. Section 6701 et. seq. (the "Insurance
Claim"); and (x) alleged violations of Mr. Taggart's 1st and 4th
Amendment rights of freedom of expression and due process.

On July 23, 2012, Mr. Taggart sought to proceed with the Action
and filed a separate action pending in the United States District
Court for the Eastern District of Pennsylvania, captioned Taggart
v. GMAC Mortgage, LLC, Case No. 2:2012 - cv00415 (E.D. Pa.) (the
"Prepetition Federal Action"), which also seeks damages and
certain declaratory relief in response to the Debtors' allegedly
wrongful foreclosure.

In response to Mr. Taggart's arguments, the Court directed (i)
that the Debtors reach out to Mr. Taggart to further discuss the
potential for an agreed resolution of his Motion and (ii) to the
extent that the parties were not able to consensually resolve Mr.
Taggart's motion prior to July 17, 2012, the Court requested
supplemental briefing regarding which of Mr. Taggart's
counterclaims could proceed under Pennsylvania law.

On July 17, 2012, the parties agreed to adjourn the hearing on
the Motion to the August 14, 2012 hearing.

The Debtors and Mr. Taggart have engaged in discussions directly
via telephone and via email; however, to date a compromise has
not been reached.

With limited exceptions, the Debtors argue that Mr. Taggart has
not pled valid defenses in the Foreclosure Proceeding.
Notwithstanding the very clear Pennsylvania Law on the relief
requested by Mr. Taggart in the Motion, the Debtors are prepared
to consent to limited stay relief as follows: the parties may
proceed through any dispositive motions practice in the
Foreclosure Proceeding, by which the trial court will determine
the viability of Mr. Taggart's alleged defenses to foreclosure in
the Foreclosure Proceeding. Thereafter, Mr. Taggart would have
the opportunity to renew his Motion by filing a notice of hearing
14 days in advance of the next available omnibus hearing to the
extent that any of Mr. Taggart's Counterclaims remain that would
otherwise be stayed by the Supplemental Servicing Order.

The Debtors ask the Court to modify the automatic stay for the
limited purposes they proposed or, or otherwise, deny Mr.
Taggart's request.

                   Debtors Object to Other Requests

With respect to the motions to lift the automatic stay filed by
Alan Moss, Kenneth Taggart, Hedeya Haroutunian, and Hitoshi and
Wakana Inoue, the Debtors clarify that the Supplemental Servicing
Order specifies that the automatic stay remains in full force and
effect with regard to any direct claims or counterclaims for
monetary damages "of any kind or nature against the Debtors,
except where a monetary claim must be plead in order for an
Interested Party to a assert a claim to defend against or
otherwise enjoin or preclude a foreclosure."

The Supplemental Servicing Order, the Debtors point out, provides
certain limited relief from the automatic stay to permit
borrowers to proceed, in Debtor-initiated foreclosure
proceedings, with defenses, counter-claims, and Mandatory
Monetary Claims that could defeat a foreclosure.  Additionally,
the Supplemental Servicing Order grants additional limited relief
from the automatic stay -- in non-judicial foreclosure states --
to continue to prosecute certain borrower-initiated actions for
purposes of defending, unwinding, or challenging a foreclosure
where any applicable challenge period has not yet expired.

With respect to Christina Ulbrich's motion to lift stay, the
Debtors argue that Ms. Ulbrich cannot satisfy her burden of
establishing sufficient cause as to why her potentially massive
and complex class action lawsuit should be permitted to proceed
notwithstanding the statutorily imposed breathing spell to which
the Debtors are entitled under Section 362 of the Bankruptcy
Code.

For the reasons stated, the Debtors ask the Court to deny the
motions.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Opposes Claimant Bid for Ch. 7 Conversion
--------------------------------------------------------------
A Residential Capital claimant filed a motion seeking the
conversion of the company's bankruptcy case to a Chapter 7 case.
Paul Papas alleged the company "acted in bad faith" when it
attempted to sell properties it does not own.  He said the
properties the company is trying to sell at a public auction are
not listed in its statement of assets and liabilities.

The Debtors contend that the Court should deny the Motion because
it is not supported by facts or evidence.  The Debtors strongly
object to any suggestion that their Chapter 11 cases were filed
in bad faith.  They point out that the Court has already ruled
that the cases were filed in good faith.  At a recent hearing,
the Court noted that various parties have filed motions in the
Debtors' cases to dismiss the Chapter 11 cases that are "never
supported by any evidence, just assertions that the cases were
filed in bad faith.  Everything that has occurred in the Debtors'
cases since the petition date would establish to the contrary.

The Debtors submit that further oversight in Chapter 7 is
unnecessary and unwarranted.  The Court has already appointed an
Examiner to oversee the Debtors' Chapter 11 cases.  In addition,
liquidation in Chapter 7 would not provide the maximum return to
creditors that the filing of the Chapter 11 cases and the
Debtors' sale of their assets will provide.  Thus, the Debtors
ask the Court to deny the Motion.

                          Motion Withdrawn

Paul N. Papas, II, withdrew his request without prejudice to be
renewed after he reviews and evaluates the evidence presented at
the 341 Creditors Meeting.  Even with the benefit of the
Creditors Meeting, Mr. Papas says the exact value of the
bankruptcy estate is not known.  The business affairs of the
Debtors are not sufficiently known to enable a creditor to make
an informed judgment about the Debtors' plan of reorganization,
he adds.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Lowenstein Represents Class Plaintiffs
-----------------------------------------------------------
Lowenstein Sandler PC disclosed it has been retained as
bankruptcy counsel to represent the interests of these creditors
in the Chapter 11 cases of Residential Capital:

   (a) New Jersey Carpenters Health Fund (the "Lead Plaintiff"),
       New Jersey Carpenters Vacation Fund ("Vacation Fund") and
       Boilermaker Blacksmith National Pension Trust
       (collectively with Lead Plaintiff and the Vacation Fund,
       the "Class Action Plaintiffs") on behalf of themselves and
       the class of persons and entities (the "Putative Class"),
       who purchased or otherwise acquired interests in certain
       Issuing Trusts pursuant to Registration Statements filed
       by certain of the Debtors, in the consolidated securities
       class action styled as New Jersey Carpenters Health Fund,
       et al., on Behalf of Themselves and All Others Similarly
       Situated v. Residential Capital, LLC et al., Case No.
       08-CV-8781 (HB) (S.D.N.Y.) (the "Class Action"), asserting
       claims for damages against the Debtors and others for
       violations of sections 11, 12 and 15 of the Securities Act
       of 1933 (15 U.S.C. Sections 77k, 77l(a)(2) and 77(o));

   (b) The Union Central Life Insurance Company, Ameritas Life
       Insurance Corp., and Acacia Life Insurance Company
       (collectively "Union Central"), plaintiffs in the civil
       action styled as The Union Central Life Ins. Co. et al. v.
       Credit Suisse First Boston Mortg. Sec. Corp. et al., Case
       No. 11-CV-2890 (GBD) (S.D.N.Y.) (the "Union Central
       Action"), asserting claims for damages against the Debtors
       and others for violations of section 10(b) of the
       Securities Exchange Act of 1934 (the "1934 Act") (15
       U.S.C. Section 78j(b)) and Rule 10b-5 (17 C.F.R. Section
       240.10b-5) promulgated there under, section 20(a) of the
       1934 Act (15 U.S.C. Section 78t(a) and (b)), and New York
       state law (fraud, unjust enrichment and aiding and
       abetting), arising out of the purchase and sale of certain
       residential mortgage-backed securities as described in the
       Union Central Action; and

   (c) Cambridge Place Investment Management Inc. ("CPIM"),
       plaintiff in the civil actions styled as Cambridge Place
       Investment Management Inc. v. Morgan Stanley & Co., Inc.,
       et al., pending in the Superior Court of Massachusetts,
       Case Nos. 10-2741-BLS1 and 11-0555-BLS1 (collectively, the
       "CPIM Actions"), asserting claims for damages against the
       Debtors and others for violations of sections 410(a)(2)
       and (b) of the Massachusetts Uniform Securities Act, MASS.
       GEN. LAWS ch 110A (2012), arising out of the purchase and
       sale of certain residential mortgage-backed securities as
       described in the CPIM Actions.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

According to Bloomberg News, following a hearing in June, the
bankruptcy judge scheduled auctions for Oct. 23.  A hearing to
approve the sales was set for Nov. 5.  Fortress Investment Group
LLC will make the first bid for the mortgage-servicing business,
while Berkshire Hathaway Inc. will serve as stalking-horse bidder
for the remaining portfolio of mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Warren, Sparrows Point Plants Raise $88 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RG Steel LLC reported to the bankruptcy court in
Delaware that the Aug. 7 auction for the plants in Warren, Ohio,
and Sparrows Point, Maryland, fetched a total of $88 million.

The high bid from a consortium of three buyers was $72 million for
the Maryland plant.  The buyer is a group led by Commercial
Development Co. Inc.

The top bid of $16 million cash for the Warren, Ohio, facility
came from CJ Betters Enterprises Inc.

The report relates there is a hearing scheduled Aug. 15 to approve
the sale of the Warren and Sparrows Point plants.  At the same
hearing, the judge is also scheduled to review the sale of the
operations in Yorkville, Ohio, and Wheeling, West Virginia.

                          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.

The judge has approved the sale of the Martins Ferry and Mingo
Junction plants for a combined $22 million.


RG STEEL: Face Class Action Over Air Pollution
----------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that a pair of Maryland
residents lodged a putative nuisance class action against Lafarge
North America Inc. and RG Steel LLC in state court Thursday,
seeking damages for health hazards caused by the companies'
alleged release of toxic pollutants.

RG Steel and Lafarge operate facilities in the Sparrows Point
Peninsula section of Baltimore County that have caused noxious
odors and released hazardous substances into the atmosphere,
according to the complaint cited by 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.


RITZ CAMERA: Creditors Panel Taps PwC as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ritz Camera & Image, L.L.C., et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain PricewaterhouseCoopers LLP as its financial advisor.

PwC will, among other things:

   a) review of all financial information prepared by the Debtors
      or its consultants as requested by the Committee including,
      but not limited to, a review of Debtors' schedules of assets
      and liabilities, statements of financial affairs, monthly
      operating reports, business plans and financial projections;

   b) assist the Committee in monitoring, assessing, and analyzing
      the Debtors' going-out-of-business liquidation of
      merchandise, including reviewing and analyzing cash flows
      from GOB sales, inventory levels and augmentation
      strategies, GOB funds flow and cash management, liquidation
      fees and expenses, analysis of budget to net results,
      monitoring and analysis of inventory levels; and

   c) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of offers received
      on the sale of its remaining stores on a going-concern or
      liquidation basis, or as part of a plan of reorganization or
      as part of a plan of liquidation including modeling creditor
      recoveries under various scenarios and comparison to a
      liquidation analysis.

PwC's hourly rates are:

         Personnel                       Hourly Billing Rate
         ---------                       -------------------
         Partner/Principal                      $790
         Managing Director                      $615
         Director/Senior Manager                $560
         Manager                                $435
         Senior Associate                       $360
         Associate                              $305
         Paraprofessionals/Secretarial          $110

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

A hearing on Aug. 28, 2012, at 11 a.m. has been set.  Objections,
if any, are due Aug. 14, at 4 p.m.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Critical Vendor Agreement with Nikon Inc. Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the critical vendor agreement between Ritz Camera & Image, L.L.C.,
et al., and Nikon Inc.

Nikon is the Debtors' largest supplier of digital cameras, lenses,
accessories, and other related products and services, with Nikon
Products accounting for more of RCI's sales than any other single
vendor.

After the Petition Date, the Debtors requested that Nikon sell and
deliver products to the Debtors and Nikon agreed to do so subject
to certain terms and conditions.

The agreement dated July 20, 2012, provides in pertinent part that
Nikon will continue to sell and deliver products in an amount of
up to $2,000,000 in the next seven weeks on a cash advance basis,
provided that:

   1) the Debtors and any other representative of the Debtors'
      bankruptcy estates agree not to assert any claims against
      Nikon to avoid and to recover alleged preferential
      transfers; and

   2) the Debtors agree to recognize that portion of Nikon's
      reclamation claim in the amount of $484,307 as an allowed
      claim under Section 503(b)(9) of the Bankruptcy Code.

A copy of the critical vendor agreement is available for free at
http://bankrupt.com/misc/RITZ_critical-vendor_agreement.pdf

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Has Until Aug. 22 to File Schedules and Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Aug. 22, 2012, Ritz Camera & Image, L.L.C., et al.'s time to
file their schedules of assets and liabilities, and statements of
financial affairs.  The Debtors said the initial deadline was
inadequate to compile information from books, records, and
documents related to the claims of approximately 2,000 creditors.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RITZ CAMERA: Marc Weinsweig OK'd as Chief Restructuring Officer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Ritz Camera & Image, L.L.C., et al., to employ WeinsweigAdvisors
LLC, to appoint the firm's Marc Weinsweig as chief restructuring
officer; and provide temporary employees.

As reported in the Troubled Company Reporter on July 19, 2012, the
services Mr. Weinsweig will render include the provision of
crisis and turnaround management services to the Debtors.  Mr.
Weinsweig's hourly fee is $425.

WeinsweigAdvisors will have a financing fee of $150,000 for
achieving certain restructuring milestones, including entry of a
final order approving (i) debtor-in-possession financing or (ii)
use of cash collateral.  WeinsweigAdvisors wil have a success fee
opportunity for achieving the restructuring objectives of the
Debtors.  If creditors below Crystal Financial LLC in the
"waterfall" receive a minimum gross recovery of $3,225,000,
WeinsweigAdvisors will earn a success fee of $100,000.  The
engagement letter provides for an "evergreen" retainer to be paid
to WeinsweigAdvisors in the amount of $500,000, to be held as
continuing security for the payment of fees and expenses to
WeinsweigAdvisors and applied to any unpaid amounts due to the
firm at the completion of the engagement, with the unused portion
to be returned to the Debtors upon payment in full of all fees and
expenses.

Mr. Weinsweig, founder, principal and managing director of
WeinsweigAdvisors, attests to the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


ROBERTS HOTELS: Judge Dismisses Jackson Hotel's Bankruptcy Case
---------------------------------------------------------------
Jeff Ayres, writing for the Clarion Ledger, reports that a federal
judge recently dismissed a Chapter 11 bankruptcy filing by the
Roberts brothers last year in an attempt to reorganize the Roberts
Walthall Hotel's business affairs.

According to the Clarion Ledger, that move could pave the way for
Wells Fargo, the hotel's main creditor, to begin foreclosure
proceedings, although the company has not filed any paperwork in
that regard.  The report says the hotel could be sold or a judge
could appoint a receiver to secure the property to protect it from
vandalism. Or, according to the report, the Roberts brothers could
continue to seek a financing agreement that will allow them to
finish the renovations, which were halted after water-pressure
changes damaged most of the rooms in November 2010, and reopen the
hotel.

"They have not abandoned the property," said John Moore, Esq., a
Ridgeland attorney who represented the brothers in the Chapter 11
case, according to the Clarion Ledger.  "They have an interest in
securing the property. They have all those options available to
them.

The report notes Brian Crumbaker, Esq., a Tallahassee, Fla.,
attorney who represents Wells Fargo, couldn't be reached for
comment on how that company will proceed.  Neither Mike nor Steve
Roberts could be reached for comment.

According to the report, Wells Fargo is trustee for the holders of
$7.5 million in nontaxable Gulf Opportunity Zone bonds that were
to go toward the hotel's upgrades.  The hotel property itself
served as collateral, according to court filings.

According to the report, the company alleged the hotel hadn't paid
$300,000 in property taxes from the 2010 and 2011 tax years and
was $12,000 past due in electric bill payments.  With no tangible
operations at the hotel by last December, and with revenue
generated by renting parking spaces in the hotel parking garage
not nearly enough to cover what was owed, Wells Fargo contended
the brothers filed for Chapter 11 merely as a way to delay a
foreclosure filing that would have been done that month.

Wells Fargo has said in court papers the hotel "has no reasonable
prospect for reorganizing and is unable to provide . . . adequate
protection for its collateral."

With the hotel closed and repairs still needed for an aging
building, it might be best if the property were sold, the hotel
torn down and something new built in its place, said Chuck
Pinkowski, who heads Pinkowski and Co., a Memphis-based
hospitality-industry consulting firm, according to the Clarion
Ledger.

"Trying to retrofit an old building is a very expensive
challenge," the report quotes Mr. Pinkowski as saying. "You need
to have the right average occupancy rate to justify that expense.
If you can't, it's not worth putting money into."

The consulting firm may be reached at:

         Chuck Pinkowski
         PINKOWSKI & COMPANY
         6829 Eastridge Cove, Suite 201
         Memphis, TN 38120
         Tel: (901) 684-1080
         Fax: (901) 754-8120
         E-mail: chuck@pinkowskicompany.com

                       About Roberts Hotels

Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have
filed separate Chapter 11 bankruptcy petitions.  The hotels are
among those involved in a lawsuit Bank of America filed against
Roberts Cos. in April 2012.  BofA alleges Roberts Cos. defaulted
on a loan to renovate six hotels it owns outside of Missouri and
owes more than $34 million.  The hotels are located in Tampa,
Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C.

Roberts Hotels Dallas LLC, which operates as a Courtyard by
Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11
bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012,
listing $1 million to $10 million in assets, and $10 million to
$50 million in debts.

Roberts Hotels Shreveport LLC, also under the Clarion flag, sought
Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12-
44495) on May 9, listing between $1 million and $10 million in
assets and between $10 million and $50 million in debts.

Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel,
formerly named Radisson Hotel & Suites Spartanburg, filed a
Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April
19, 2012.  It scheduled $3,028,820 in assets and $34,775,209 in
debts.

Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for
Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012,
listing under $50,000 in assets and up to $50 million in debts.

Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820
East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo.
Case No. 12-44391) on May 7, estimating assets between $1 million
and $10 million and debts between $10 million and $50 million.

A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the
Debtors' counsel.  The petitions were signed by Mike Kirtley,
chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between
$1 million and $10 million.  John D. Moore, P.A., represents the
Debtor.


ROCK PARENT: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Ohio-based Rock Parent LLC. The rating outlook is
stable.

"We affirmed our 'BB-' issue-level ratings (two notches higher
than the 'B' corporate credit rating) on the company's first-lien
senior secured credit facilities, which were borrowed by wholly
owned subsidiary ROC Finance LLC. The company plans to increase
the size of its revolver to $35 million from $25 million and add
$110 million to its existing term loan facilities. We also
assigned the company's proposed $40 million multi-draw delayed
draw term loan our issue level rating of 'BB-' (two notches higher
than the 'B' corporate credit rating) and assigned this debt a
recovery rating of '1', indicating our expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default. Pro forma for this transaction, the first-lien credit
facilities will consist of a $260 million funded term loan and
three delayed-draw term loans totaling $165 million, all due Aug.
19, 2017, and a $35 million revolving credit facility due Aug. 19,
2016," S&P said.

"We revised our recovery rating on the company's second-lien notes
to '4' (expectation of 30% to 50% recovery) from '3' (50% to 70%
recovery). In addition, we affirmed our issue-level rating on the
notes at 'B' (at the same level as the 'B' corporate credit
rating), in accordance with our notching criteria. The revised
recovery rating reflects weaker recovery prospects for holders of
the notes as a result of a greater amount of first-lien debt
outstanding under our simulated default scenario from the planned
financings," S&P said.

"We expect proceeds from the planned incremental term loans will
be used primarily to fund the construction of a gaming facility at
the company's Thistledown racetrack and to pay associated license
fees for Thistledown," S&P said.

Rock Parent LLC is a subsidiary of Rock Ohio Caesars LLC (ROC),
which is 80% owned by Rock Gaming, a Midwest-based gaming company
(principal investor, Dan Gilbert), and 20% owned by subsidiaries
of Caesars Entertainment Corp. The company was created to develop
and operate two casino facilities in Ohio. The casinos, as well as
the planned gaming facility at Thistledown raceway (racino), will
be managed by Caesars.

"The corporate credit rating on Ohio-based Rock Parent LLC
reflects our assessment of the company's business risk profile as
'weak' and its financial risk profile as 'highly leveraged,'
according to our rating criteria," S&P said.

"Our assessment of Rock's business risk profile as weak reflects
construction and execution risk associated with developing and
opening two casinos and one racino in new gaming markets. Our
assessment also incorporates favorable demographics in the market,
limited direct competition (particularly in Cleveland), the
experience of the management team in operating regional casinos,
and the inclusion of the casinos in Caesars' Total Rewards
network," S&P said.

"Our assessment of Rock's financial risk profile as highly
leveraged reflects our view that the company's interest reserve is
thin, and we expect covenants will be tight initially. In
addition, new gaming projects are often somewhat slow to ramp up
operations because of uncertainties surrounding demand and
challenges in managing costs effectively, particularly in the
first few months. We expect Horseshoe Cleveland's ramp up will
benefit from favorable market demographics, a good competitive
position as the only full-service casino operator in this new
market, and the ability to leverage Caesars' extensive customer
database in marketing the new facility. However, our rating
reflects Rock's reliance on a single property for cash flow
generation until Horseshoe Cincinnati opens in the early 2013 and
the gaming facility at Thistledown racetrack opens a few months
later. While the development of Thistledown racetrack will be
funded by the proposed incremental credit facilities, cash flows
from Cleveland are critical to the success of completing the
Cincinnati casino, as Rock expects to use approximately $70
million in funds generated by Cleveland to complete the Cincinnati
Development," S&P said.


SAINTS MEDICAL: Fitch Withdraws 'B-' Rating on $42.1-Mil. Bonds
---------------------------------------------------------------
Fitch Ratings has withdrawn the 'B-' rating on the following bonds
issued on behalf of the Saints Medical Center (Saints):

  -- $42.1 million Massachusetts Health and Educational Facilities
     Authority revenue bonds, series 1993A.

Key Rating Drivers

SAINTS PART OF LOWELL MEDICAL CENTER: Fitch withdraws its 'B-'
rating on Saints, as the rating had been based on the credit
profile of Saints.  As of July 1, 2012, Saints became part of
Lowell General Hospital, and Lowell is now the obligor of Saints'
debt.  Fitch does not rate Lowell General Hospital.


SOLARWORLD AG: Has $198-Mil. Q2 Loss, Blames China for Woes
-----------------------------------------------------------
SolarWorld AG (ETR: SWV) reported a quarterly loss of $198 million
in the second quarter, dropping from a $2.2 million income in the
previous quarter and $12 million in the second quarter of 2011.
The company had a $385M loss in the fourth quarter of 2011.  A
copy of the first half report is available at http://is.gd/JlKMvE

SolarWorld said it is in an increasingly precarious financial
position as it alleges Chinese competitors continue to flood
Europe and the U.S. with cut-price solar panels in breach of
global trade rules.

Harriet Torry at Dow Jones' DBR Small Cap reports that investors
Monday dumped shares in Solarworld.

Solarworld AG is a Germany-based company, operating in the
crystalline solar power sector.  The Company's core business
activity is the production and distribution of solar power
applications and ready-to-assembly solar kits for roof
installation and large-scale solar power plants.


SOLYNDRA LLC: Has $3.5 Million Settlement With Employees
--------------------------------------------------------
Nate Raymond at Reuters reports that Solyndra LLC has agreed to
pay $3.5 million to settle accusations it did not properly notify
employees that they would lose their jobs.

The report says settlement papers outlining the pact were filed in
U.S. Bankruptcy Court in Wilmington, Delaware, last week.  The
agreement came a week after Solyndra filed its Chapter 11
reorganization plan.  The employee accord is subject to approval
of U.S. Bankruptcy Judge Mary Walrath, who is overseeing the
bankruptcy case.

Reuter says the company laid off about 850 of its 960 employees
days before filing for bankruptcy in September 2011.  Employees
sued, alleging they were entitled to at least 60 days' notice
before losing their jobs.  The employees sought up to $15 million
in damages for lost wages and benefits.

Jack Raisner at the law firm Outten & Golden represents the
employees.

                        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.


SOLYNDRA LLC: Ex-Employees Settle Litigation for $3.5 Million
-------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Solyndra LLC, which shut down its solar panel plants and laid
off hundreds of workers before filing for bankruptcy protection,
struck a deal to pay those workers $3.5 million so they'll drop
litigation seeking $15 million in damages for their abrupt firing.

                        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.


SPEEDEMISSIONS INC: Incurs $76,000 Net Loss in Second Quarter
-------------------------------------------------------------
Speedemissions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $75,967 on $1.98 million of revenue for the three months ended
June 30, 2012, compared with a net loss of $92,468 on $2.15
million of revenue for the same period during the prior year.

The Company reported a net loss of $192,749 on $3.90 million of
revenue for the six months ended June 30, 2012, compared with a
net loss of $236,419 on $4.26 million of revenue for the same
period a year ago.

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 June 30, 2012, showed $2.25 million
in total assets, $985,146 in total liabilities, $4.57 million in
Series A convertible, redeemable preferred stock, and a $3.31
million total shareholders' deficit.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, 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.

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

                        http://is.gd/ab33D3

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.


STOCKTON, CA: Wells Fargo, Assured Guaranty Object to Filing
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Assured Guaranty Municipal Corp. joined fellow bond
insurer National Public Finance Guarantee Corp. in filing papers
objecting to the right of Stockton, California, to trim debt in a
Chapter 9 municipal bankruptcy.

According to the report, Wells Fargo Bank NA, as indenture trustee
for bondholders, joined in the objections.  Among other grounds,
all contend the city doesn't qualify for Chapter 9 because it
didn't negotiate before bankruptcy in good faith as a result of
seeking no concessions from California Public Employees'
Retirement System, the largest creditor with a claim of $147.5
million.

The report relates the bankruptcy judge in Sacramento, California,
will hold a status conference on Aug. 23.

                    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.


STOCKTON, CA: Judge Elizabeth Perris Named as Mediator
------------------------------------------------------
Bankruptcy Judge Elizabeth Perris was authorized by the Judicial
Council of the Ninth District to serve as judicial mediator in the
Chapter 9 case of City of Stockton in California.

Judge Perris will hold a conference on Aug. 30, 2012, at 10 a.m.
to discuss and organize the judicial mediation.

As reported in the Troubled Company Reporter on July 24, 2012,
Steven Church at Bloomberg News reported that Stockton said it
asked bondholders and other lenders owed more than $300 million to
take less than full repayment as part of an unsuccessful bid to
avert the biggest ever bankruptcy filing by a U.S. city.  Under a
proposal made public July 20, Stockton told unsecured bondholders
owed about $124.3 million they would no longer receive any debt
payments from the general fund, the main account used to pay for
services like police and fire protection.  Secured bondholders,
who hold debt guaranteed by assets, were asked to accept smaller
interest payments and a longer, 40-year repayment term.

The Bloomberg report said that U.S. Bankruptcy Judge Christopher
Klein has authorized the city to file the so-called Ask document,
and other files related to the state-mandated mediation, along
with details about its meetings with creditors.  Judge Klein
denied the city's request to release creditors' counteroffers,
saying that might disrupt future mediation efforts.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Calif. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of $500
million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., at
Orrick, Herrington & Sutcliffe LLP.  The petition was signed by
Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Calif. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Calif. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.


T3 MOTION: Gets Notice of Acceptance of NYSE MKT Plan
-----------------------------------------------------
T3 Motion, Inc. disclosed that on June 1, 2012, it received notice
from NYSE MKT, LLC staff indicating that the Company is below
certain of the Exchange's continuing listing standards due to
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature, as set forth in Section 1003(a)(iv) of
the NYSE AMEX Company Guide.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on July 2, 2012, presented its plan
to the Exchange.  On Aug. 10, 2012, the Exchange notified the
Company that it accepted the Company's plan of compliance and
granted the Company an extension until Nov. 20, 2012 to regain
compliance with the continued listing standards.

The Company will be subject to periodic review by Exchange staff
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the Exchange.

In addition, on Aug. 10, 2012, the Company closed its $1 million
bridge loan facility with JMJ Financial in the form of a secured
convertible note in addition to four year warrants with a $0.60
exercise price per share.  The initial draw on the facility
consisted of $525,000 and included repayment of the previous
bridge note of $275,000 and cash proceeds of $250,000.

The initial note is convertible into shares of the Company's
common stock at a conversion price of $1.31 per share.  The notes
bear interest at a rate of 10% per annum.  A total of 550,000
warrants are issuable for the initial draw with an additional
475,000 warrants issuable if the entire credit facility is drawn.

Prior to the execution of credit facility, the Company's Board of
Directors authorized an adjustment to the exercise price of the
Company's Series I warrants to $0.60 per warrant.  The Series I
warrants were originally issued in conjunction with the Company's
May 2011 public offering and initially had an exercise price of
$3.50 per warrant and expire in May 2016.  The Series I warrants
were subject to a negative covenant agreement dated May 19, 2011
and which provided, with limited exceptions, that issuances of the
Company's common stock or common stock equivalents are prohibited
if they are deemed issued for a price less than the exercise price
of the Series I warrants.  The price change to $0.60 is effective
immediately and affects all 4,943,557 Series I warrants
outstanding.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.37
million in total assets, $2.47 million in total liabilities and
$903,439 in total stockholders' equity.


TEAM FINANCIAL: U.S. Trustee Seek to Convert Case to Ch. 7
----------------------------------------------------------
BankruptcyData.com reports that the U.S. Trustee assigned to the
Team Financial case filed with the U.S. Bankruptcy Court a motion
to appoint a Chapter 11 Trustee or, in the alternative, convert
the Chapter 11 reorganization proceeding to a Chapter 7
liquidation.

The U.S. Trustee asserts, "These cases require independent
fiduciary management by a Chapter 11 Trustee to propose Chapter 11
Plans, direct and continue litigation with the FDIC, to manage the
winding-up of the assets of the business to maximize payments to t
creditors, and to take other appropriate measures..."

                        About Team Financial

Team Financial Inc. is a financial holding company. The Company
offers a range of community banking and financial services through
21 locations in Kansas, Missouri, Nebraska and Colorado through
its banking subsidiaries, Team Bank and Colorado National Bank.
Its presence in Kansas consists of nine locations in the Kansas
City metropolitan area and three locations in southeast Kansas.
The Company operates at two locations in south-western Missouri,
three in metropolitan Omaha, Nebraska, and four in metropolitan
Colorado Springs, Colorado. The Company offers financial services
to its retail and commercial banking customers including personal
and corporate banking services, mortgage banking, trust and estate
planning, and personal investment financial counseling services.

Team Financial and its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Kansas Case Nos. 09-10925 to 09-10927).

Edward J. Nazar, Esq., at W. Thomas Gilman, Esq., at Redmond &
Nazar, L.L.P., in Wichita, Kansas, represent the Debtor as
counsel. In its petition, the Debtor listed $692,410 in total
assets and $26,681,000 in total debts.


TEARLAB CORPORATION: Posts $1.97 Million Net Loss in 2nd Quarter
----------------------------------------------------------------
TearLab Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.97 million on $716,000 of revenue for the three
months ended June 30, 2012, compared with a net loss of
$4.81 million on $468,000 of revenue for the comparable period
last year.

For the six months ended June 30, 2012, the Company had a net loss
of $11.07 million on $1.14 million of revenue, compared with a net
loss of $6.47 million on $1.29 million of revenue for the same
period in 2011.

The Company's balance sheet at June 30, 2012, showed
$21.59 million in total assets, $7.72 million in total current
liabilities, and stockholders' equity of $13.87 million.

As reported in the TCR on April 9, 2012, Ernst & Young LLP, in San
Diego, California, expressed substantial doubt about TearLab'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 of the Company's recurring losses
from operations and working capital deficit.

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

                       http://is.gd/izd4mw

TearLab Corp. is an in-vitro diagnostic company based in San
Diego, California.  The Company is commercializing a proprietary
tear testing platform, the TearLab(R) Osmolarity System that
enables eye care practitioners to test for highly sensitive and
specific biomarkers using nanoliters of tear film at the point-of-
care.


TENNESSEE GAS: S&P Raises Corp. Credit Rating From 'BB' to 'BBB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on natural gas transport company Tennessee Gas
Pipeline Co. (TGP) to 'BBB' from 'BB'. "We removed the ratings
from CreditWatch, where they were placed with positive
implications on April 27, 2012. In addition, we withdrew our
recovery rating on the senior unsecured debt because this debt is
now investment grade. The outlook is stable," S&P said.

"Our corporate credit rating on TGP reflects the corporate credit
rating of parent company KMP," said Standard & Poor's credit
analyst William Ferara. "TGP is a wholly owned subsidiary of KMP,
and KMP management has a considerable influence over the company's
financial and governance policies. Therefore, we align our ratings
on TGP with our ratings on KMP."

"On Aug. 13, 2012, Kinder Morgan Energy Partners L.P. (KMP)
completed the acquisition of 100% of Tennessee Gas Pipeline Co.
(TGP; BBB/Stable/--) and a 50% interest in El Paso Natural Gas Co.
(EPNG; BB/Stable/--) for about $6.22 billion, including about $1.8
billion in assumed debt at TGP and about $560 million of
proportional debt at EPNG," S&P said.

"We view TGP as having an 'excellent' business risk profile under
our criteria. Credit strengths specific to TGP are its stable
customer base, nearly fully contracted volumes, and access to
sizable natural gas basins with favorable production cost
characteristics. Partly offsetting these strengths are relatively
short-duration pipeline contracts. TGP has offset some of this
risk by renegotiating most of its expiring near-term contacts with
a change in its tariff structure, which should increase
reservation revenues," S&P said.

"The rating outlook on TGP is stable and reflects our rating
outlook on KMP. The company is a wholly owned subsidiary of KMP,
and its corporate credit rating will be in line with our rating on
KMP. KMP will exert significant control over TGP, especially
regarding its financial policies and growth projects," S&P said.


TESORO CORP: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Tesoro Corp. and maintained the stable outlook.
"We also affirmed our 'BB+' senior unsecured and 'BBB' senior
secured issue-level ratings. As of June 30, 2012, Tesoro had
nearly $1.7 billion of total debt," S&P said.

"The acquisition of the Carson City refinery assets increases
Tesoro's refining capacity by about 265,000 barrels per day, while
adding production flexibility to Tesoro's West Coast refining
operations. The refinery is complex, with a 13.3 Nelson complexity
score, but moreover is adjacent to Tesoro's existing Wilmington
refinery, which should provide operational efficiencies and allow
the combined refineries to produce a greater proportion of
distillates (as opposed to gasoline), for which demand is higher,"
S&P said.

"We base the ratings on U.S.-based Tesoro on our view of the
company's 'fair' business risk profile as a larger, albeit
geographically concentrated independent oil refiner, and its
'intermediate' degree of financial risk," said Standard & Poor's
credit analyst Manish Consul.

"The stable rating outlook reflects our expectations that Tesoro
will successfully integrate the Carson City refining and logistics
operations while maintaining moderate financial leverage and
managing upcoming carbon tax regulation in California that could
pressure profitability. Although greater scale and possible
synergies strengthen the credit, we continue to have concerns
regarding longer-range profit potential amid a weak economy and
the quantitative impact of regulatory issues in California. We
currently view the likelihood of a rating upgrade as limited in
the near term. In the interim, we believe there is significant
leeway in the rating to sustain periods of subpar financial
performance owing to cyclical factors, although we could reassess
the rating if--contrary to our current expectations--we came to
believe that the company's adjusted debt to EBITDA would rise
above 3x assuming a normalized refining margin environment," S&P
said.


THINKFILM INC: Bad Press Hurt Financier in $660MM Miramax Sale
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that Hollywood
financier David Bergstein testified Friday that The Walt Disney
Co. forced him to take a back seat in its $660 million sale of
Miramax Films after his former attorney leaked information to the
press about his troubled companies, resulting in negative press
that Disney worried would taint the deal.

Bankruptcy Law360 relates that Mr. Bergstein said attorney Susan
Tregub, who is facing potential damages of up to $296 million for
allegedly helped Aramid Entertainment Fund Ltd. put five of his
companies in involuntary bankruptcy, was The Hollywood Reporter's
source.

                       About Thinkfilm, et al.

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TOM MARTINO: To Pursue Conversion of Chapter 7 Case to Chapter 11
-----------------------------------------------------------------
Heather Draper at Denver Business Journal, citing court documents,
reports that Tom Martino has filed a motion to delay his Chapter 7
discharge order until October 5 so that he can pursue conversion
of his Chapter 7 case to one under Chapter 11.  Mr. Martino said
Chapter 7 trustee Simon Rodriguez isn't trying to settle his case.

"If meaningful settlement discussions, nay, any discussions,
cannot be had with the trustee, debtor contemplates the conversion
of his case to one under Chapter 11," the report says, citing the
motion filed July 24.  "Debtor is entitled to an expeditious
resolution of his Chapter 7 proceeding."

Mr. Martino filed for Chapter 7 bankruptcy on Sept. 2, 2011,
listing assets of $1.37 million and liabilities of $78.6 million.
He later amended the bankruptcy filing Oct. 1, listing a total
assets of $2.3 million and liabilities of $46.4 million.

Mr. Martino has appeared on radio and TV talking about consumer
issues for many years and operates the Troubleshooter.com Web
site.


TRI-VALLEY: Receives Court Approval to Tap Its DIP Loan
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
Tri-Valley Oil and natural-gas company Tri-Valley Corp. received
approval during its first Chapter 11 hearing Thursday to tap $1.08
million worth of its bankruptcy financing.

As reported in the Aug. 9, 2012 edition of the TCR, 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.  The Debtors
are required to:

   * file a motion for approval of the auction procedures within 5
     days following the Petition Date;

   * obtain approval of the auction procedures within 30 days of
     the Petition Date;

   * conduct the auction within 75 days of the Petition Date;

   * obtain approval of the sale within 80 days of the Petition
     Date; and

   * close the sale of the assets within 90 days of the Petition
     Date

Tri-Valley already owes Gamble $7,198,079 for secured loans
provided prepetition.  The Debtors also owe $527,800 under an
unsecured promissory note issued to Gary D. Borgna and related
entities.  The Debtors estimate that the total unsecured debt,
including the note, is $9.4 million

                      About Tri-Valley Corp.

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.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.


TRIBUNE CO: Says Appeals Could Cause Up to $3 Billion Damage
------------------------------------------------------------
Tribune Co. said a delay in the implementation of the company's
Chapter 11 plan of reorganization could cause at least $1.548
billion to $3 billion damage.

The statement comes after Tribune creditors have filed appeals to
review Judge Kevin Carey's July 23 decision, which confirmed the
newspaper chain's restructuring plan.  The creditors also want
the order suspended temporarily until a higher court hears their
appeals.

"Sentencing the company to remain in bankruptcy for additional
months or years would harm the company in numerous material and
distinct ways," argued Norman Pernick, Esq., at Cole Schotz
Meisel Forman & Leonard P.A., in Wilmington, Delaware, on behalf
of Tribune Co. and its debtor affiliates.

Mr. Pernick expressed concern the company would incur significant
costs from the delay.  He pointed out that during a recent period
of relative calm in its bankruptcy case, Tribune spent as much as
$4.7 million per month.

The creditors' bid for temporary suspension must be denied or
conditioned upon the posting of a bond to cover the projected
damages from the delay, the lawyer said in court papers.

In another filing, Tribune asked Judge Kevin Carey to deny
approval of the motions filed by EGI-TRB LLC and a group of bond
trustees for certification of their appeals.  The objectors are
seeking to have their case heard by the 3rd U.S. Circuit Court of
Appeals in Philadelphia.

Bond trustees, Law Debenture Trust Co. of New York and Deutsche
Bank Trust Co., have challenged the July 23 order, saying the
restructuring plan undercompensates senior bondholders relative to
other, similarly situated creditors.

Another bond trustee Wilmington Trust Co. complained the structure
for handling creditor claims unfairly discriminates against
holders of Tribune notes.

The bankruptcy judge's decision also drew flak from junior
creditors led by New York-based investment fund Aurelius Capital
Management LP.

The group said the settlement of claims, which is part of the
restructuring plan is unreasonable, pointing out that holders of
some $2 billion in Tribune debt stand to recover very little
under the settlement, and are being barred from suing the banks
that financed the 2007 leveraged buyout of Tribune.

Judge Carey of the U.S. Bankruptcy Court for the District of
Delaware will hold a hearing on August 17 to consider approval of
the motions to suspend the July 23 order.

Meanwhile, in a recent filing with the Federal Communications
Commission, Tribune said it was legally free to leave bankruptcy
as of Monday last week.  However, FCC action also is necessary
before the company can implement its restructuring plan because
its broadcast licenses will be put into the hands of new owners,
Dow Jones reported.

Tribune said regulatory review could take months and "there is a
very real risk" that an appeal delay could impede action before
the FCC, according to the report.

                 Bond Trustees Seek More Time to
                      File Records on Appeal

In a related development, Law Debenture and Deutsche Bank are
seeking additional time to file their record and statement of
issues on appeal.

The bond trustees asked for approval to file the record until one
business day following the bankruptcy court's decision on their
motion to suspend its July 23 order and to certify the appeal.

"The additional time will allow [the bond trustees] to coordinate
the transmission of all of the documents it intends to include in
the record. . . in a manner that is most convenient and
efficient," said the trustees' lawyer, Garvan McDaniel, Esq., at
Bifferato Gentilotti LLC, in Wilmington, Delaware.

Another bond trustee, Wilmington Trust, also asked for approval
to file its record and statement of issues on appeal until the
later of one business day following the filing of the record on
appeal by Law Debenture and Deutsche Bank.

Meanwhile, Aurelius Capital objected to the motion filed by
Tribune and other proponents of the restructuring plan to extend
the deadline for filing designation of additional items in
connection with the junior creditor's appeal.

Aurelius Capital described the move as a "brazen and unfair delay
tactic" to prejudice its appellate rights.

                             EGI-TRB

EGI-TRB LLC appealed Judge Kevin Carey's order confirming the
Chapter 11 plan of reorganization of Tribune Co. and its
affiliated debtors.  The company is challenging the bankruptcy
judge's interpretation of its subordination agreement as well as
his ruling that its claims against Tribune's bankruptcy estate are
subordinated to nearly all other creditors' claims.  EGI-TRB also
filed a motion for certification of the appeal.

                         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: Wins OK for BofA, Merrill Exit Financing Deal
---------------------------------------------------------
Tribune Co. and its affiliated debtors received a go-signal to
enter into an agreement with Bank of America and Merrill Lynch,
Pierce, Fenner & Smith in connection with exit financing.

The agreement authorizes the newspaper chain to pay certain fees
and expenses and furnish certain indemnities related to the
financing.  The funding consists of a $300 million asset-based
senior secured credit with a letter of credit sub-facility of up
to $100 million.

On July 23, 2012, Judge Carey confirmed the Fourth Amended Joint
Plan of Reorganization proposed by Tribune, the Official
Committee of Unsecured Creditors, Oaktree Capital Management,
L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank N.A.

The restructuring plan contemplates that the newspaper chain may,
in its discretion, enter into a post-effective date facility.

                         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: Taps Paul Weiss as Post-Emergence Financing Attorney
----------------------------------------------------------------
Tribune Co. and its affiliated debtors asked the U.S. Bankruptcy
Court for the District of Delaware to approve the hiring of Paul,
Weiss, Rifkind, Wharton & Garrison LLP as special counsel.

Tribune tapped the firm in connection with certain transactional
matters related to the company's entry into post-emergence
financing facilities contemplated under its Chapter 11 plan of
reorganization.

Paul Weiss will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
range from $830 to $1,120 for partners, $760 to $795 for counsel,
$425 to $720 for associates, and $85 to $250 for para-
professionals.

The firm does not hold or represent interest adverse to Tribune
or its estates, according to a declaration by Andrew Rosenberg,
Esq., a partner at Paul Weiss.

A court hearing to consider approval of the request is scheduled
for September 5.  Objections are due by August 29.

                         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.

On July 23, 2012, Judge Carey confirmed the Fourth Amended Joint
Plan of Reorganization proposed by Tribune, the Official
Committee of Unsecured Creditors, Oaktree Capital Management,
L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank N.A.

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 FINANCE: Moody's Assigns 'B1' Rating to $650MM Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Tronox Limited's
proposed senior unsecured notes due 2020. Tronox's Ba3 Corporate
Family Rating (CFR) and the Ba2 rating on the term loan were
affirmed. Moody's assigned a SGL-1 Speculative Grade Liquidity
Rating reflecting the very good liquidity position of Tronox. The
proceeds from the notes will be used to fund approximately $400
million of share repurchases and for general corporate purposes.
The ratings outlook is stable.

The following summarizes the ratings:

Ratings affirmed

Tronox Ltd.

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3

Tronox Pigments (Netherlands) BV

$700mm sr sec term loan B -- Ba2 (LGD3, 30%) from Ba2 (LGD3, 42%)

Ratings assigned

Tronox Finance LLC

$650mm senior unsecured notes -- B1 (LGD5, 79%)

Tronox Ltd.

Speculative Grade Liquidity Rating - SGL-1

Outlook - Stable

Rating Rationale

Tronox's Ba3 CFR reflects its strong operating performance,
liquidity and credit metrics, along with Moody's expectation that
it will maintain relatively high profit margins during 2012-2013
compared to long-term historical averages. The ratings are
supported by Tronox's position as the fifth largest titanium
dioxide (TiO2) global producer, geographically diverse production
assets, a global sales base, long-standing TiO2 customer
relationships, economies of scale at its Hamilton plant, access to
its own chloride production technology and backward vertical
integration into the production of titanium ore following the June
2012 acquisition of the Exxaro Mineral Sands business. The ratings
are limited by the cyclical nature of the TiO2 industry. Moody's
believes the TiO2 industry is currently enjoying peak profit
margins. However, the demand decline which started in the fourth
quarter of 2011 is expected to pressure TiO2 selling prices and
margins over the next six months, if global macroeconomic
conditions and TiO2 demand do not improve. Thus far the largest
global producers have remained disciplined and maintained pricing
on TiO2 pigments. The industry has historically not been able to
maintain pricing in such an environment for very long.

The acquisition of the Exxaro Mineral Sands business resulted in a
more favorable business profile and places Tronox in a better
position to weather the vagaries of the business cycle with
stronger and more stable earnings. The backward vertical
integration provides a secure supply of titanium ore when ore
supplies are relatively tight, eliminates the negative impact of
ore feedstock price increases and allows the company to generate
higher margins over the value chain, including planned synergies.
The vertical integration into titanium ore is expected to provide
a higher level of cash flow over the cycle, allowing for a more
levered capital structure. It will have a long ore position,
allowing it to capitalize on rising ore prices. However, this
acquisition is subject to normal integration risks. While Tronox
has some familiarity with the titanium ore business through its
Tiwest joint venture in Australia, it does not have experience
with operations such as the Exxaro Minerals Sands business in
South Africa.

The rating outlook is stable. Moody's expects the company to
maintain credit metrics supportive of a rating higher than the
actual assigned rating, given the peak industry conditions, such
that its capital structure will be supportive of the current
rating throughout the industry's cycle. The rating could be
upgraded should the company maintain less than $1.3 billion of
balance sheet debt, continue to generate high margins and
macroeconomic conditions supported high TiO2 production capacity
utilization rates. There is little downward pressure on the
ratings at this time, given the robust profit margins and
relatively low leverage for the rating. The rating could be
downgraded should Free Cash Flow to Debt fall below 4% and
leverage increase above 3.5x on a sustained basis.

The principal methodology used in rating Tronox Limited 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.

Tronox Limited, headquartered in Stamford, CT, is the world's
fifth largest producer of titanium dioxide and a producer of
titanium ore feedstocks through the recently acquired Exxaro
Mineral Sands business. It operates three plants in Hamilton, MS,
Botlek, The Netherlands, and Kwinana, Australia. The company is
also a producer of electrolytic chemicals (approximately 8% of
revenues in 2011 - prior to the Exxaro Mineral Sands acquisition).
Tronox's revenues were $2.5 billion for the year ended June 30,
2012 (pro forma for the Exxaro Mineral Sands acquisition).


TRONOX FINANCE: S&P Rates $650MM Senior Notes Due 2020 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'5' recovery rating to Tronox Finance LLC's $650 million senior
notes due 2020. "The '5' recovery rating indicates our expectation
for a modest (10%-30%) recovery in the event of a payment
default," S&P said.

"We also revised our recovery ratings on Tronox's senior secured
term loan to '1' from '2' and raised our issue rating to 'BBB-'
from 'BB+'. The '1' recovery rating indicates our expectation for
a very high (90%-100%) recovery in the event of a payment
default," S&P said.

"At the same time, we affirmed our 'BB' corporate credit rating on
Tronox Ltd. The outlook is stable," S&P said.

"Following Tronox Ltd.'s acquisition of Exxaro Mineral Sands, the
company has become the top entity in the corporate structure. As a
result, we also withdrew our 'BB' corporate credit rating on
Tronox Inc.," S&P said.

"The ratings on Tronox reflect the company's focus on the cyclical
TiO2 market, the potential for some margin contraction, and
exposure to demand variations that reflect economic growth in key
markets," said credit analyst Seamus Ryan. "The ratings also
reflect the company's good geographic diversity, its position as
the only fully vertically integrated global TiO2 producer, and our
expectation that favorable industry conditions will support
operating performance and cash flow over the next year."

"The stable outlook reflects our expectation that operating
performance will support Tronox's significant financial risk
profile despite an increase in debt in 2012. We expect management
will maintain a prudent approach to its capital structure and
funding shareholder rewards," S&P said.

"We could raise the ratings modestly if weak volume trends turn
around and the company can resume double-digit annual TiO2 selling
price increases. In this scenario, EBITDA margins would continue
to improve and FFO to debt would increase to and remain above
40%," S&P said.

"We could lower the ratings if volumes continue to decline over
the next year and lead to a double-digit percentage reduction in
TiO2 selling prices without offsetting improvements in the
titanium feedstock business. In this scenario, FFO to debt could
fall below 30% without near-term prospects for improvement," S&P
said.


US FIDELIS: Committee Resolves Objections to Liquidating Plan
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of US Fidelis Inc.
filed a Chapter 11 Plan of Liquidation for the Debtor that is
based on a global settlement with the Debtors, the unsecured
creditors, and WARN litigation claimants, among other key parties.
A copy of the Plan dated June 5, 2012, is available at:
http://bankrupt.com/misc/US_Fidelis_Comm_Plan_060512.pdf

According to a July 13 document, the institutional creditors who
had actively participated in the Chapter 11 case, including Mepco
Financial Corporation and Warrantech Corporation, supported the
Plan, as did the majority of the states attorneys general,
including the California Attorney General.  No state attorney
general opposed confirmation, and neither did the Office of the
United States Trustee.

Four individual consumer creditors did not support confirmation of
the Plan.   The first, Mr. Robert Schulz, filed pro se an
objection.  The remaining three are individuals from California --
named plaintiffs in a U.S. District Court action against Mepco
pending in the Northern District of California.

The Creditors Committee on July 13 obtained from Judge Charles E.
Rendlen approval to amend the Plan to change in the treatment of
the claims alleged against the estate by the objectors.
Specifically, the UCC is creating a new class for the Objectors?
claims and to pay in full their claims (totaling the nominal
amount of $11,205) upon the effective date of the Plan.  As a
result of the changes, the judge held that the objectors are now
in an unimpaired class and therefore lacked standing to object to
the Plan.

The Creditors Committee also said July 14 that Schultz has
withdrawn his objection to the Plan.

Confirmation hearing on the Plan was held July 16.  No
confirmation order has been entered so far.

The Creditors Committee is represented by:

         THOMPSON COBURN LLP
         David A. Warfield, Esq.
         Brian W. Hockett, Esq.
         One US Bank Plaza, Suite 2600
         St. Louis, MO 63101
         Telephone: (314) 552-6000
         Telecopier: (314-552-7000
         E-mail: bhockett@thompsoncoburn.com
                 dwarfield@thompsoncoburn.com

                         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.


VANN'S INC: DIP Loan Requires Plan Filing or Sale by October
------------------------------------------------------------
Vann's Inc. obtained interim Court orders authorizing it to:

     -- obtain postpetition financing from First Interstate Bank
        or its affiliates to fund, among other things, the
        Debtor's ongoing working capital needs;

     -- use "cash collateral" in which First Interstate Bank,
        GE Commercial Distribution Finance Corporation, and others
        have or may have an interest;

     -- grant, as of the Petition Date, adequate protection to the
        Lenders.

The Interim Order permits Vann's to borrow up to $500,000.
Pursuant to the Secured Superpriority Debtor-In-Possession
Financing Term Sheet, First Interstate Bank has committed to
provide up to $2,000,000 in revolving loans.

Vann's has stipulated that it owes First Interstate Bank
$3,986,423 as of Aug. 4, 2012.

The DIP loan bears interest as determined by Wall Street Journal
Prime plus 4.75% per annum.  Vann's is also required to pay a
commitment fee of $40,000 and tail end fee of $40,000 upon the
completion of any plan of reorganization approved by the Court,
orderly liquidation by the Debtor, or other outcome after which
the Debtor emerges from bankruptcy.

The DIP loan matures on the earliest of (i) Jan. 30, 2013; or (ii)
completion of an orderly liquidation and winding up of the
Debtor's operations; or (iii) the effective date of a plan of
reorganization for the Debtor.

The initial advance under the DIP loan is conditioned, among other
things, on:

    -- the approval of the employment of Gerald McConnell as Chief
       Executive Officer of the Debtor by the Bankruptcy Court;
       and

    -- approval of the employment of Hamstreet and Associates as
       financial advisors to the Debtor by the Bankruptcy Court.

The DIP Term Sheet provides for these restructuring benchmarks:

     * Vann's will file Chapter 11 on or before Aug. 5, 2012;

     * The Interim Order will be entered by Aug. 9, 2012;

     * The Final Order will be entered by Aug. 31, 2012;

     * Within 10 days of the bankruptcy filing, Vann's Inc. will
       provide budgets to the DIP Lender along with projected cash
       flow analysis for a six-month period in a form satisfactory
       to the Lender in its sole discretion;

     * Within 30 days of the Petition date and any proposed
       advance of the DIP Loan once an aggregate of $500,000 has
       been previously advanced to the Debtor, to the extent GE
       has a valid debt or claim secured by an interest in
       property of the estate, the Debtor will have voluntarily
       surrendered to GE Collateral with a value of $1,500,000 and
       will receive credit and a corresponding reduction of GE's
       debt equal to $1,500,000, allowing for a 5% variance.

     * Within 60 days of the petition date, the Debtor will have
       filed with the Bankruptcy Court a Chapter 11 Plan approved
       and consented to by the Lender, and will have delivered to
       the Lender a plan for an orderly liquidation of all
       remaining inventory and winding up of its operations should
       the plan fail to be feasible or otherwise not confirmable.
       If the Lender does not approve or consent to the Debtor's
       proposed Chapter 11 Plan, or if the plan proves to be
       infeasible or otherwise not capable of confirmation, the
       Debtor will initiate and proceed with its plan for an
       orderly liquidation.  Any of the time periods may be
       extended by agreement of the Debtor and the Lender, in the
       Lender's sole discretion.  Consent of no other party or the
       Court is required, but the Debtor will undertake to file
       notice of any such extension.

The DIP Term Sheet also provides for events of default, which
include the entry of a Bankruptcy Court order confirming a plan of
reorganization or approving a transaction pursuant to which a sale
or other liquidation of all or substantially all of the assets of
the Debtor is contemplated, which does not (i) contain a provision
for the payment in full in cash of all obligations of the Debtor
to the DIP Lender on or before the effective date of such plan or
such Sale Transaction and (ii) provide for the continuation of the
liens and security interests granted to the Lender and priorities
until the plan's or Sale Transaction's effective date.

GE Commercial Distribution Finance Corporation, which provided
inventory financing to Vann's prepetition, objected to the
Debtor's request to use cash collateral.  According to GE,
pursuant to an Intercreditor Agreement between GE and First
Interstate Bank, First Interstate has subordinated its interests
in the collateral and GE has a valid and enforceable first
priority, security interest in the Debtor's inventory.
Prepetition, Vann's defaulted on the financing agreement with GE.
According to GE, the Debtor's request would give First Interstate
a first lien position on the Collateral in violation of the
Intercreditor Agreement.

The Interim Order, however, provides that objections to the
Debtor's request are summarily overruled to the extent not
resolved.

The Court will hold a final hearing on the request on Aug. 29,
2012 at 11:00 a.m.  Objections are due Aug. 24.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

Hamstreet may be reached at:

          Clyde A. Hamstreet
          HAMSTREET AND ASSOCIATES, LLC
          One SW Columbia St., Suite 1000
          Portland, OR
          Tel: (503) 223-6222
          Fax: (503) 546-6579
          E-mail: info@hamstreet.net

GE Commercial Distribution Finance Corporation is represented by:

          John P. Paul, Esq.
          LAW OFFICES OF JOHN P. PAUL, PLLC
          410 Central Avenue, Suite 519
          P. O. Box 533
          Great Falls, MT 59403
          Tel: 406-761-4422
          Fax: 406-761-2009
          E-mail: johnpaul@qwestoffice.net

               - and -

          Gary L. Vincent, Esq.
          HUSCH BLACKWELL LLP
          190 Carondelet Plaza, Suite 600
          St. Louis, MO 63105
          Tel: 314-480-1727
          Fax: 314-480-1505
          E-mail: gary.vincent@huschblackwell.com

First Interstate Bank, the DIP Lender, is represented by:

          Benjamin P. Hursh, Esq.
          CROWLEY FLECK PLLP
          305 S. Fourth St. East, Suite 100
          Missoula, MT 59807
          E-mail: bhursh@crowleyfleck.com


VANN'S INC: Hiring Dye & Moe as Chapter 11 Counsel
--------------------------------------------------
Vann's Inc. filed papers with the Bankruptcy Court seeking formal
approval to hire as its Chapter 11 counsel:

          Harold V. Dye, Esq.
          DYE & MOE, P.L.L.P.
          216 W Main St, Ste 200
          Missoula, MT 59802
          Telephone: (406) 203-4746
          Facsimile: (406) 721-1616
          Email: hdye@dyemoelaw.com

Dye & Moe attests it represents no interest adverse to the Debtor;
it has no connection with the creditors, or any other party in
interest, or their attorneys and accountants, the United States
Trustee, or any person employed in the office of the United States
Trustee; and it is a "disinterested person" as defined in 11
U.S.C. 101(14).

Notwithstanding, Dye & Moe disclosed it represents John Giuliani,
an outside director of the Debtor, in matters that have no
connection with the Debtor's case.  To counsel's knowledge there
are no known adverse relations between the Debtor and Mr.
Giuliani. If a dispute were to arise between Mr. Giuliani and the
Debtor, the firm said it would recuse itself and not represent
either party.

The firm's hourly rates are:

          Harold V. Dye    Attorney          $300 per hour
          Ann M. Adler     Paralegal          $60 per hour

The Debtor has paid the firm a $2,500 retainer.  All of was
applied to pre-petition services.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.


VELO HOLDINGS: Court Extends Plan Filing Period to Nov. 28
----------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York, at the behest of Velo Holdings
Inc., et al., extended the Debtors' exclusive periods to file and
solicit acceptances for the proposed Chapter 11 plan until
Nov. 28, 2012, Jan. 27, 2013, respectively.  The Debtors said they
need additional time to stabilize and operate their businesses and
to engage in further coordinated efforts with the Prepetition
Lenders, the Official Committee of Unsecured Creditors and other
parties-in-interest to reach plan confirmation.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VENTANA 20/20: Chapter 11 Status Hearing Set for Sept. 6
--------------------------------------------------------
The Bankruptcy Court in Tucson, Arizona, will hold a status
hearing in the Chapter 11 case of Ventana 20/20 LP on Sept. 6,
2012, at 10:15 a.m. at 38 S. Scott Avenue, Courtroom 446, in
Tucson.

A Meeting of Creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Sept. 13, 2012 at 11:00 a.m. at U.S. Trustee Meeting Room,
James A. Walsh Court, 38 S Scott Ave, St 140, also in Tucson.

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
estimated assets and debts of at least $10 million.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case. Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.


VERSO PAPER: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Memphis,
Tenn.-based Verso Paper Holdings LLC (Verso Paper) to negative
from stable and affirmed its ratings on the company, including its
'B' corporate credit rating.

"The outlook revision follows Verso Paper's weaker-than-expected
second-quarter earnings results resulting from sluggish economic
growth and advertising spending," said Standard & Poor's credit
analyst Tobias Crabtree. "While we expect seasonal factors to lead
to a sequential improvement in Verso Paper's earnings over the
second half of 2012, credit measures are now likely to remain weak
for the 'B' rating through the remainder of 2012."

"The corporate credit rating on Verso Paper reflects Standard &
Poor's view of the combination of its 'highly leveraged' financial
risk and 'weak' business risk. Our ratings incorporate the
company's limited product diversity, substitution risks due to
changing customer preferences for greater electronic content, and
vulnerability to fluctuations in input costs and selling prices.
In addition, despite our expectation that credit measures will
remain somewhat weak over the next several quarters, we expect
liquidity to remain 'adequate,' attributable to its cash position,
credit facilities, and manageable near-term debt maturity profile
following the completed exchange offers in the first half of
2012," S&P said.

"Verso is the second-largest coated paper manufacturer in North
America and accounts for about 15% of total production capacity. A
substantial proportion of its sales are to catalogs and magazines
end users, which we believe are susceptible to substitution risks
due to changing customer preferences for greater electronic
content, particularly with increased penetration of e-readers and
tablet computers," S&P said.

"At this time, our ratings do not take into consideration a
potential merger of Verso Paper with bankrupt competitor NewPage
Corp. (D/--). If a proposal for a combination were to become more
likely, we would reassess any potential ratings impact on Verso
Paper, including possible synergy benefits and deleveraging
through a business combination of the two largest coated paper
manufacturers in North America," S&P said.

"The negative rating outlook reflects the possibility that we
could downgrade Verso Paper over the next several quarters if the
anticipated sequential improvement in the company's EBITDA fails
to transpire resulting in interest coverage remaining in the low
1x area. Under this scenario, liquidity would likely weaken and
the company would likely need to rely on borrowings under its
revolving credit facilities to fund operating requirements," S&P
said.

"We could revise the rating outlook to stable if Verso Paper were
to demonstrate sustained profitability throughout the next several
quarters such that we were confident the company will be able to
generate positive free cash flow in 2013. In addition, we would
expect the company to be able to successfully repay or refinance
Verso Paper Finance Holdings LLC's February 2013 term loan
maturity," S&P said.


VICTORY ENERGY: Re-Engages WilsonMorgan LLP as Accountant
---------------------------------------------------------
Victory Energy Corporation, through the Audit Committee of its
Board of Directors and with the ratification of its Board of
Directors, dismissed Weaver and Tidwell, LLP, as the Company?s
independent registered public accounting firm and re-engaged
WilsonMorgan LLP as the Company's independent registered
accounting firm.

Weaver was engaged on June 18, 2012, and had never reviewed or
reported on any of the Company's financial statements.
WilsonMorgan was previously the Company's independent registered
accounting firm and reported on the Company's financial statements
for the fiscal years ended Dec. 31, 2011, 2010, 2009, 2008, and
2007, and reviewed the interim financial statements for the
quarters ended thereon.  WilsonMorgan also reviewed the Company's
most recent interim financial statements for the quarter ended
March 31, 2012.

Prior to engaging WilsonMorgan, the Company did not consult with
them regarding the application of accounting principles to a
material, specific completed and contemplated transaction
regarding the type of audit opinion that might be rendered by
WilsonMorgan on the Company's financial statements.

There was a disagreement with Weaver on how the Company should
present its financial statements for the year ended Dec. 31, 2011,
and the quarter ended March 31, 2012, which were not reported on
by or reviewed by Weaver, respectively.  Weaver asserted that non-
controlling interest should be presented in the Company's
financial statements.  The Company does not believe that the
presentation of non-controlling interest on its financial
statement is appropriate.  The Company dismissed Weaver and re-
engaged WilsonMorgan because it was concerned that it could not
meet its SEC filing deadline without this change.

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.53 million in total assets, $453,316 in total liabilities and
$2.08 million in total stockholders' equity.


VIEW SYSTEMS: Errors Found on 2010 and 2011 Periodic Reports
------------------------------------------------------------
View Systems Inc.'s board of directors reports that the Company's
previously issued financial statements, covering the year ended
Dec. 31, 2010, through the third quarter of 2011, should no longer
be relied upon because of errors in those financial statements.

In conjunction with the Company's previously reported change of
independent accountants, the Company engaged an outside consultant
to perform a review of 100% of the Company's 2011 revenue
arrangements and to identify any misapplication of US GAAP with
respect to those arrangements.  As a result of this review, the
Company determined to restate its financial statements as of and
for the period ended Dec. 31, 2010, to reflect a correction to an
understatement of deferred income that resulted from allocating
the revenue received under extended warranty arrangements over the
life of the warranty.  Also, the Company is correcting a revenue
overstatement due to recognition of sales prior to the
installation of the Company's products.  As a result of reducing
sales revenue there was a corresponding reduction in cost of sales
and accounts payable.  In addition, the Company is restating its
Dec. 31, 2010, financial statements due to the reclassification of
common stock that was issued to a holder of a note payable.  The
Company had originally recorded the issuance of the stock as a
payment in full for the note and related costs however after a
further review of the legal documents it was determined that the
debt was not satisfied but instead the ultimate resolution of the
debt was contingent on events that were still unfolding.  Because
of the errors that are being corrected, the Company will revise
management's report on internal controls over financial reporting
to conclude that the Company's internal controls over financial
reporting were not effective.  The Company will file Amendment No.
2 to its Form 10-K for the year ended Dec. 31, 2010, to disclose
the restated financial statements for Dec. 31, 2010, as soon as
practicable.

The correction and restatement to the Company's financial
statements for the year ended Dec. 31, 2010, also results in
corrections and restatements to the Company's financial statements
included in Forms 10-Q filed for periods ending in 2011.  The
Company is amending its Forms 10-Q for the periods ending
March 31, 2011, June 30, 2011, and Sept. 30, 2011, and will file
them as soon as practicable.

                        About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.

The Company reported a net loss of $368,329 on $576,735 of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $294,065 on $722,042 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.48 million in total assets, $1.82 million in total liabilities,
and a $339,294 total stockholders' deficit.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.


VILLAGIO PARTNERS: Wants to Use Wells Fargo Cash Collateral
-----------------------------------------------------------
Villagio Partners Ltd., and its affiliated debtors at the onset of
the case filed papers with the Bankruptcy Court seeking interim
and final orders authorizing them to use cash collateral to pay
immediate expenses pursuant to 15-day and 90-day budgets.

Wells Fargo Bank, N.A., asserts a first lien position, on among
other things, the accounts receivable and rents generated at the
Debtors' properties.  Wells Fargo's security interests are cross
collateralized and cross guarantied by the Debtor entities.  The
Collateral may constitute the cash collateral of Wells Fargo as
that term is defined in the Bankruptcy Code.

All of the Debtors bills are paid by the non-debtor management
company Commercial Real Ventures Management LLC.  Monthly, the
amounts necessary to pay the Debtors respective bills are
withdrawn from the Debtors' respective accounts and placed in
CRVM's bank account at Wells Fargo.  CRVM is not in bankruptcy;
however, the funds in CRVM's bank account at Wells Fargo
constitute property of the Debtors' bankruptcy estates.

The Debtors said if they are not authorized to spend cash
collateral, they would encounter the possibility of being forced
to cease operations thereby risking the loss of tenants and the
income stream resulting therefrom.

The Debtors propose to grant adequate protection to Wells Fargo in
the form of replacement liens.  The Debtors also said the "result
of the proposed expenditures of cash collateral will be stable
property operations with a continuing stream of rents, thus
providing additional adequate protection to Wells Fargo."

A hearing on the request was set for Aug. 8.

Monica Susan Blacker filed a Notice of Appearance and Request for
Notice on Wells Fargo's behalf.  She may be reached at:

          Monica Susan Blacker, Esq.
          ANDREWS KURTH LLP
          1717 Main Street, Suite 3700
          Dallas, TX 75201
          Tel: 214-659-4576
          Fax: 214-659-4844
          E-mail: monicablacker@andrewskurth.com

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed a bare-
bones Chapter 11 petition (Bankr. S.D.N.Y. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B), estimated assets and debts of at least $10
million.  It says that a real property in Katy, Texas, is worth
$24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the case.

The Debtors are represented by:

          Wayne Kitchens, Esq.
          Steven Shurn, Esq.
          Simon Mayer, Esq.
          Allison D. Byman, Esq.
          HUGHES WATTERS ASKANASE, LLP
          333 Clay Street, 29th Floor
          Houston, TX 77002
          Tel: 713-759-0818
          Fax: 713-759-6834
          E-mail: sshurn@hwa.com
                  smayer@hwa.com
                  abyman@hwa.com


VISUALANT INC: Incurs $737,000 Net Loss in Second Quarter
---------------------------------------------------------
Visualant, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $737,615 on $1.81 million of revenue for the three
months ended June 30, 2012, compared with a net loss of $947,758
on $2.10 million of revenue for the same period during the prior
year.

The Company reported a net loss of $1.92 million on $5.52 million
of revenue for the nine months ended June 30, 2012, compared with
a net loss of $1.71 million on $7.03 million of revenue for the
same period a year ago.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.
The audit report prepared by the Company's independent registered
public accounting firm relating to its financial statements for
the year ended Sept. 30, 2011, includes an explanatory paragraph
expressing the substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.

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

                        http://is.gd/X2xf9k

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.


VITRO SAB: Takes Appeal From Court Ruling Denying Mexican Plan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB urged a federal circuit court of appeals to
reverse a ruling by a U.S. bankruptcy judge in Fort Worth, Texas,
to avoid a "far reaching negative effect" on relations with
Mexico.

According to the report, Vitro is appealing a June ruling from the
bankruptcy judge who concluded that Vitro's Mexican reorganization
plan was "manifestly contrary" to U.S. law and public policy
because it reduced the liability of subsidiaries on $1.2 billion
in defaulted bonds even though the subsidiaries weren't in
bankruptcy in the U.S. or Mexico.

The report relates Vitro appealed to the 5th U.S. Circuit Court of
Appeals in New Orleans and filed its brief on Aug. 10.  The
company opened its brief by quoting Benjamin Cardozo, an early
20th century Supreme Court justice, who said that "we are not so
provincial as to say that every solution to a problem is wrong
because we deal with it otherwise at home."

The report discloses that Vitro proceeded to explain why, in its
view, it was permissible for the court in Mexico to reduce the
debt of non-bankrupt subsidiaries even if the same result might
not have been possible in the U.S. unless the subsidiaries
likewise filed bankruptcy.  Vitro made a point numerous times in
its filing that objecting bondholders were afforded due process in
"extensively but unsuccessfully fighting approval" of the
company's Mexican reorganization plan.

Vitro, according to the report, argues that sophisticated
creditors, like the bondholders who bought the bonds in the
secondary market, shouldn't be allowed to appeal to U.S. courts
"to shield themselves from the effects" of Mexican law that
allowed non-bankrupt subsidiaries to ride the coattails of the
parent.

The report relates the appeal is scheduled for argument in New
Orleans during the week of Oct. 1.  The bondholders will file
their brief supporting the ruling by the bankruptcy court on
Aug. 30.    Vitro can file another brief in reply on Sept. 7.

According to the report, the appeal in the Circuit Court is Vitro
SAB de CV v. Ad Hoc Group of Vitro Noteholders (In re Vitro SAB de
CV), 12- 10689, U.S. 5th Circuit Court of Appeals (New Orleans).
The suit in bankruptcy court where the judge decided not to
enforce the Mexican reorganization in the U.S. is Vitro SAB de CV
v. ACP Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S.
Bankruptcy Court, Northern District Texas (Dallas).  The
bondholders' previous appeal in the circuit court is Ad Hoc Group
of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-11239, U.S. 5th Circuit Court of Appeals (New Orleans).

                          Opening Brief

Casey Neeley at glassBYTEs reports that Vitro SAB has filed its
opening brief to appeal a recent decision by the U.S. Bankruptcy
Court for the District of Northern Texas not to enforce the
company's Mexican plan of reorganization in the U.S.  The appeal
brief was filed in the U.S. Court of Appeals for the Fifth Circuit
last week.  The company had announced its intention to appeal the
case in late June.

According to the report, counsel for Vitro argues in the brief
that, "because the Bankruptcy Court misinterpreted and misapplied
chapter 15 in its consideration of the enforceability of the
Concurso Plan, this court must reverse the enforcement denial
order, direct entry of an order enforcing the Concurso Approval
Order and the Concurso Plan in the United States, and grant Vitro
SAB such further relief as it deems just and proper."

"It should not impede enforcement of a foreign reorganization plan
in a chapter 15 case when it would not even impede confirmation of
the same plan in a chapter 11 case," the report quotes Vitro as
saying in the appeal brief.  "Whether the Bankruptcy Court erred
as a matter of law when, after it concluded that the Concurso
Approval Order was the product of a process that was not corrupt
or unfair to the appellees, it refused to enforce the Concurso
Approval Order solely because the Concurso Plan novated guarantee
obligations of non-debtor parties and replaced them with new
obligations of substantially the same parties."

The report notes the company further argues that "the relevant
policies and provisions of chapter 15 mandate that the Concurso
Plan and the Concurso Approval Order be enforced."

The report relates the appeal also discusses the weight of the
court's decision.  "This appeal -- the culmination of the most
heavily litigated case under Bankruptcy Code chapter 15 since
Congress adopted the Model Law on Cross-Border Insolvency 'to
facilitate cooperation between U.S. courts and foreign bankruptcy
proceedings' -- presents this Court with the opportunity to
embrace the immutable truth expressed by Justice Cardozo a century
ago," writes Vitro.  "The outcome of this appeal is crucial to
international cooperation in cross-border insolvency proceedings,
which the United States has long championed, and to the continued
survival of one of Mexico's largest manufacturing enterprises with
more than 17,000 employees worldwide."

The report adds Vitro officials are hopeful about the strength of
the appeals argument since the company previously was granted
injunctive relief by the appeals court.

The noteholders must file their reply brief by August 30.  Vitro
will have until September 7 to respond.  Oral arguments are
scheduled for the first week of October, the report says.

The appellate case follows a June ruling by a Texas bankruptcy
court, which ruled against the enforcement of Vitro's Mexican Plan
of Reorganization in the United States in June, according to the
report.  In his ruling, the judge stated, "such [an] order
manifestly contravenes the public policy of the United States and
is also precluded from enforcement under 1507, 1521 and 1522 of
the Bankruptcy Code."

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VYSTAR CORPORATION: Had $584,500 Net Loss in Second Quarter
-----------------------------------------------------------
Vystar Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $584,525 on $20,419 of revenues for the
three months ended June 30, 2012, compared with a net loss of
$1.26 million on $125,892 of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $1.27 million on $144,447 of revenues, compared with a net loss
of $2.32 million on $244,931 of revenues for the same period of
2011.

The Company's balance sheet at June 30, 2012, showed
$1.01 million in total assets, $1.96 million in total liabilities,
and a stockholders' deficit of $950,081.

                      Bankruptcy Warning

According to the regulatory filing, there can be no assurances
that the Company will be able to achieve its projected level of
revenues in 2012 and beyond.  "If the Company is unable to achieve
its projected revenues and is not able to obtain alternate
additional financing of equity or debt, the Company would need to
significantly curtail or reorient its operations during 2012,
which could have a material adverse effect on the Company's
ability to achieve its business objectives and as a result may
require the Company to file for bankruptcy or cease operations."

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed
substantial doubt about Vystar's ability to continue as a going
concern, following its results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
recurring losses from operations, a capital deficit, and limited
capital resources.

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

                       http://is.gd/pxwJ2t

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex ("NRL").  This technology reduces antigenic protein
in natural rubber latex products to virtually undetectable levels
in both liquid NRL and finished latex products.


WAVE SYSTEMS: To Complete $1.66 Million Class A Stock Offering
--------------------------------------------------------------
Wave Systems Corp. is selling to investors 2,587,824 shares of its
Class A common stock at a price of $0.6425 per share, yielding
gross proceeds of approximately $1,662,677.  Investors in the
offering will also receive three-year warrants to purchase an
aggregate of 1,293,912 shares of Wave's Class A common stock for
$0.58 per share.  The net proceeds of the financing will be used
to fund Wave's ongoing operations.

Security Research Associates acted as placement agent in
connection with the offering.  The shares and shares underlying
the warrants in this offering are being issued under a $30 million
shelf registration statement declared effective by the Securities
and Exchange Commission on July 22, 2011.  A prospectus supplement
related to the public offering will be filed with the Securities
and Exchange Commission.

A copy of the Placement Agency Agreement is available for free at:

                         http://is.gd/XM8fMs

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $24.59
million in total assets, $19.26 million in total liabilities and
$5.32 million in total stockholders' equity.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WAVE SYSTEMS: Incurs $6.5 Million Net Loss in Second Quarter
------------------------------------------------------------
Wave Systems Corp. reported a net loss of $6.52 million on $7.76
million of total net revenues for the three months ended June 30,
2012, compared with a net loss of $1.82 million on $8.09 million
of total net revenues for the same period during the prior year.

The Company reported a net loss of $14.83 million on $14.74
million of total net revenues for the six months ended June 30,
2012, compared with a net loss of $4.08 million on $15.57 million
of total net revenues for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $24.59
million in total assets, $19.26 million in total liabilities and
$5.32 million in total stockholders' equity.

"Wave has had a productive yet challenging first half of 2012,"
said Wave CEO Steven Sprague.  "Enthusiasm remains strong for the
benefits of trusted computing technology within important industry
sectors.  However, converting interest into steady sales growth
remains one of our biggest challenges.  Q2 revenues were slightly
better than those in the first quarter of this year, but were not
as strong compared to Q2 '11, which benefitted from revenue
recognized from two large enterprise orders.  Expenses have also
increased as a result of the substantial investment Wave has made
to grow its sales infrastructure throughout Europe, expand its
sales force in the US and consolidate the personnel and resources
from the Q3 '11 acquisition of Safend."

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

                         http://is.gd/TNlhZa

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WM SIX FORKS: Windsor Manor in Raleigh Files Chapter 11
-------------------------------------------------------
WM Six Forks, LLC, filed a Chapter 11 petition (Bankr. E.D.N.C.
Case No. 12-05854) on Aug. 12, 2012.

The Debtor disclosed assets of $33.36 million and liabilities of
$49.8 million.  The Debtor owns a 6.61-acre apartment complex
known as Windsor Manor Subdivision in Raleigh, North Carolina,
which property is valued at $32.54 million.  The Debtor also owns
a 15.15-acre property, the value of which is not yet determined.
The Debtors' property serves as collateral to a $39 million debt
to Lenox Mortgage XVI, LLC.  A copy of the schedules filed
together with the petition is available at
http://bankrupt.com/misc/nceb12-05854.pdf

The Debtor on the petition date filed motions to hire Northen
Blue, LLP as counsel, use cash collateral of the prepetition
lender, continue services by utilities, and continue employment of
property managers.


WM SIX FORKS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WM Six Forks, LLC
        1003-B Red Banks Road
        Greenville, NC 27858

Bankruptcy Case No.: 12-05854

Chapter 11 Petition Date: August 12, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: John A. Northen, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: jan@nbfirm.com

                         - and ?

                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: vlp@nbfirm.com

Scheduled Assets: $33,694,906

Scheduled Liabilities: $49,753,702

The petition was signed by William G. Garner, manager of WM6F
Completion & Performance Assoc., LLC.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Lenox Mortgage XVII, LLC           Apartment Complex   $39,000,000
Attn: John Harrelson
Aspen Square Management, Inc.
380 Union Street, Suite 300
West Springfield, MA 01089

Horizon, Inc.                      Windsor Manor          $899,738
1619 Fairway Drive
Reidsville, NC 27320

Shelco, Inc.                       --                     $700,754
5016 Parkway Plaza Boulevard, Suite 100
Charlotte, NC 28217

Tindall Corporation                Windsor Manor          $355,200
P.O. Box 1778
Spartanburg, SC 29304

Southeastern Electrical            --                     $187,707
Distributors, Inc.

Hughes Metal Works, LLC            Windsor Manor           $88,433

Abacus Management Group, LLC       Property Management     $64,727
                                   Services

Time Warner (Fayetteville)         --                       $7,423

Petrucelli Construction            --                       $6,788

Steven Woodlief                    --                       $6,350

Progressive Plumbing & Piping, Inc.--                       $3,896

Carolina Appliance Corporation     --                       $3,888

Baker Roofing Company              --                       $3,084

Thyssenkrupp Elevator Corp.        --                       $2,160

Dreamscapes, LLC                   --                       $2,085

Pacific General, LLC               --                       $2,025

Manning Fulton & Skinner, P.A.     --                       $1,934

Taps & Latches                     --                       $1,772

SimplexGrinnell                    --                       $1,458

Neuwave Systems, Inc.              --                       $1,397


WPCS INTERNATIONAL: First Wilshire Hikes Equity Stake to 11.2%
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, First Wilshire Securities Management, Inc.,
disclosed that, as of June 30, 2012, it beneficially owns
785,616 shares of common stock of WPCS International Inc.
representing 11.2% of the shares outstanding.  First Wilshire
previously reported beneficial ownership of 477,928 common shares
or a 6.6% equity stake as of Dec. 31, 2011.  A copy of the amended
filing is available for free at http://is.gd/ycno46

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at April 30, 2012, showed
$35.79 million in total assets, $29.91 million in total
liabilities, and stockholders' equity of $5.88 million.

WPCS reported a net loss attributable to the Company of $20.54
million for the year ended April 30, 2012, compared to a net loss
attributable to the Company of $36.83 million during the prior
fiscal year.


WISP RESORT: Has Two or Three Potential Buyers
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Wisp Resort in western Maryland
reported to the bankruptcy judge that two potential buyers already
submitted letters of intent to buy the business.  There are talks
with a third, the resort operator said in court papers seeking an
enlargement of the exclusive right to propose a Chapter 11
reorganization plan.

According to the report, the resort agreed with the creditors'
committee and secured lenders that so-called exclusivity could be
extended until Sept. 10.  The agreement allows the lenders and
creditors to hold direct talks with potential buyers.

                        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.


YERMO WATER: Utilities Commission to Put Firm in Receivership
-------------------------------------------------------------
Sam Pearson at desertdispatch.com reports that after years of
complaints, the California Public Utilities Commission said it
expects to file papers at Barstow Superior Court this week to
place Yermo Water Company in receivership, spokesperson Andrew
Kotch said.

The move would allow the court to take control of the troubled
water utility and force its sale to another buyer or to the Yermo
Community Services District, according to desertdispatch.com.

The report notes that the move is the culmination of a decades-
long effort by local residents in response to continued complaints
about the company's water service.  desertdispatch.com  relates
that the CPUC's ruling in May to seek receivership for the company
said that the company had given no indication it would fix the
problems associated with its system.

The Yermo CSD signed a $259,000 contract with Walker to purchase
the company in March 2010, but the parties have been unable to
complete the deal more than two years later, desertdispatch.com
says.

desertdispatch.com notes that records show state and local
officials spent more than a decade talking about how to fix the
water company, but have not been able to force changes.

The company had a record of being "slow, and in some cases, even
recalcitrant," to fix its system, a state engineer wrote 12 years
ago, desertdispatch.com says.

desertdispatch.com discloses that a report prepared by Davis'
office in 1999 detailed complaints about the company, including an
inspector's visit that found that the maintenance manager at the
time lived in Big Bear and that the company was using swimming
pool chlorine in its wells in violation of state regulations.

Yermo Water Company is owned by Donald Walker, who operates it
remotely from his home in Florida.


* Fitch Updates Rating Definitions
----------------------------------
Fitch issued a correction of a release originally issued on Aug.
10, 2012.  It revises the numer of issue ratings that may be
affected by the updated rating definitions to 220.

Effective Aug. 10, 2012, Fitch Ratings updated its Ratings
Definitions, expanding the application of '+/-' to corporate issue
ratings at the 'CCC' level and defining a rating action 'Under
Review'.

Fitch Ratings added 'CCC+' and 'CCC-' debt instrument ratings to
its rating scale.  These designations are limited to instrument
ratings and will not be used for Issuer Default Ratings, leaving
'CCC' as the sole issuer rating within the 'CCC' category.  The
new designations provide greater comparability to debt instruments
and recovery ratings in the lower end of the speculative-grade
rating scale.  Fitch will update its 'Recovery Rating and Notching
Criteria for Non-Financial Corporates' to reflect these changes.

Fitch will conduct a review of the issues impacted by this change
and will update any issue ratings, if necessary.  Potentially up
to 220 issue ratings may be modified with a mix of upgrades and
downgrades.  Ratings are expected to move within two notches of
their current levels.  Fitch assigns Recovery Ratings to issuers
rated 'B+' or below.

Fitch also added the rating action 'Under Review'.  This action
signals the potential change in a rating due to a change in the
scale or definition of the scale.  It is not an indication of a
change resulting from a change in credit quality.  The final
action will be designated as a 'Rating Revision' rather than an
upgrade or downgrade. The action is also considered to fulfil an
annual rating review requirement.


* Weekend Deadlines in Court Orders Are Binding
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Kenneth A. Marra in Miami ruled
on Aug. 8 that if a deadline prescribed by a court order falls on
a weekend, the deadline isn't extended until the next business
day.  The case is Dillworth v. Obregon, 12-20075, U.S. District
Court, Southern District of Florida (Miami).


* Manager Bonuses Are Beneficial in Bankruptcies, Study Says
------------------------------------------------------------
Linda Chiem at Bankruptcy Law360 reports that incentive bonus
plans for managers of bankrupt companies can significantly improve
outcomes for creditors and expedite bankruptcy proceedings,
according to a new study released Wednesday by two finance
professors in Hong Kong and Canada.

The study -- co-authored by Vidhan K. Goyal, a professor of
finance at the Hong Kong University of Science and Technology, and
Wei Wang, an assistant professor of business at Queen?s University
in Ontario -- defended the use of retention or incentive bonuses
to keep top brass from bolting bankrupt firms.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

November 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
         The Helmsley Park Lane Hotel, New York City
            Contact: 1-240-629-3300

Nov. 29 - Dec. 2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

October 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***