TCR_Public/120823.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, August 23, 2012, Vol. 16, No. 234

                            Headlines

10-16 MANHATTAN: Court Confirms Reorganization Plan
18 SENNA: Seeks Dismissal of Involuntary Chapter 11 Petition
261 EAST: Court OKs Marcus & Pollack as Special Tax Counsel
261 EAST: Obtains Oct. 20 Extension of Plan Filing Deadline
44 CP I: Files Schedules of Assets and Liabilities

44 CP I: Files List of Three Largest Unsecured Creditors
824 SOUTH: Can Appeal Foreclosure Judgment
94TH AND SHEA: Case Converted to Chapter 7 Liquidation
ADAMIS PHARMACEUTICALS: Had $2.7-Mil. Net Loss in June 30 Quarter
AG PRO: New York Soybean Oil Plant Files to Halt Foreclosure

AIG INC: Fitch Rates $250-Mil. Subordinated Notes 'BB+'
ALLEN SYSTEMS: Moody's Downgrades CFR to Caa1; Outlook Negative
ALLEN SYSTEMS: S&P Cuts Corp. Credit Rating to 'CCC-'; on Watch
AMERICAN AIRLINES: JetBlue Not Interested in Merger
AMERICAN AIRLINES: Purchases N899NN Aircraft From Boeing

AMERICAN AIRLINES: Court Seals U.S. Bank Settlement Documents
AMERICAN AIRLINES: Retirees Face Challenge in Segal Hiring
AMERICAN AIRLINES: Wins OK to Expand Paul Hastings Work
AMERICAN AIRLINES: Can Hire Ford & Harrison as Special Counsel
AMERICAN AIRLINES: Court Approves Cooley as Special Counsel

APPLIED ENERGETICS: Had $1.4 Million Net Loss in Second Quarter
ASBURY AUTOMOTIVE: Moody's Upgrades CFR to B1; Outlook Positive
ATP OIL: S&P Cuts Corp. Credit Rating to 'D' on Chapter 11 Filing
BAILEY-PVS OXIDES: Files for Chapter 11 Bankruptcy Protection
BAJA MINING: Had $140.5 Million Net Loss in Second Quarter

BELDEN INC: Moody's Assigns SGL-1 Liquidity Rating
BENADA ALUMINUM: Has Interim OK for $6.25 Million Loan
BERWIND REALTY: Has Access to BPPR Cash Collateral for 90 Days
BUENA VISTA OCEANSIDE: Court Pegs Value of 2 Hotels at $2.2MM
CITIZENS DEVELOPMENT: Seeks Dismissal of Bankruptcy Case

CLARE OAKS: DIP Financing Maturity Extended Until Sept. 30
CLIFFS CLUBS: Wins Confirmation of Sale Plan
DBSI INC: Judge Won't Transfer Venue of Avoidance Suit to Idaho
DEEP PHOTONICS: Files Schedules of Assets and Liabilities
DEEP PHOTONICS: U.S. Trustee Unable to Form Committee

DEX ONE: SuperMedia Merger No Impact on Moody's Ratings
DEWEY & LEBOEUF: Fifth Third OK'd to Exercise Rights on Property
DEWEY & LEBOEUF: Former Partners Want Ch. 11 Trustee
DEWITT REHABILITATION: Staffing Firm's Claim Won't Have Priority
DIME COMMUNITY: Fitch Affirms Rating on Trust Preferred at 'BB-'

DRB INC: Don's Trucking Files for Chapter 11 Bankruptcy
EASTMAN KODAK: Hearing on Patent Sale Moved to Aug. 30
EASTMAN KODAK: Creditor Raises Specter of Collusive Bidding
EASTMAN KODAK: Auction Process May be Probed
EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'B3'

ELMIRA DOWNTOWN: Former First Arena Operator Files for Chapter 11
ENERGY XXI: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
ENERGY FOCUS: Had $900,000 Net Loss in Second Quarter
ENOVA SYSTEMS: Revenues Lower Due to Delays in EV Technology
ENOVA SYSTEMS: Appeals Delisting; Granted Sept. 2012 Hearing Date

FIRST FINANCIAL SERVICE: Had $4.1 Million Net Loss in 2nd Quarter
GAMMA MEDICA-IDEAS: Files Chapter 11 to Sell Business
GAMMA MEDICA-IDEAS: Updated Case Summary & Creditors' Lists
GAMETECH INT'L: Hires BMC Group as Administrative Advisor
GAMETECH INT'L: Hires Greenberg Traurig as Counsel

GLYECO INC: Had $506,900 Net Loss in Second Quarter
GOLDEN TEMPLE: Hearing on Exclusivity Extension Set for Aug. 27
GREAT BASIN GOLD: Had C$22 Million Net Loss in Second Quarter
GROUP 1 AUTO: Moody's Upgrades CFR/PDR to 'Ba2'; Outlook Stable
HARPER BUSH: Hiring Equity Partners CRB to Find Buyer

HOSTESS BRANDS: Says Final Union Deal Will Attract Financing
ICG REAL ESTATE: Court Dismisses Chapter 11 Case
JAS & ASSOCIATES: Court Wants Plan Outline Amended
KINGS PROFESSIONAL: Court OKs David Jenkins as General Counsel
KINGS PROFESSIONAL: Files Schedules of Assets and Liabilities
LEHMAN BROTHERS: Expects to Raise $67.5BB; To Pay Creditors Oct. 1

LEHMAN BROTHERS: Has Permission to Pay $1.8-Bil. in Securities
LEHMAN BROTHERS: Files for Initial Public Offering of Archstone
LEHMAN BROTHERS: Cuts OMX Timber Claims by $400 Million
LEHMAN BROTHERS: Court Approves Sumitomo Settlement
LIFECARE HOLDINGS: S&P Cuts CCR to 'D' on Missed Interest Payment

LIGHTSQUARED INC: Names Doug Smith as New Chairman and CEO
LINWOOD FURNITURE: Ch. 7 Conversion Sought; Employees Furloughed
LON MORRIS: Court Revokes Privilege to Join HEA Programs
LON MORRIS: May Refund Students' Housing Deposits
LSP ENERGY: Seeks Extension to File Creditor-Payment Plan

MARIANA RETIREMENT FUND: Retiree Group Chair Opposes Receivership
MARK SHALE: Files for Chapter 11 Bankruptcy Protection
METROGAS SA: Had ARS55.7 Million Net Loss in First Half of 2012
MICROBILT CORP: Nov. 15 Hearing for Full-Payment Plan
MS MARK SHALE: Files for Bankruptcy to Liquidate

NOBLE/WEST ENTERPRISE: Hair Extreme Files for Chapter 7
NORTEL NETWORKS: Soros Fund Leads Pack as Creditors Press
PARKERVISION INC: Had $5.1 Million Net Loss in Second Quarter
PATRIOT COAL: West Virginia Seeks to Remove From Manhattan
PIONEER ENERGY: Moody's Upgrades CFR to 'B1'; Outlook Stable

PROVIDENT FINANCING: Fitch Rates Sub. Capital Securities at 'BB+'
PETRON ENERGY II: Had $472,700 Net Loss in Second Quarter
PREMIER GOLF: 9th Cir. BAP Upholds Ruling on Cash Collateral
PRIUM SPOKANE: Settlement Minus Dismissal Approved
REID PARK: Has OK to Hire Udall Law for EEOC Litigation

RESIDENTIAL CAPITAL: PHH et al. Seek Stay Relief to Foreclose
RG STEEL: Court Denies Massey Energy. et al.'s Stay Motion
RG STEEL: Successful Bidders for Three Plants Named
ROSETTA RESOURCES: Moody's Raises Corp Family Rating to 'B1'
ROTHSTEIN ROSENFELDT: Committee Files Exit Plan

SANTA YSABEL: Defends Its Bankruptcy Case
SGS INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
SHILO INN: Court Closes Hilltop & Palm Springs' Chapter 11 Cases
SIERRA NEGRA: Files for Chapter 11 in Las Vegas
SOLYNDRA LLC: Settles $85 Million in Von Ardenne Claims

SONIC AUTOMOTIVE: Moody's Affirms 'B1' Corp. Family Rating
SP NEWSPRINT: PBGC Takes Over Two Pension Plans
STERLING OAK: In Receivership, Maybe Wound Up
TRIBUNE CO: Judge to Stay Plan Order If Creditors Post $1.5BB Bond
TRIDENT MICROSYSTEMS: Deal Lets Unsec. Creditors Get Full Payment

TOUSA INC: Natalie E. Levine Withdraws as Committee Counsel
UCI HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
USG CORP: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
VADNAIS HEIGHTS: S&P Cuts Rating on 3 Revenue Bond Series to 'CC'
VERMILLION INC: Posts $2 Million Net Loss in Second Quarter

VERTELLUS SPECIALATIES: Moody's Cuts CFR to Caa1; Outlook Stable
WAGNER SQUARE: Jackson Square Wants Involuntary Petition Dismissed
WALLDESIGN INC: Taps Alan Villanueva as Tax Preparer
WALLDESIGN INC: Committee Taps Jones Day as Counsel
WALTER ENERGY: Credit Amendment No Impact on Moody's 'B1' Rating

WELLESLEY REALTY: Files for Chapter 11 An Hour Before Auction
WESTERN POZZOLAN: Renews Request for Access to Cash Collateral
XTREME IRON: U.S. Trustee Wants Chapter 11 Trustee Appointed
YOU ON DEMAND: Has $4.2 Million Net Loss in Second Quarter
ZOEY ESTATES: Court Dismisses Chapter 11 Case

* McKinney Avenue Buildings Sold Out of Receivership

* Equifax Say Small Biz. Bankruptcies Shrink for 4th Straight Qtr
* Fitch Says 31 U.S. Issuers Defaulted on Debt

* Las Vegas Bankruptcy Filing Continues Decline in Second Quarter
* Moody's Says Medicaid Expansion Won't Affect States' Ratings
* Midwest Drought Likely to Drag U.S. P&C Insurers' Earnings

* Another Split Decision on Sec. 523(a)(19) Dischargeability
* Bankruptcy-Specific Exemptions Are Constitutional

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

10-16 MANHATTAN: Court Confirms Reorganization Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed 10-16 Manhattan Avenue LLC, et al.'s Second Amended Plan
of Reorganization.  The judge gave final approval of the
Disclosure Statement at the same hearing.

The Debtors' Second Amended Plan dated July 31, 2012, provides
that the confirmation of the Plan will constitute the Bankruptcy
Court's approval of the Debtors' assumption of a settlement
agreement pursuant to Section 365 of the Bankruptcy Code.

On the Effective Date, DG UWS SUB LLC or a party acting on its
behalf will fund the Plan.

The Plan provides for these terms, among other things:

    * As payment of DG UWS SUB LLC, holder of claims for loans in
      the amount of $228,004,752, the Debtor will convey to DG or
      a designee title to the Debtors' properties;

    * Claims of Bruce Lederman, receiver of the properties, in his
      administration and operation of the Debtors' properties
      prepetition, will be paid in full, plus interest to the
      extent required by law, in cash remaining from the operation
      of the Debtors' properties.

    * Holders of general unsecured claims will receive cash on the
      Effective Date or as soon as practicable thereafter in the
      full amount of the allowed claims, plus interest to the
      extent required by law.

    * The "fee recipient", which will be PMM Associates D-FXD
      LLC's designee, will receive on account of all Allowed
      Equity Interests payment from DG in the amount of
      $4.2 million, subject to reduction and holdback as provided
      for in the Settlement Agreement or under the Plan.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/10-16_MAN_ds_2amended.pdf

                   About 10-16 Manhattan Avenue

10-16 Manhattan Avenue LLC and 32 other entities, which own
residential apartment buildings in Manhattan, filed Chapter 11
bankruptcy petitions in Manhattan (Bankr. S.D.N.Y. Case Nos.
12-12261, 12-12264 to 12-12295) on May 24, 2012.  The Debtors are
owned by Praedium Fund VI, L.P. and Pinnacle Management Co. LLC.

Each Debtor claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) and owns a residential apartment building
that largely consists of rent-controlled and rent-stabilized
apartments.  The sole and managing member for each Debtor is PMM
Associates D-FXD LLC.

The Properties primarily are located in the Manhattan Valley
section of Manhattan in the low 100's on Riverside Drive and near
Central Park West. The Debtors purchased the Properties in 2005.

Judge Allan L. Gropper presides over the case.  Sanford P. Rosen,
Esq., and Nancy Lynne Kourland, Esq., at Rosen & Associates, P.C.,
serve as the Debtors' counsel.

Each Debtor's chapter 11 petition and corresponding schedules and
statement of financial affairs reflects an estimated fair market
value of the properties of $119 million; however, the value of the
Properties may be as high as $140 million, according to a court
filing.  The Debtors owe lender DG UWS Sub LLC $192.1 million in
principal plus $37.7 million in unpaid interest.  The Debtor
disclosed $7,160,877 in assets and $229,871,250 in liabilities as
of the Chapter 11 filing.

The Debtor's Pre-Negotiated Plan, included terms of the Settlement
Agreement which provides that (a) the Debtors will transfer,
subject to the Mortgage and all of the Properties' residential
leases, all of their title to and interest in each of the
Properties to a "buyer" designated by DG and (b) release DG,
Bluestar, and each of DG's designated buyers from all claims that
the Debtors have or could have asserted against them.


18 SENNA: Seeks Dismissal of Involuntary Chapter 11 Petition
------------------------------------------------------------
18 Senna LLC seeks dismissal of the involuntary Chapter 11
petition filed against it by Elliot Weiss, L.E.E.A., LP., and
Aliya Management, LLC.

Representing the Debtor, Lawrence J. Maun, Esq., said the debts
asserted by the petitioning creditors are not only disputed, they
do not even exist.

On Nov. 22, 2010, the Debtor closed the purchased of the property
known as Victoria Village Apartments, previous known as Hacienda
Isabel, a 612-unit apartment complex in Pasadena, Texas, from
L.E.E.A., LP.  Mr. Weiss is the general partner of LEEA, is the
sole member and manager of Aliya.

At the time of closing the Victoria Village property had been
posted for a Dec. 7, 2010 foreclosure by its first lien holder,
Wells Fargo Bank.  Yakov Albaz secured financing from BA Lending,
18 Senna's current secured first lienholder, to purchase the
Property and in doing so the foreclosure was avoided.  Neither
Weiss nor LEEA was able to secure financing to avoid the Wells
Fargo foreclosure.

Also on Nov. 22, 2010, Yakov Albaz, on behalf of 18 Senna and
individually, signed a real estate promissory note payable to
Weiss in the principal amount of $275,676.

In October 2010, Yakov Albaz and Pasadena Village Partners LP, a
Delaware limited partnership, signed a Real Estate Lien Note to
LEEA in the amount of $5,496,000.  According to the Debtor's
counsel, Albaz or Pasadena Village Partners did not have title to
the Property at the time the Note was executed, or at any other
time.

BA Lending, 18 Senna's secured first lienholder, declared an event
of default under its first lien deed of trust and also posted the
Property for foreclosure on Feb. 7, 2012.  The Court granted a
temporary restraining order but the Court required that a $100,000
bond be posted by 18 Senna.  The bond was not posted.  BA Lending
was not prohibited from proceeding with its foreclosure sale.

Mr. Maun asserts there is no evidence that 18 Senna is indebted to
LEFA, however, if the Court concluded there is liability, it is
offset by LEFA's indebtedness to 18 Senna.  There is absolutely no
evidence that 18 Senna is indebted to Aliya.  Mr. Maun also says
Weiss' 275 Note is unenforceable due to "failure of
consideration."

In the event the Court grants dismissal, pursuant to 11 U.S.C.
Sec. 303(i), 18 Senna will assert its rights to its attorneys fees
and costs, and if there was bad faith in filing the involuntary
petition, damages and punitive damages.

18 Senna LLC is subject to an involuntary petition (Bankr. S.D.
Tex. Case No. 12-31077) filed in Houston on Aug. 7, 2012 by Elliot
Weiss, allegedly owed $274,675 on a note.  The petition was later
amended to include L.E.E.A. LP and Aliya Management LLC as
petitioning creditors.  Barry Allan Brown, Esq., in Houston,
represents the petitioning creditors.

The Debtor is represented by:

         Lawrence J. Maun, Esq.
         LAWRENCE J. MAUN P.C.
         4545 Mt. Vernon Street
         Houston, TX 77006
         Telephone: (713) 521-3720
         Facsimile: (713) 481-0831
         E-mail: lmaun@maunlaw.com


261 EAST: Court OKs Marcus & Pollack as Special Tax Counsel
-----------------------------------------------------------
261 East 78 Realty Corp. has obtained approval from the U.S.
Bankruptcy Court to employ Marcus & Pollack LLP as special tax
certiorari counsel.

The Debtor intends to utilize the Chapter 11 process to complete
the restructure or refinance its disputed secured debt to complete
the construction of commercial units in its property and rent all
available commercial units.

Marcus & Pollack will render professional services to the Debtor,
which include, but are not limited to negotiating with the City of
New York on behalf of the Debtor and to prepare, serve and file
all necessary papers and documentations, including applications
for review of assessments to the New York City Tax Commission and
petitions to review assessments in New York State Supreme Court
and legal proceedings resulting therefrom with respect to the
Debtor's property.

Marcus & Pollack will coordinate with bankruptcy counsel Shaked &
Posner and with real estate counsel Newhouse & Shey LLP such that
the services provided by the firms are complimentary of each other
and not duplicative.

In the event that a tax savings results from the negotiations with
the City of New York and/or hearings before the Tax Commission of
the City of New York or from a trial or a settlement resulting in
a judgment or a decree of a court, which reduce either the
tentative or final assessments placed upon the Debtor's property
for any tax year, the Debtor will be billed at the rate of 17.50%
of the tax savings effectuated for such tax year.

The Debtor is also responsible to reimburse M&P for any reasonable
disbursements which may be incurred on its behalf.

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

                            About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  Shaked & Posner serves as the Debtor's counsel.
The Chapter 11 filing was precipitated by the commencement of
foreclosure proceedings on the premises.  The Debtor scheduled
$20.2 million in assets and $18.8 million in liabilities.  The
petition was signed by Lee Moncho, president.


261 EAST: Obtains Oct. 20 Extension of Plan Filing Deadline
-----------------------------------------------------------
261 East 78 Realty Corp. sought and obtained from the U.S.
Bankruptcy Court an extension of its exclusive period to propose a
Chapter 11 petition through and including Oct. 20, 2012.

In its motion seeking a 90-day plan exclusivity extension, the
Debtor blamed its inability to file a plan to an adversary
proceeding filed by the Debtor to dispute MB Financial's standing
as secured creditor.  The parties are in the process of preparing
their summary judgment motion papers.  No matter how rapidly
special litigation counsel and MB Financial act, it is anticipated
that the motion will not be heard prior to September 2012, a date
past the July 20 deadline for filing the Plan of Reorganization.

According to the Debtor, as MB Financial is, by far, its largest
creditor, a plan of reorganization cannot be proposed until a
determination is made with regard to MB Financial's standing.  If
it is determined that MB Financial has standing, then the plan
will have one look; if no standing, then it will be completely
different.  The determination of this issue will impact how other
creditors are treated in the plan.  Once the adversary proceeding
is decided (and assuming no appeals), the Debtor would still
require a few weeks to put together a Plan of Reorganization.

                            About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  Shaked & Posner serves as the Debtor's counsel.
The Chapter 11 filing was precipitated by the commencement of
foreclosure proceedings on the premises.  The Debtor scheduled
$20.2 million in assets and $18.8 million in liabilities.  The
petition was signed by Lee Moncho, president.


44 CP I: Files Schedules of Assets and Liabilities
--------------------------------------------------
44 CP I Loan LLC filed with the Bankruptcy Court for the District
of Arizona its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property            $11,842,986
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   Unknown
  E. Creditors Holding
     Unsecured Priority
     Claims                                           Unknown
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           Unknown
                                  -----------     -----------
        TOTAL                     $11,842,986         Unknown

A copy of the schedules is available for free at:

           http://bankrupt.com/misc/44_CP_sal.pdf

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.

Judge Eileen W. Hollowell oversees the case.  Mark Winkleman, as
chief operating officer, signed the Chapter 11 petition.  The
Debtors are represented by Cathy L. Reece, Esq., at Fennemore
Craig, P.C.


44 CP I: Files List of Three Largest Unsecured Creditors
--------------------------------------------------------
44 CP I Loan LLC filed with the Bankruptcy Court for the District
of Arizona its list of largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Maricopa County Treasurer               --            Unknown
P.O. Box 52133
Phoenix, AZ 85072-2133

ML Manager LLC
14050 N. 83rd Ave., Ste. 180            --            Unknown
Peoria, AZ 85381

Parkway Bank                            --            Unknown
c/o Michael Bosco
Tiffany & Bosco
2525 East Camelback Rd.
Phoenix, AZ 85016-9240

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.  Judge Eileen W. Hollowell
oversees the case.  Mark Winkleman, as chief operating officer,
signed the Chapter 11 petition.  The Debtors are represented by
Cathy L. Reece, Esq., at Fennemore Craig, P.C.


824 SOUTH: Can Appeal Foreclosure Judgment
------------------------------------------
Bankruptcy Judge Allan L. Gropper granted, in part, and denied, in
part, a motion for summary judgment filed by Christopher Ryan,
Expo Development Corp., Raz Realty Management Corp., and 824
Southern Blvd. Holding, LLC, seeking dismissal of the complaint
filed against them by 824 South East Boulevard Realty, Inc.  The
Complaint alleges the foreclosure sale of the Debtor's building at
824 Southern Boulevard, Bronx, New York, was tainted by actual and
constructive fraud and should therefore be avoided under
Bankruptcy Code Sec. 548.

The Defendants assert that the fraud allegations are barred by the
Rooker-Feldman doctrine or are otherwise insufficient to state a
claim.  Further, the Defendants argue that the foreclosure sale
was proper under New York State law, conclusively establishing
under Supreme Court precedent that the consideration exchanged for
the Premises was reasonably equivalent in value, and thus the
transfer was not constructively fraudulent.

Prior to the sale, Expo asserts that it received about 30
inquiries, but that all interest in the sale evaporated after Expo
advised the potential purchasers that the sale would be subject to
two senior interests: a first priority mortgage of $1,800,000,
which was also in foreclosure, and a mortgage from the Department
of Housing Preservation and Development of roughly $1,200,000,
which was in default but not foreclosure.  Ultimately, Expo was
the only bidder at the foreclosure sale, prevailed with a bid of
$10,000, and then assigned a referee's deed to 824 Holding,
apparently an affiliate.

The Debtor submitted a declaration by Alexander Yampolsky, a
certified real estate appraiser, that values the premises as of
the time of the foreclosure sale at $5,510,000.  The Debtor also
argues that the premises were not encumbered by a judgment lien at
the time of sale.  Taking only the mortgages into account, the
Debtor argues that the premises had an equity value at the time of
the sale of roughly $2,510,000.  The Defendants responded to the
Complaint with a motion for summary judgment.  The Defendants
conceded at oral argument that an evidentiary hearing may be
required for the valuation issue to be finally decided.

In an Aug. 17, 2012 Memorandum of Decision available at
http://is.gd/b8gplXfrom Leagle.com, Judge Gropper said the
Defendants' motion for summary judgment is granted in part and
denied in part.  The Debtor may have relief from the automatic
stay to the extent necessary to pursue any appeal rights it may
have with respect to the Foreclosure Judgment and State Court
orders.  The Court denies summary judgment without prejudice to
renewal on the issue of whether the sale price paid at the
foreclosure sale was unconscionably low and therefore may be
avoided.

The lawsuit is, 824 SOUTH EAST BOULEVARD REALTY, INC., Plaintiff,
v. CHRISTOPHER RYAN, EXPO DEVELOPMENT CORP., RAZ REALTY MANAGEMENT
CORP., AND 824 SOUTHERN BLVD. HOLDING, LLC, Defendants, Adv. Proc.
No. 12-01028 (Bankr. S.D.N.Y.).

824 South East Boulevard Realty, Inc., filed for bankruptcy
(Bankr. S.D.N.Y. Case No. 11-15728) on Dec. 14, 2011, listing two
properties in its petition.  The first property, located at 824
Southern Boulevard, in Bronx, New York, is an apartment building
with 58 rental apartment units currently under the control of a
state court-appointed receiver. The second property, located at
1129 Virginia Avenue, Bronx, is a vacant two-family home.

Bankruptcy Judge Allan L. Gropper oversees the case.  Manuel D.
Gomez & Associates, P.C., serves as the bankruptcy counsel.  The
Debtor scheduled $2,795,932 in assets and $14,569,740 in
liabilities.  The petition was signed by Rudolfo Murcia, president
and owner.


94TH AND SHEA: Case Converted to Chapter 7 Liquidation
------------------------------------------------------
Judge Sarah Sharer Curley of the U.S. Bankruptcy Court for the
District of Arizona granted the motion of the United States
Trustee for the District of Arizona to convert 94th and Shea
L.L.C.'s Chapter 11 case to a Chapter 7 liquidation proceeding.

The U.S. Trustee contends that over the two-year and 5-month
period that the Debtor has remained in bankruptcy, it has failed
to confirm a plan of reorganization.  In addition, the Debtor has
failed to properly file the requisite employment applications and
disclosure statements required for its confirmation professionals.
Finally, the Debtor's principal, John Rosso, has entered into a
contract with JAC Arizona Partners LLC, the proposed exit
financing lender, to provide collateral that, at least in part,
does not belong to him.

Larry L. Watson, Esq., representing the U.S. Trustee, notes the
Debtor has been pursuing confirmation of a plan for two years and
five months.  On March 22, 2012, the Court entered an Order
granting relief from stay, thereby rejecting the Debtor's plan of
reorganization.

Mr. Watson points out that the lending agreement between Mr.
Rosso, Steven J. Goodhue, and the exit financing lender is
defective on its face.  First, the lending agreement requests that
Mr. Rosso and Mr. Goodhue certify that the only members holding
equity interests in the entity, 94 Hundred Corporate Center LLC,
are the Rosso Family Partnership and the Goodhue Family
Partnership.  In fact, Mr. Watson says, the only members listed in
the Articles of Organization with the Arizona Corporation
Commission for 94 Hundred Corporate Center is Mr. Rosso and Mr.
Goodhue in their personal capacities.

Mr. Watson adds the lending agreement requires Mr. Rosso to attest
as a Borrower that he is not in default on any note, contract,
agreement, lease or other instrument to which he is a party.  Mr.
Rosso is in fact currently a chapter 7 debtor who has defaulted on
numerous contracts and agreements, and of which parties have
entered into settlements with him during his chapter 7 proceeding
without having a true understanding of his financial condition.

In the event the Court once again denies confirmation of the
Debtor's plan, Mr. Watson states the primary property of the
Debtor will be foreclosed upon and its ability to reorganize its
financial affairs will be gone.  No purpose will remain for the
Debtor to remain in a chapter 11 proceeding.

                        About 94th and Shea

Scottsdale, Arizona-based 94th and Shea, L.L.C., owns and operates
real property known as The Shops and Office at 9400 Shea, located
at 9325, 9343, 9375, and 9397 East Shea Boulevard in Scottsdale,
Arizona.  The Property consists of 37,037 square feet of retail
space and 35,238 square feet of office space.

94th and Shea filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 10-37387) on Nov. 19, 2010.  John J. Hebert,
Esq., Mark W. Roth, Esq., and Wesley D. Ray, Esq., at Polsinelli
Shughart, P.C., in Phoenix, Ariz., serve as counsel to the Debtor.
The Debtor disclosed $123,588 plus unknown amount in assets and
$22,870,408 in liabilities as of the Chapter 11 filing.

Secured creditor JPMCC 2007-CIBC19 Shea Boulevard, LLC, is
represented by Robert R. Kinas, Esq., Jonathan M. Saffer, Esq.,
and Nathan G. Kanute, Esq., at Snell & Wilmer L.L.P., in Tucson,
Arizona.


ADAMIS PHARMACEUTICALS: Had $2.7-Mil. Net Loss in June 30 Quarter
-----------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $2.7 million for the three
months ended June 30, 2012, compared with a net loss of
$1.2 million for the same period last year.

Adamis had no revenues during the three month periods ending
June 30, 2012, and 2011, respectively.

The Company's balance sheet at June 30, 2012, showed $1.8 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $4.2 million.

                Going Concern/Bankruptcy Warning

As of June 30, 2012, the Company had approximately $720,000 in
cash and equivalents, an accumulated deficit of approximately
$33.5 million and substantial liabilities and obligations.

"If we did not have sufficient funds to continue operations, we
could be required to seek bankruptcy protection or other
alternatives that could result in our stockholders losing some or
all of their investment in us."

Mayer Hoffman McCann P.C., in Boca Raton, Fla., expressed
substantial doubt about Adamis Pharmaceuticals' ability to
continue as a going concern, following the Company's results for
the year ended March 31, 2012.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has limited working capital to pursue its business alternatives.

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

                       http://is.gd/RheQ97

San Diego, Calif.-based Adamis Pharmaceuticals Corporation is an
emerging pharmaceutical company engaged in the development and
commercialization of a variety of specialty pharmaceutical
products.  Its products are concentrated in major therapeutic
areas including oncology (cancer), immunology and infectious
diseases (viruses) and allergy and respiratory.


AG PRO: New York Soybean Oil Plant Files to Halt Foreclosure
------------------------------------------------------------
Ag Pro Ltd. filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No.
12-61549) on Aug. 20, 2012, estimating assets of under $10 million
and debts in excess of $10 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ag Pro, which owns a non-operating soybean oil
processing plant, filed for bankruptcy to halt foreclosure
scheduled for Aug. 21.

According to the report, the plant in Massena, New York, ceased
operating in 2008.  The owner has a letter of intent to sell the
plant.  According to a court filing, the buyer experienced delays
in transferring money from India to the U.S.

The Debtor disclosed assets of $1 million and liabilities totaling
$12.3 million, including $2 million owing to secured creditor HSBC
Bank USA NA.


AIG INC: Fitch Rates $250-Mil. Subordinated Notes 'BB+'
-------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to American
International Group, Inc.'s (AIG) $250 million issuance of 2.375%
subordinated notes due 2015.  Fitch has also affirmed all other
AIG ratings, including AIG's 'BBB' Issuer Default Rating (IDR)
with a Positive Rating Outlook.

Proceeds from the issue will be used for general corporate
purposes.  The new issuance, coupled with recent share repurchase
activity will modestly increase AIG's pro forma financial leverage
ratio (excluding financial related debt) modestly to approximately
19.4%.

Fitch's ratings on AIG and its subsidiaries primarily reflect the
benefits of the AIG organization's strong competitive positions in
life and non-life insurance partially offset by the comparatively
poor recent operating results of the company's core insurance
operations.  The Positive Outlook on AIG's IDR continues to
reflect improvements in the company's liquidity and financial
profile over the last 12-18 months as it sheds operations, de-
leverages the balance sheet, and reduces government interaction
with the company.

Federal government equity ownership interest in AIG continues to
diminish as $5.75 billion of common equity was sold to the public
in August 2012, reducing the government's ownership stake in AIG
common stock to 53% from 61%.  AIG purchased $3 billion of shares
as part of this transaction.

AIG reported a significant improvement in first half 2012
profitability as net income increased by 76% relative to the prior
year to $5.5 billion.  This earnings improvement was largely
attributable to investment income growth, as well as better
underwriting performance within Chartis property/casualty
insurance operations.  Chartis combined ratio improved to 102.3%
in the first half of 2012 from 111.1% in first half 2011 largely
due to sharply lower catastrophe losses.  Interest coverage was
4.2x in the first half of 2012.

As a technical matter, Fitch maintains non-standard notching
between AIG's IDR and unsecured senior debt ratings, which Fitch
expects will ultimately be resolved with either an upgrade in the
IDR by one notch or downgrade in the unsecured senior debt rating
by one notch.  If the IDR is upgraded, AIG's subordinated debt due
2015 that is being rated today at 'BB+' would also be upgraded by
one notch, as would the various hybrid instruments currently rated
'BB'.  Non-traditional notching was applied when AIG came under
majority ownership by the Federal government.

The Positive Outlook reflects Fitch's belief that an upgrade for
AIG is a likely outcome.  Key triggers that could lead to rating
upgrades in the IDR and subordinated debt and hybrids ratings
include:

  -- Further earnings improvements at insurance subsidiaries'
     Chartis and SunAmerica that translate into higher earnings-
     based interest coverage;
  -- Further transition of AIG's capital structure and leverage
     metrics to those of a more traditional insurance holding
     company that generates a meaningful reduction in the
     company's Total Financing Commitments ratio (TFC).

Key triggers that could lead to rating downgrade in the unsecured
senior debt ratings include:

  -- Declines in underwriting profitability and heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;
  -- Deterioration in the company's domestic life subsidiaries'
     sales or profitability trends;
  -- Material declines in RBC ratios at either the domestic life
     insurance or the non-life insurance subsidiaries, and/or
     failure to achieve the above noted capital structure
     improvements.

Fitch has assigned the following rating:

American International Group, Inc.

  -- $250 million of 2.375% subordinated notes due 2015 'BB+'.

Fitch has affirmed the following ratings:

American International Group, Inc.

  -- Long-term IDR at 'BBB'; Outlook Positive;
  -- $250 million of 2.375% subordinated notes due 2015 assigned
     at 'BB+';
  -- Various senior unsecured note issues at 'BBB';
  -- $750 million of 4.875% senior unsecured notes due June 2022
     at 'BBB'.
  -- $750 million of 4.875% senior unsecured notes due May 2022 at
     'BBB';
  -- USD1.2 billion of 4.250% senior unsecured notes due Sept. 15,
     2014 at 'BBB';
  -- USD800 million of 4.875% senior unsecured notes due Sept. 15,
     2016 at 'BBB';
  -- Eur420.975 million of 6.797% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- GBP323.465 million of 6.765% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- GBP338.757 million of 6.765% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- USD256.161 million of 6.820% senior unsecured notes due Nov.
     15, 2037 at 'BBB';
  -- Eur750 million of 8.00% series A-7 junior subordinated
     debentures due May 22, 2038 at 'BB';
  -- USD1.960 billion 5.67% series B-1 debentures due Feb. 15,
     2041 at 'BB';
  -- USD1.960 billion of 5.82% series B-2 debentures due May 1,
     2041 at 'BB' ;
  -- USD1.960 billion of 5.89% series B-3 debentures due Aug. 1,
     2041 at 'BB';
  -- USD 4 billion of 8.175% series A-6 junior subordinated
     debentures due May 15, 2058 at 'BB';
  -- USD 1.1 billion of 7.700% series A-5 junior subordinated
     debentures due Dec. 18, 2062 at 'BB';
  -- GBP309.850 million of 5.75% series A-2 junior subordinated
     debentures due March 15, 2067 at 'BB';
  -- Eur409.050 million of series A-3 junior subordinated
     debentures due March 15, 2067 at 'BB';
  -- GBP900 million of 8.625% series A-8 junior subordinated
     debentures due May 22, 2068 at 'BB';
  -- USD750 million of 6.45% series A-4 junior subordinated
     debentures due June 15, 2077 at 'BB';
  -- USD687.581 million of 6.25% series A-1 junior subordinated
     debentures due March 15, 2087 at 'BB'.

AIG International, Inc.

  -- Long-term IDR at 'BBB'; Outlook Positive;
  -- $175 million of 5.60% senior unsecured notes due July 31,
     2097 at 'BBB'.

SunAmerica Financial Group, Inc.

  -- Long-term IDR at 'BBB'; Outlook Positive;
  -- $150 million of 7.50% senior unsecured notes due July 15,
     2025 at 'BBB';
  -- $150 million of 6.625% senior unsecured notes due Feb. 15,
     2029 at 'BBB'.

American General Capital II

  -- $300 million of 8.50% preferred securities due July 1, 2030
     at 'BB'.

American General Institutional Capital A

  -- $500 million of 7.57% capital securities due Dec. 1, 2045 at
     'BB'.

American General Institutional Capital B

  -- $500 million of 8.125% capital securities due March 15, 2046
     at 'BB'.

AGC Life Insurance Company
AIU Insurance Company
American General Life Insurance Company
American General Life Insurance Company of Delaware
American General Life & Accident Insurance Company
American Home Assurance Company
Chartis Casualty Company
Chartis Europe Limited
Chartis MEMSA Insurance Company Limited
Chartis Overseas Limited
Chartis Property Casualty Company
Chartis Specialty Insurance Company
Commerce & Industry Insurance Company
Granite State Insurance Company
Illinois National Insurance Company
Insurance Company of the State of Pennsylvania
Lexington Insurance Company
National Union Fire Insurance Company of Pittsburgh, PA
New Hampshire Insurance Company
SunAmerica Annuity and Life Assurance Company
SunAmerica Life Insurance Company
United States Life Insurance Company in the City of New York
Variable Annuity Life Insurance Company
Western National Life Insurance Company

  -- Insurer Financial Strength (IFS) ratings at 'A'; Stable
Outlook.

ASIF II Program
ASIF III Program
ASIF Global Financing

  -- Program ratings at 'A'.


ALLEN SYSTEMS: Moody's Downgrades CFR to Caa1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Allen Systems Group, Inc.'s
corporate family rating to Caa1 from B3, its probability of
default rating to Caa2 from B3, and the ratings for its first and
second lien credit facilities to B1 and Caa2, respectively. The
outlook for ratings is negative. The rating actions were prompted
by ASG's default on its financial covenants due to the company's
weak operating performance.

Rating Rationale

The downgrade of ASG's ratings reflects the company's
significantly weakened cash flow generation relative to its
elevated levels of debt taken to fund 8 acquisitions over the past
12 months. ASG is facing challenges in replacing declining
revenues in its mature, legacy IT asset management products by
driving growth from acquired assets. In addition, the company has
been slower in realizing planned cost savings from the
acquisitions. The company's underperformance coupled with its
aggressive financial policies have resulted in very weak
liquidity. Moody's believes that given the scope of the company's
challenges and its limited financial flexibility, a meaningful
turnaround in operating performance is unlikely in the next 12
months.

The Caa1 corporate family rating considers ASG's execution
challenges in improving productivity of its sales force amid high
turnover rates; integrating the acquisitions and the products
acquired in recent acquisitions; and achieving targeted cost
savings of approximately $30 million annually from the
acquisitions.

The Caa2 probability of default rating reflects the company's
elevated default risk and the potential for impairment of second
lien debt in the near term.

Moody's revised ASG's ratings outlook to negative given the lack
of visibility into the company's cash flow generation and
potential for further deterioration in operating cash flow levels
before they improve. Notably, ASG amended its credit agreement in
May 2012 to allow more flexibility under financial covenants but
the company breached the amended levels in the same quarter,
reflecting highly unpredictable license revenues and delays in
realizing cost savings.

Moody's could revise ASG's ratings outlook to stable if the
company's cash flow generation stabilizes and it maintains good
liquidity to cover its debt service requirements and investments
needed to fund business plan over the next 18 to 24 months.

Conversely, further erosion in earnings could trigger a downgrade.

Moody's has taken the following rating actions:

  Issuer -- Allen Systems Group, Inc.

  Corporate Family Rating -- Downgraded to Caa1, from B3

  Probability of Default Rating -- Downgraded to Caa2, from B3

    $40 million senior 1st lien secured revolving credit facility
    due 2015 -- B1, (LGD 1 -- 8%), downgraded from Ba3, (LGD 2 --
    17%)

    $192 million senior 1st lien secured term loan due 2015 --
    B1, (LGD 1 -- 8%), downgraded from Ba3, (LGD 2 -- 17%)

    $300 million senior 2nd lien secured notes due 2016 -- Caa2,
    (LGD4 -- 55%), downgraded from Caa1, (LGD5 -- 71%)

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise IT software solutions. The company reported annual
revenues of approximately $302 million in the trailing twelve
months ended on June 30, 2012.

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


ALLEN SYSTEMS: S&P Cuts Corp. Credit Rating to 'CCC-'; on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Allen
Systems Group Inc. and placed them on Credit Watch with developing
implications, which means that it could raise or lower the
ratings.

"We lowered our corporate credit rating on the company to 'CCC-'
from 'B'. We also lowered our issue-level rating on its first-lien
senior secured loan to 'CCC+' from 'BB-'. The recovery rating on
its first-lien senior secured loan remains at '1', indicating our
expectation for a very high (90% to 100%) recovery of principal in
the event of payment default. At the same time, we also lowered
our issue-level rating on the senior secured second-lien notes to
'CC' from 'B' and revised the recovery rating to '5' (formerly
'4'), reflecting our expectation for modest recovery (10% to 30%)
if a payment default occurs," S&P said.

"The downgrade and CreditWatch placement follow the deterioration
in the company's liquidity profile and profitability, as well as
its recent covenant breach," said Standard & Poor's credit analyst
Katarzyna Nolan.

"We revised Allen's liquidity profile from 'less than adequate' to
'weak,' reflecting its current minimal cash balances, the
remaining availability under the revolver, and lower-than-expected
cash from operations. Cash sources may not exceed cash uses over
the near term, depending on operating performance," S&P said.

"In addition, the company did not comply with its total leverage,
fixed charge coverage, and minimum liquidity covenants for the
financial reporting period ended June 30, 2012. It is our
understanding that the company is in discussions with its lenders
to obtain covenant relief," S&P said.

"Allen's revenue growth and EBITDA margins in recent quarters were
below our expectations, as the company's significant investments
in acquisitions and sales force coverage during 2011 did not
result in high-teens revenue growth. Furthermore, increased
investments in new technologies and softness in legacy product
markets contributed to depressed margins. We still believe that
recent acquisitions and the expansion of the company's product
offering to cloud computing solutions will generate revenue growth
over the remainder of the year, though at lower levels than we
previously expected, especially given continuing economic
headwinds in Europe and increased competition in the company's
legacy product offerings. Allen Systems' credit metrics have
deteriorated in fiscal 2012, reflecting margin erosion and an
increase in debt to finance additional acquisitions. As of June
2012, debt to EBITDA was over 8x (including some of the
acquisition-related synergies)," S&P said.

"We revised our view of Allen Systems' business risk profile to
'vulnerable' from 'weak,' reflecting its modest scale and
operations in a highly competitive sector against larger and
better capitalized companies such as IBM and BMC. In addition, the
company continues to find it a challenge to mitigate revenue
declines from legacy products and solutions. Moreover, it has not
yet realized benefits of acquisitions at levels the company
expected. These factors are partly offset by the high percentage
of contractually recurring revenues--which compose 60% of the
company's total revenues--a diversified customer base, and broad
geographic coverage," S&P said.

Standard & Poor's will monitor the company's progress in
negotiating a covenant amendment with its lenders and its progress
in enhancing its liquidity profile, prior to resolving the
CreditWatch listing. S&P's review will also include an assessment
of near-term business prospects.

"We could raise the ratings if the company improves its liquidity
and obtains significant covenant relief (including a waiver of its
current covenant breach). Alternatively, we would lower the rating
if the company is not able to address its financial covenant
breach and therefore its debt obligations are accelerated," S&P
said.


AMERICAN AIRLINES: JetBlue Not Interested in Merger
---------------------------------------------------
JetBlue Airways Corp. isn't interested in merging with AMR Corp.,
the parent of American Airlines Inc., JetBlue Chief Executive
Officer Dave Barger said in an interview at Bloomberg
headquarters.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Purchases N899NN Aircraft From Boeing
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order authorizing American Airlines Inc. to purchase
from The Boeing Company a Boeing 737-823 aircraft bearing U.S.
Registration No. N899NN.

The court order also authorizes the airline to enter into
agreements with AerCap Ireland Limited and certain of its
affiliates, including SkyFunding Limited, in connection with the
sale and leaseback of the aircraft.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court Seals U.S. Bank Settlement Documents
-------------------------------------------------------------
Judge Sean Lane authorized AMR Corp. to file under seal certain
documents related to the settlement of claims against American
Airlines Inc.

The settlement was entered into by American Airlines, U.S. Bank
N.A., and certificate holders of loan to resolve claims related
to six aircraft previously leased by the airline's parent, AMR
Corp.

AMR leased the six aircraft prior to its bankruptcy filing.
Pursuant to a court order issued late last year, the company
rejected the leases and returned the aircraft earlier this year.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Retirees Face Challenge in Segal Hiring
----------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors filed an
objection to the retirees committee's application to hire The
Segal Company as its actuarial consultant.

The creditors committee said spending funds on Segal's employment
would be waste of the estates' assets if the retiree health and
welfare benefit plans to be analyzed by the firm are not subject
to Section 1114.

"As a fiduciary of general unsecured creditors, the committee
cannot support the use of estate assets without just cause," the
creditors committee said.

Meanwhile, AMR demanded Segal to provide additional disclosure of
the scope of services it currently provides to the unions
representing the company's pilots and flight attendants in
connection with its bankruptcy case.  AMR also asked the firm to
explain how it will prevent the dissemination of the company's
confidential information and data to third parties.

A court hearing to consider approval of the employment application
was scheduled for August 22.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK to Expand Paul Hastings Work
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
granted AMR Corp.'s request to expand the scope of services of
its special litigation counsel, Paul Hastings LLP.

In its August 8 decision, the bankruptcy court authorized Paul
Hastings to represent the company in a lawsuit against Sabre in a
state district court in Texas, and in a separate but related
lawsuit against Sabre, Travelport and Orbitz Worldwide LLC in a
federal court.

Paul Hastings was also authorized to represent AMR on various
pre-bankruptcy litigation matters unrelated to its bankruptcy
case, provide the company with antitrust advice and represent the
company in future transactions, among other services.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Can Hire Ford & Harrison as Special Counsel
--------------------------------------------------------------
Judge Sean Lane approved an application by AMR Corp. and its
affiliated debtors to employ Ford & Harrison LLP as their special
counsel.

Ford & Harrison has served as an "ordinary course" professional
of the company.  The firm's compensation, however, is expected to
exceed the $500,000 cap, prompting AMR to file the application
pursuant to Section 327 of the Bankruptcy Code.

As special counsel, Ford & Harrison will continue to provide
legal services, which include assisting the company and its
subsidiaries in their collective bargaining agreements with labor
unions.  AMR will also continue to assign grievance arbitrations
to the firm.

Ford & Harrison will be paid on hourly basis for its services and
will be reimbursed of its expenses.  The attorneys expected to be
the most active in AMR's bankruptcy case and their hourly rates
are:

   Attorneys            Billing Rates
   ---------            -------------
   Thomas Kassin            $465
   Marc Esposito            $435
   Doug Hall                $435
   Julie Showers            $415
   Dave Driscoll            $415
   Lilia Bell               $415
   Thomas French            $415
   Mark Konkel              $400
   M. Blake Martin          $275

The firm does not represent interests materially adverse to the
interests of AMR's estate, according to a declaration by Thomas
Kassin, Esq., a partner at Ford & Harrison.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court Approves Cooley as Special Counsel
-----------------------------------------------------------
AMR Corp. and its affiliated debtors obtained a court order
approving the employment of Cooley LLP as their special counsel.

The move comes after Marc Schildkraut and certain other lawyers of
Dewey & LeBoeuf, AMR's special litigation counsel, joined Cooley.
The lawyers have represented American Airlines Inc. in its case
against Sabre Inc. and another lawsuit against Travelport and
Orbitz Worldwide in Texas.

As special counsel, Cooley will provide legal assistance in
connection with the lawsuits, according to Randall White, AMR's
associate general counsel.

Cooley will charge AMR for its services on an hourly basis in one-
tenth hour increments.  It will also seek reimbursement for its
expenses.

The firm does not hold or represent any interest adverse to AMR,
its affiliated debtors and their estates, according to a
declaration by Marc Schildkraut, Esq., a partner at Cooley LLP.

                     About American Airlines

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

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

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

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

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

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

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

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


APPLIED ENERGETICS: Had $1.4 Million Net Loss in Second Quarter
---------------------------------------------------------------
Applied Energetics, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.4 million on $504,307 of revenue for
the three months ended June 30, 2012, compared with a net loss of
$1.6 million on $1.0 million of revenue for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $2.6 million on $903,514 of revenue, compared with a net loss
of $3.0 million on $3.8 million of revenue for the same period of
2011.

The Company's balance sheet at June 30, 2012, showed $3.9 million
in total assets, $346,260 in total liabilities, and
stockholders' equity of $3.6 million.

"For the six months ended June 30, 2012, the Company incurred a
net loss of $2.6 million, had negative cash flows from operations
of $2.2 million and may incur additional future losses due to the
reduction in Government contract activity."

BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt
about Applied Energetics, 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 suffered recurring losses from operations, has negative cash
flow from operations and may incur additional losses due to the
reduction in Government contract activity.

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

                       http://is.gd/mvkUUP

Tucson, Arizona-based Applied Energetics, Inc., designs, develops
and manufactures solid state Ultra Short Pulse ("USP") lasers for
commercial applications and applied energy systems for military
applications.


ASBURY AUTOMOTIVE: Moody's Upgrades CFR to B1; Outlook Positive
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Asbury Automotive, Inc. to B1
from B2. The positive outlook was continued.

Ratings upgraded:

  Corporate family rating upgraded to B1 from B2

  Probability of default rating upgraded to B1 from B2

  7.625% Senior subordinated notes due 2017 upgraded to B3 (LGD5,
  86%) from Caa1 (LGD5, 85%)

  8.375% Senior subordinated notes due 2020 upgraded to B3 (LGD5,
  86%) from Caa1 (LGD5, 85%)

Ratings Rationale

The upgrade to B1 recognizes that Asbury's improved operating
performance has resulted in a quantitative credit profile that has
pushed the company through the triggers Moody's had set for an
upgrade. "Asbury's continued operating discipline, together with
its favorable revenue and brand mix, has resulted in a
quantitative credit profile consistent with a solid B1 issuer, and
its liquidity has improved as well," stated Moody's Senior Analyst
Charlie O'Shea. "Moody's believes that this trend will continue,
resulting in the potential for additional upward rating momentum
over the next 12-18 months."

The positive outlook reflects Moody's belief that Asbury's
operating performance will continue to improve, resulting in a
credit profile that could result in an upgrade to Ba3, however it
is important to note that market position may ultimately restrain
upward rating potential. Quantitatively, ratings could be upgraded
if debt/EBITDA was sustained below 4.25 times and EBIT/Interest
was sustained above 3.25 times. Ratings could be downgraded if
debt/EBITDA rose above 5 times or if EBIT/Interest approached 2
times, which could result from either operating performance
deterioration or a more aggressive financial policy..

The principal methodology used in rating Asbury Automotive, Inc.
was the Global Automotive Retailer 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.


ATP OIL: S&P Cuts Corp. Credit Rating to 'D' on Chapter 11 Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based ATP Oil & Gas Corp. to 'D' from
'CCC'. At the same time, Standard & Poor's lowered its issue
rating on the company's senior secured notes to 'D' from 'CCC'.
"The recovery rating remains '4', indicating our expectation of
average (30% to 50%) recovery on the notes," S&P said.

"The downgrades follow ATP's announcement on Aug. 17 that it filed
a voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of Texas," said Standard & Poor's credit analyst
Christine Besset. "The bankruptcy filing comes as the company
faced an interest payment scheduled for November. ATP has obtained
a commitment for $617.6 million of debtor-in-possession financing
from members of its existing senior lender group. The lenders, led
by Credit Suisse, will provide $250 million in additional funds
and refinance into the DIP facility the amounts owed to existing
first-lien lenders that participate in providing additional funds.
As of the filing, ATP owed about $366 million on its first-lien
term loan, $1.5 billion plus accrued and unpaid interest on its
11.875% senior second-lien notes, $35 million on its senior
convertible note, and $318.5 million on its term loan facility
secured by ATP Titan assets."

ATP is an oil and gas exploration and production company, with
operations primarily in the Gulf of Mexico. The debt-laden company
suffered from various operational delays in the second quarter of
2012. The company's Telemark hub (representing about half of the
average 20,000 to 21,000 boe/day production of the company in
April 2012) was shut down for four weeks versus an expected two
weeks over the months of May and June to allow the tie-in of new
pipelines. In addition, the workover at ATP's Mississippi Canyon
A-2 well was completed only in July, while the well was initially
expected to come online during the second quarter. In June, the
CEO resigned only six days after the announcement of his hiring.
These operational setbacks, the latest of a series of operational
issues plaguing the company's development program, characterize
the high execution risk in ATP's strategy.


BAILEY-PVS OXIDES: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Lisa Gordon at AMM.com notes that Bailey-PVS Oxides LLC and
Bailey-PVS Oxides (Delta) LLC have filed for Chapter 11 Bankruptcy
Protection, saying that the filing will not interrupt business.

Based in Canonsburg, Pennsylvania, Bailey-PVS Oxides --
http://baileypvs.com/-- is a joint venture company formed by
Bailey Engineers, Inc. and PVS Chemicals, Inc.  Bailey Engineers,
Inc. is an International Engineering, Manufacturing, and
Construction Service Organization involved in the design, supply,
and installation of process systems and equipment for the Ferrous
and Non-Ferrous Metals Industry since 1920.


BAJA MINING: Had $140.5 Million Net Loss in Second Quarter
----------------------------------------------------------
Baja Mining Corp. reported a net loss of US$140.5 million for the
three months ended June 30, 2012, compared with a net loss of
US$5.5 million for the corresponding period last year.

For the six months ended June 30, 2012, the net loss was
US$170.7 million as compared to a net loss of US$48.3 million for
the corresponding six month period of 2011.

No revenues were earned during the three and six month periods
ended June 30, 2012, and 2011, respectively.

The increase in loss between periods was primarily driven by
impairment losses totaling $188.1 million following the
announcement of the forecasted cost overrun of the Boleo Project
during the quarter.

The Company's balance sheet at June 30, 2012, showed
US$877.1 million in total assets, US$790.6 million in total
liabilities, and stockholders' equity of US$86.5 million.

                           Going Concern

During the six-month period ended June 30, 2012, the Company
incurred a loss of US$170.7 million and as at June 30, 2012, the
accumulated deficit attributable to shareholders amounted to
US$257.5 million.  As at June 30, 2012, the Company's consolidated
working capital deficit was US$529,984.

In April 2012, the Company determined that the forecasted cost to
complete the Boleo Project could be US$1.667 billion, which
significantly exceeds the Company's available project funding
(US$1.167 billion plus additional cost overrun facilities of
US$100 million).

The Company was unable to finance the funding shortfall within 60
days of identifying the forecasted cost overruns and the Company
is in an Event of Default as defined in the Company's senior
lending agreements.  As a result, the Company is unable to access
any of the previously approved senior debt facilities.  However,
the Company was successful in negotiating a standstill agreement
with MMB's senior lenders, whereby the lenders agreed to refrain
from exercising rights and remedies available to them under the
senior lending agreements.  The original standstill agreement
expired on Aug. 1, 2012, and a second standstill agreement expires
on Sept. 15, 2012.

MMB holds the mineral property rights to the Boleo Project.

The Company was also in default of its borrowing agreements
related to the Korean Development Bank ("KDB") Subordinated debt
and Baja funding loan, due to the fact that MMB's liabilities
exceeded the carrying value of its assets as at June 30, 2012.

Should the Company remain in an Event of Default at the expiration
of any standstill agreement as a result of this (or any other
arising) defaults, the lenders may exercise any combination of
available remedies, including accelerated payment demand of the
debt facilities.  The facilities that may be subject to
accelerated payment are the senior debt, the KDB subordinated
debt, the Baja funding loan and those relating to the derivative
liability, all totaling US$491,300 on the consolidated balance
sheet.

Among other factors, as mentioned above, the Company's ability to
continue as a going concern is dependent upon the following
critical factors: (i) the completion of Stage I of the proposed
funding solution by Aug. 20, 2012; (ii) an election by the
Consortium to complete Stage II of the proposed funding solution
prior to Aug. 30, 2012; (iii) approval by the senior lenders of
the proposed funding solution; (iv) reinstatement of the remaining
senior debt facilities and cost overrun facilities; (v) completion
of development of its Boleo Project; and (vi) establishing
profitable operations.  The success of these factors cannot be
assured.

A copy of the Condensed Interim Consolidated Financial Statements
dated June 30, 2012, is available for free at:

                       http://is.gd/qOj9Pf

Baja Mining Corp. was incorporated on July 15, 1985, under the
Company Act of British Columbia.  The Company's primary focus is
the development of the El Boleo copper-cobalt-zinc-manganese
deposit (the "Boleo Project") located near Santa Rosalia, Baja
California Sur, Mexico.  The Company is a reporting issuer in
Canada and the United States and trades on the Toronto Stock
Exchange, the Frankfurt Stock Exchange and the OTC:QX
International.  The Company is domiciled in Canada and its
registered office is 500 ? 200 Burrard Street, Vancouver, British
Columbia, V6C 3L6.

The Company owns a 70% interest in the Project through its wholly
owned Luxembourg subsidiary, Baja International S. r.l., which
owns 100% of a Luxembourg subsidiary, Boleo International S.
r.l., which in turn owns 70% of the shares of Minera y Metalurgica
del Boleo, S.A. de C.V. ("MMB").  MMB holds all mineral and
property rights in the Project.  The remaining 30% of MMB is owned
by the Consortium, the members of which acquired their interest in
June 2008.


BELDEN INC: Moody's Assigns SGL-1 Liquidity Rating
--------------------------------------------------
Moody's Investors Service assigned a first time Speculative Grade
Liquidity rating of SGL-1 to Belden Inc. The SGL-1 rating reflects
Belden's very good liquidity profile which is supported by the
company's cash position ($337 million as of July 1, 2012 and
likely higher net of the recent bond offering and Mirnanda
acquisition), expectations of positive cash generation and access
to a $400 million ($387 million available as of July 1, 2012)
revolving credit facility due 2016. Belden's Corporate Family
Rating is Ba1.

Ratings Rationale

The principal methodology used in rating Belden 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.

Regulatory Disclosures

The Global Scale Credit Ratings on this press release that are
issued by one of Moody's affiliates outside the EU are endorsed by
Moody's Investors Service Ltd., One Canada Square, Canary Wharf,
London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the
Regulation (EC) No 1060/2009 on Credit Rating Agencies.

For ratings issued on a program, series or category/class of debt,
this announcement provides relevant regulatory disclosures in
relation to each rating of a subsequently issued bond or note of
the same series or category/class of debt or pursuant to a program
for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides relevant
regulatory disclosures in relation to the rating action on the
support provider and in relation to each particular rating action
for securities that derive their credit ratings from the support
provider's credit rating. For provisional ratings, this
announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a
definitive rating that may be assigned subsequent to the final
issuance of the debt, in each case where the transaction structure
and terms have not changed prior to the assignment of the
definitive rating in a manner that would have affected the rating.

Moody's considers the quality of information available on the
rated entity, obligation or credit satisfactory for the purposes
of issuing a rating.

Moody's adopts all necessary measures so that the information it
uses in assigning a rating is of sufficient quality and from
sources Moody's considers to be reliable including, when
appropriate, independent third-party sources. However, Moody's is
not an auditor and cannot in every instance independently verify
or validate information received in the rating process.


BENADA ALUMINUM: Has Interim OK for $6.25 Million Loan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Benada Aluminum Products LLC has interim approval for
$6.25 million in loans.  The court granted interim approval for
loans, where $5 million is provided by Wells Fargo Bank N.A. and
the remainder from FLT Capital LLC.  A final financing hearing is
set for Sept. 4.

According to the report, Wells Fargo Bank NA is already owed
$7 million on a prepetition revolving credit and term loan.
FLT Capital LLC, a part owner of the business, is already owed
$2 million on a secured obligation.

Hydro Aluminum of Linthicum, Maryland, owed about $1.4 million, is
the biggest unsecured creditor.

                           About Benada

Benada was formed in 2011 to purchase assets of two aluminum
products manufacturing companies.  It purchased via 11 U.S.C. Sec.
363 the Sanford facility of Florida Extruders International (Case
No. 08-07761).  It also purchased the assets Miami, Florida-based
Benada Aluminum of Florida Inc.  The Debtor has since consolidated
operations and operates only out of its location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor estimated
between $10 million and $50 million in assets and debts.


BERWIND REALTY: Has Access to BPPR Cash Collateral for 90 Days
--------------------------------------------------------------
U.S. Bankruptcy Judge Brian K. Tester this month approved a
settlement whereby Banco Popular de Puerto Rico consents to
Berwind Realty LLC's limited use of certain rents and postpetition
income to satisfy certain operating expenses.

The Debtor's income is derived essentially from collecting rents
from tenants in the Debtor's various commercial properties.

According to BPPR, prior to the bankruptcy filing, the bank
foreclosed all of the rents and as such the rents are property of
BPPR and not property of the Debtor's estate.

The Debtor, however, contests that BPPR effectively foreclosed the
Rents, and asserts that the postpetition rents are not subject to
BPPR's foreclosure attempt.  At the very most, the Debtor argues,
BPPR has a lien on the Rents and such cash collateral can be used
pursuant to Section 363 of the Bankruptcy Code.

To avoid further legal costs to the estate, the Debtor and BPPR
have agreed to set the controversy in abeyance for 90 days, and
allow the Debtor to use the rents and postpetition income, so that
the parties can explore a potential consensual resolution of the
foreclosure controversy or, in the alternative, to present a
consensual plan of reorganization.

As adequate protection, the Debtor grants to BPPR a replacement
lien and a post-petition security interest on all of the assets.

                     About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Berwind Realty's
president, Saleh Yassin signed the petition.  Charles A. Cuprill,
PSC Law Offices, serves as bankruptcy counsel.


BUENA VISTA OCEANSIDE: Court Pegs Value of 2 Hotels at $2.2MM
-------------------------------------------------------------
Buena Vista Oceanside, LLC, asserts that the value of the Buena
Vista Hotel and the Courtyard Villa Hotel is $1,690,000 and
Optimum Bank asserts that the value is $3,375,000.  Acting on a
Motion for Valuation of Secured Claim and Avoidance of Lien filed
by Buena Vista Oceanside, Bankruptcy Judge Judith K. Fitzgerald
finds that the value of the Properties lies somewhere between
these two numbers.  According to Judge Fitzgerald -- after
reviewing the appraisal reports submitted by the experts, the
testimony of the witnesses at trial and the deposition testimony
of Richard Zimmer, a professional engineer and construction
consultant hired by the Debtor to draft a report discussing what
repairs were necessary at the Courtyard Villa -- the Court
determines the combined value of the Properties is $2,238,182.
The Court also held that Optimum Bank has a secured claim of
$2,238,182 and an unsecured claim of $2,739,802.  Optimum on
Sept. 1, 2011, filed a Proof of Claim of $4,977,984 on account of
a 2005 loan.  A copy of the Court's Aug. 17 Memorandum Opinion is
available at http://is.gd/iMnPjsfrom Leagle.com.

Buena Vista Oceanside, LLC, filed a voluntary petition for relief
under Chapter 7 (Bankr. W.D. Pa. Case No. 11-24516) on July 20,
2011.  On Aug. 8, 2011, the Court entered an order converting the
case to a chapter 11.  The Debtor is currently in possession of
its assets and managing its affairs as a debtor-in-possession.

Buena Vista Oceanside is a limited liability company that owns and
operates the Buena Vista Hotel, which consists of 14 units and is
located across the street from the beach; and the Courtyard Villa
Hotel, which consists of eight units and is situated on the beach
front.


CITIZENS DEVELOPMENT: Seeks Dismissal of Bankruptcy Case
--------------------------------------------------------
Citizens Development Corp. asks the U.S. Bankruptcy Court to
dismiss its Chapter 11 bankruptcy case conditioned upon the
payment in full of all outstanding Office of the United States
Trustee quarterly fees and allowed professionals' fees.

The Debtor said its disputes with its secured creditors led the
Debtor to file for bankruptcy protection.  Specifically, the
threatened foreclosures of its hotel, recreation center,
restaurant, and country club, caused the Debtor to file for
bankruptcy protection.  These disputes resulted from the Debtor
having experienced a major decline in revenues during the current,
ongoing, economic recession, along with a sharply declining real
estate market.

The Debtor said its disputes with secured lenders have been
resolved by way of either agreements with the secured lenders or
from the lenders obtaining relief from the automatic stay, such
that this bankruptcy no longer serves the purpose it was set out
to serve.  Citizens and its affiliates eliminated, settled, or
otherwise resolved many claims asserted against them by way of
settlement agreements and related orders of the Court. Some of the
largest claims, including Bank of the West's more than $3 million
claim, and Javier Serhan's $4 million claim, have been completely
removed.  All remaining general unsecured claims are comprised of
either contingent guaranty or indemnity obligations, or claims
filed by vendors which by and large continue to do business with
the Debtor or its affiliates and which the Debtor believes would
not object to a dismissal of this case.

The Debtor does have open issues with certain other creditors
whose claims have not yet been eliminated, settled, or otherwise
resolved.  However, the Debtor believes the issues can be resolved
outside of the Debtor's Chapter 11 bankruptcy case.  Specifically,
the Debtor's pending disputes revolve around (1) LSMCA's breach of
contract allegations against the Debtor; and (2) environmental
issues regarding the Regional Water Quality Control Board.

                About Citizens Development Corp.

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., at Levene, Neale, Bender, Yoo
& Brill LLP, represents the Debtor.  The Debtor estimated its
assets and debts at $10 million to $50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Calif. Case No. 10-13024).


CLARE OAKS: DIP Financing Maturity Extended Until Sept. 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in an amended order, (i) approved a fifth amendment to Clare Oaks'
senior secured Debtor-in-Possession loan agreement; (ii)
authorized the Debtor to obtain postpetition financing in excess
of the $5,800,000 financing cap; and (iii) approved the amended
budget.

The Court in March entered the final order authorizing the Debtor
to obtain postpetition financing on a senior superpriority basis.
Pursuant to the fifth amendment, among other things:

   -- the maturity date of the loan is extended from Aug. 31,
      2012, until Sept. 30, 2012;

   -- certain milestones of the loan include -- (i) not later than
      Aug. 31, 2012, a plan of reorganization and disclosure
      statement will have been filed; (ii) not later than
      Sept. 30, 2012, the plan will become effective; and (iii)
      upon payment to the lender of an additional fee in the
      amount of $60,000, the milestones, without any Court action,
      will be extended to Oct. 31, 2012, and the maturity date
      will likewise be extended until Oct. 31, 2012.

The bank and Wells Fargo Bank, National Association, in its
capacity as Master Trustee under the Master Indenture have
consented to the relief granted.

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

                          About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois. Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation. Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides
over the case. David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel. North Shores Consulting serves as
the Debtor's operations consultant. Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer. Sheila King Marketing + Public Relations
serves as communications advisors. CliftonLarsonAllen is the
Debtor's accountants. B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor. In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts. The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC. Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP. Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.


CLIFFS CLUBS: Wins Confirmation of Sale Plan
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cliffs Club & Hospitality Group Inc., the owner of
eight high-end golf and tennis clubs in North Carolina and South
Carolina, conducted a confirmation hearing this month and received
approval of the Chapter 11 plan on Aug. 17.

According to the report, confirmation of the plan doubled as
approval of a sale to Carlile Development Group.  Competing
bidders dropped out before a court-authorized auction.  Carlile is
buying the projects along with a group including SunTx Urbana GP I
LLP and Arendale Holdings Corp.

The report relates that in exchange for $73.5 million in secured
notes, the plan gives secured lenders $64 million, paid over 20
years without interest.  The lenders will receive the greater of
$1 million a year or half of cash flow.  The outstanding balance
comes due at maturity.  Unsecured creditors with an estimated
$3.9 million in claims were told in the disclosure statement to
expect a 75% recovery.  Contractors with $1.5 million in so-called
mechanics liens are being paid in full without interest.

The report notes that club members are invited to join the newly
reorganized club.  Those who accept the offer will have a recovery
between 35% and 75%.  Members not accepting will have a projected
recovery of 4% to 10%.

                         About Cliffs Club

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

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

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

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

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

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

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

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


DBSI INC: Judge Won't Transfer Venue of Avoidance Suit to Idaho
---------------------------------------------------------------
Delaware Bankruptcy Judge Peter J. Walsh denied the request of Abe
Lee Realty and Others to transfer to the District of Idaho the
venue of the adversary proceeding, JAMES R. ZAZZALI, as Trustee
for the Debtors' Jointly-Administered Chapter 11 Estates and/or as
Litigation Trustee for the DBSI Estate Litigation Trust,
Plaintiff, v. 1031 EXCHANGE GROUP, et al., Defendant, Adv. Proc.
No. 10-54648(Bankr. D. Del.).  The DBSI Estate Litigation Trust
asserts causes of action for the avoidance and recovery of
fraudulent transfers under sections 544, 548, 550, and 551 of the
Bankruptcy Code and Idaho state law; declaratory judgment related
to the Securities Act of 1933 and the Securities Exchange Act of
1934; unjust enrichment; rescission; and disallowance of claims
pursuant to section 502 of the Bankruptcy Code.

According to Judge Walsh, the Movants are located in several
different states, so it is impossible to pick a venue that will
not inconvenience many of the parties.  "Because Trustee is
litigating this matter on behalf of DBSI's creditors -- at the
expense of those creditors' recovery from the estate -- I conclude
that Delaware is the best forum for this action," the judge said.

A copy of Judge Walsh's Aug. 14, 2012 Memorandum Opinion is
available at http://is.gd/Lwge9Dfrom Leagle.com.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee of DBSI Inc. won court
confirmation of its Chapter 11 plan of liquidation, paving the way
for it to pay creditors and avoid years of expensive litigation
over its complex web of affiliates.  The plan, which was declared
effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured
creditors and the bankruptcy trustee in charge of DBSI and its
170-plus affiliates.

Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real
Estate Liquidating Trust was established as of the effective date
and certain of the Debtors' assets, including the Debtors'
ownership interest in Florissant Market Place was transferred to
the RE Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DEEP PHOTONICS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Deep Photonics Corporation filed with the Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $75,111,128
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,917,393
                                 -----------      -----------
        TOTAL                    $75,111,128       $4,917,393

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

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

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  Bankruptcy
Judge Trish M. Brown presides over the case.  Timothy J. Conway,
Esq., at Tonkon Torp LLP, serves as the Debtor's counsel.  The
petition was signed by Theodore Alekel, president.


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

                       About Deep Photonics

Deep Photonics Corporation filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35626) on July 20, 2012.  Deep Photonics designs
and manufactures innovative solid-state fiber lasers.  The Debtor
scheduled $75,111,128 in assets and $4,917,393 in liabilities.
Bankruptcy Judge Trish M. Brown presides over the case.  Timothy
J. Conway, Esq., at Tonkon Torp LLP, serves as the Debtor's
counsel.  The petition was signed by Theodore Alekel, president.


DEX ONE: SuperMedia Merger No Impact on Moody's Ratings
-------------------------------------------------------
Dex One Corporation's and SuperMedia Inc.'s announcement that
their Boards of Directors have approved a definitive agreement
that the companies will combine in a merger. Moody's Investors
Service said that the transaction does not affect the ratings of
both issuers.

The transaction, which must be approved by both companies'
shareholders and lenders, is expected to close in the fourth
quarter of 2012. The combined companies estimate annual expense
synergies of $150 to $175 million by 2015 as well as preserved tax
attributes of as much as $1.8 billion to improve cash flow.

As reported by the Troubled Company Reporter-Europe on Apri 2,
2012, Moody's Investors Service downgraded the corporate family
rating (CFR) for Dex One Corporation's to Caa3 from B3 based on
Moody's view that a debt restructuring is inevitable.  Moody's
expected ultimate recoveries would be about 50%.  Moody's also
changed Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The revision of
the PDR to Ca/LD reflects Moody's view that the transaction
constitutes a distressed exchange.


DEWEY & LEBOEUF: Fifth Third OK'd to Exercise Rights on Property
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
terminated the automatic stay with respect to all of Dewey &
LeBoeuf LLP's property except for any property located at 975 F
Street, Washington, D.C., and property in use.  The portion of the
motion relating to the 975 F Property is adjourned until Aug. 23,
2012, at 10:00 a.m.

Fifth Third Bank is authorized to do any and all acts necessary or
proper to enforce its rights with respect to all property.  The
Debtor, to the extent practicable, will assist in facilitating the
return of the property to Fifth Third, consistent with the terms
of the rejection order.

As reported in the Troubled Company Reporter on July 10, 2012, the
Debtor entered into lease schedule, as amended with Fidelity
National Capital, Inc. doing business as Winthrop Capital.
Winthrop assigned or otherwise conveyed certain of its rights and
interests to Firth Third.  Prior to the Petition Date, the Debtor
defaulted under the agreement by failing to make certain payments
due thereunder.  As of the Petition Date, the outstanding amount
due under the agreement was:

      i) schedule 008 -- $4,230,527
     ii) schedule 011 -- $5,883,977
    iii) schedule G01 -- $818,282

Fifth Third notes that the Debtor has been using a portion of the
property, but has not made any adequate protection payment for the
same.

According to Fifth Third, among other things:

   -- the value of the property is less than the amount that is
      owed by the Debtor to Fifth Third;

   -- to date, no Chapter 11 Plan has been filed; and

   -- the Debtor stated that it is in the process of winding down
      its operations and is liquidating.

                       About Dewey & LeBoeuf

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

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

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

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.  The Debtor
disclosed $368,117,240 in assets and $348,817,408 in liabilities
as of the Chapter 11 filing.

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

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

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired lawyers at Kasowitz, Benson,
Torres & Friedman LLP, as counsel.  The Official Committee of
Unsecured Creditors tapped Deloitte Financial Advisory Services
LLP as its financial advisor.


DEWEY & LEBOEUF: Former Partners Want Ch. 11 Trustee
----------------------------------------------------
Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby &
MacRae in the Chapter 11 case of Dewey & Leboeuf LLP, asks the
U.S. Bankruptcy Court for the Southern District of New York to
appointment a Chapter 11 trustee or, in the alternative,
appointment an examiner.

According to the Former Partners, "cause" exists to appoint a
Chapter 11 trustee due to gross mismanagement by the prepetition
management of Dewey & LeBoeuf, as well as continuing mismanagement
by the Debtor's management postpetition, or the appointment of a
trustee is beneficial to all parties-in-interest.

The Former Partners add that an examiner will investigate, report
on, and pursue or settle avoidance claims and any other claims
arising out of the conduct of the Debtor, including former
chairman Steven H. Davis, former executive director Stephen
DiCarmine, former chief financial officer, Joel Sanders and other
partners of the Debtor who were members of its management
committees or otherwise had influence over the affairs of the
Debtor.

The Former Partners are represented by:

         Eric Lopez Schnabel, Esq.
         Jessica D. Mikhailevich
         DORSEY & WHITNEY LLP
         51 W. 52nd Street
         New York, NY 10019
         Tel: (212) 415-9200
         Fax: (212) 953-7201

              - and -

         Annette Jarvis
         Peggy Hunt
         DORSEY & WHITNEY LLP
         Kearns Building
         136 South Main Street, Suite 1000
         Salt Lake City, UT 84101-1655
         Tel: (801) 933-8933
         Fax: (801) 933-7373

                       About Dewey & LeBoeuf

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

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

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

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
US$6 million.  The Pension benefit Guaranty Corp. took US$2
million of the proceeds as part of a settlement.  The Debtor
disclosed $368,117,240 in assets and $348,817,408 in liabilities
as of the Chapter 11 filing.

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

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

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The Former Partners hired lawyers at Kasowitz, Benson,
Torres & Friedman LLP, as counsel.  The Official Committee of
Unsecured Creditors tapped Deloitte Financial Advisory Services
LLP as its financial advisor.


DEWITT REHABILITATION: Staffing Firm's Claim Won't Have Priority
----------------------------------------------------------------
United Staffing Registry, Inc.'s claim against DeWitt
Rehabilitation and Nursing Center, Inc., has been demoted to
general unsecured status after Bankruptcy Judge Allan L. Gropper
sustained DeWitt's objection to the priority portion of the claim.

United Staffing Registry had a contract with the Debtor to supply
the Debtor with temporary employees.  It filed a proof of claim
asserting a contract claim of $1,875,300 for "Employee Services"
of which, it asserted, $148,852 was entitled to priority status
under 11 U.S.C. Sec. 507(a)(5) as "contributions to an employee
benefit plan."  It attached a schedule showing that the $148,852
represented the social security (FICA), Medicare, unemployment and
other insurance payments it made for the benefit of the temporary
employees that it provided to the Debtor.

The Debtor objected to the claimed priority, asserting that United
Staffing Registry had only an unsecured non-priority claim for
unpaid amounts due under the contract, including United Staffing
Registry's payments for withholding taxes and insurance to its own
employees.  The Debtor cited In re Grant Indus. Inc., 133 B.R. 514
(Bankr. W.D. Mo. 1991), where the Court disallowed the priority
portion of the claim of a temporary employment agency which had
supplied the debtor with temporary employees and asserted that it
was entitled to the priority wage claim of employees under 11
U.S.C. Sec. 507(a)(3) (now renumbered Sec. 503(a)(4)).  The Court
in Grant Industries found that "[t]he key distinction is between
those claimants who are truly engaged in a master/servant
relationship with the debtor and those who are engaged in a
contractual relationship with the debtor," and that the latter are
not entitled to a priority.

According to Judge Gropper, in DeWitt's case, the employees whose
benefits were paid were not at any time employees of the Debtor,
and the contract between United Staffing Registry and the Debtor
made it entirely clear that United Staffing Registry was
responsible for payments to United Staffing Registry's employees
and that United Staffing Registry would indemnify the Debtor for
any such payments that United Staffing Registry failed to make.

United Staffing Registry argues that its employees may, under New
York law, be deemed "special employees" of the Debtor, citing,
inter alia, Thomson v. Grumman Aerospace Corp., 78 N.Y.2d 553, 578
N.Y.S.2d 106, 585 N.E.2d 355 (1991).  According to the judge, the
principle applies in workers' compensation cases and is irrelevant
for purposes of construction of Sec. 507(a)(5) of the Bankruptcy
Code.  Moreover, the employees are not the Claimants.  United
Staffing Registry was the creditor of the Debtor for the amount it
paid its employees and not a mere conduit or agent of the Debtor,
Judge Gropper said, citing Cf. Official Comm. of Unsecured
Creditors v. U.S. Relocation Servs. (In re 360 Networks (USA)
Inc.), 338 B.R. 194, 201-04 (Bankr. S.D.N.Y. 2005).

A copy of Judge Gropper's Aug. 17, 2012 Memorandum of Decision and
Order is available at http://is.gd/Rt67sefrom Leagle.com.

                    About Dewitt Rehabilitation

New York-based DeWitt Rehabilitation and Nursing Center runs a
499-bed nursing home on East 79th Street in Manhattan.  The
nursing home is owned by Marilyn Lichtman, who has been the
operator since the facility opened in 1967.

DeWitt Rehabilitation filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-10253) on Jan. 25, 2011.  Marc A.
Pergament, Esq., at Weinberg, Gross & Pergament, LLP, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
at up to $50,000 and debts at $10 million to $50 million.

DeWitt Rehabilitation won confirmation of a Chapter 11 exit plan
on June 28, 2012.  Under the plan, unsecured creditors with more
than $16 million in filed claims are to receive $4.6 million, with
$1.75 million paid when the plan becomes effective.  The
remainder, about $2.9 million, will be paid in installments over
five years.  The $5.5 million owing to the Internal Revenue
Service will be paid in installments over five years.  The
installments on unsecured debt will be secured by a subordinate
lien on accounts receivable.  The class will receive 70% of
collections from preference suits.  In addition, they will receive
20% of their claims if the facility is sold.  The $2.6 million
claim of Marilyn Lichtman, who owns the facility, won't be paid
until unsecured creditors and the union are fully paid.


DIME COMMUNITY: Fitch Affirms Rating on Trust Preferred at 'BB-'
----------------------------------------------------------------
Fitch Ratings has affirmed Dime Community Bancshares, Inc.'s
(DCOM) and Dime Savings Bank of Williamsburgh's long- and short-
term Issuer Default Ratings (IDR) at 'BBB' and 'F2', respectively.
The affirmation of DCOM's ratings reflects the institution's solid
asset quality and consistent profitability as well its
concentrated loan portfolio and undiversified earnings profile.
The Rating Outlook is Stable which embodies management's continued
strategic focus on multifamily lending and consistent operating
results.

Fitch believes DCOM's strategic focus on rent-regulated,
multifamily lending has been a driver of solid asset quality.
Typically, rent-regulated units have low vacancy rates and
therefore very steady cash flows.  Net charge-offs totaled just
0.17% of total loans in 2011 and have remained very low throughout
multiple credit cycles due to conservative underwriting standards
(53% portfolio weighted average loan to value) and a local market
that is supported by favorable rent regulations.  Fitch views
DCOM's solid asset quality as a primary ratings driver for the
institution.

Although higher than historical levels, nonperforming loans
(including troubled debt restructurings), remain low relative to
peer institutions at 1.7% of total loans.  TDRs increased
significantly in 2011, primarily due to a FASB accounting update
clarifying when banks should classify a TDR.  Fitch believes the
level of risk in the portfolio is flat, despite the rise in
reported TDRs.

Earnings are solid and remain at levels commensurate with
similarly rated peers.  Return on average assets finished at 1.1%
at the end of second quarter, which is down 6bps from year-end
2011.  However, Fitch believes it is unlikely that current
operating results will persist in the current rate environment.
DCOM's cost of funds has decreased significantly and is likely
near the potential bottom, while multi-family loans continue to be
refinanced into lower rates.  Therefore, absent any large pre-
payment fee income, margin pressure is expected in the current
rate environment.

Although multi-family loans have a strong history of performance,
the size and geographic location poses significant concentration
risk to the institution.  Multifamily loans represent over 800%
percent of capital, and the loan portfolio is almost entirely
located in New York City.  Changes to rent regulations or a sharp
downturn in economic conditions in the New York metro area can
have significant negative impact on DCOM's loan portfolio.

DCOM is heavily reliant on real estate brokers for the majority of
its new-loan originations which could become a concern if one of
the larger brokers experiences problems or decides to direct
business away from the company.  While the broker model is
predominant in the New York City real estate market, DCOM's size
may put it at a disadvantage in relation to its larger
competitors, especially as competition for multi-family loans has
picked up.

Capital ratios continue to steadily improve since reaching a
trough in 2008, as asset growth decelerated and stock repurchase
activity was curtailed.  Fitch views DCOM's capital ratios as
adequate for the current ratings, particularly given the
institutions loss history.  Further, proposed capital rules leave
risk weightings for multi-family loans unchanged, which relieves
some regulatory capital uncertainty going forward.

Ratings Drivers and Sensitivities:
Fitch believes DCOM's rating is solidly situated at current
levels.  Further ratings improvement is unlikely given the
meaningful concentrations in the loan portfolio and undiversified
income stream.  However, negative ratings pressure could occur if
there were a significant change to rent regulations in New York, a
sharp increase in problem loans or a significant loss of business
from DCOM's primary broker.  Additionally, although not
anticipated, any significant changes in the mix of business,
either by product type or geography, would be carefully considered
by Fitch to determine any potential ratings impact.

Fitch has affirmed the following ratings with a Stable Outlook:

Dime Community Bancshares, Inc.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Viability rating at 'bbb';
  -- Support at '5';
  -- Support Floor at 'NF'.

Dime Savings Bank of Williamsburgh

  -- Long-term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Short-Term IDR at 'F2';
  -- Short-Term Deposits at 'F2';
  -- Viability rating at 'bbb'.
  -- Support at '5';
  -- Support Floor at 'NF';

Dime Community Capital Trust I

  -- Trust Preferred at 'BB-'.


DRB INC: Don's Trucking Files for Chapter 11 Bankruptcy
-------------------------------------------------------
Michael Schwartz at Richmond Bizsense reports that D.R.B Inc., dba
Don's Trucking, filed for Chapter 11 bankruptcy last week.

According to the report, D.R.B Inc., which is engaged in the
trucking-contract hauling business, lists $2.8 million in debts to
more than a dozen businesses and other creditors.  That debt
includes $200,000 owed to the IRS, $42,000 owed to Anthem, $35,000
owed to B&C Truck Sales of Glen Allen, $27,000 owed to Colonial
Tire in Richmond and $25,000 owed to Parker Oil in Hopewell.

According to the report, the biggest chunk of its listed debt is
$2.52 million owed to United Leasing Corp.  The bankruptcy filing
states that Don's Trucking is disputing that debt.

The report notes Don's Trucking is represented in its Chapter 11
filing by Robert Canfield, Esq., of Canfield, Baer & Heller.

The report adds Martha H. Beverley is the sole director of the
company.


EASTMAN KODAK: Hearing on Patent Sale Moved to Aug. 30
------------------------------------------------------
Matthew Daneman at Democrat and Chronicle reports that the court
calendar for Bankruptcy Judge Allan Gropper shows the hearing on
Eastman Kodak's request for approval of the patent sale has been
rescheduled for Aug. 30.  The hearing was previously scheduled for
Aug. 20.

Kodak is in the process of auctioning its digital imaging patent
portfolio to raise potentially billions of dollars to pay back the
lenders keeping it afloat during its Chapter 11 bankruptcy.  The
auction began Aug. 8 and was to have wrapped up by the 13th.  But
the company has said it remains in discussions with the bidders,
though it has given no specifics.

The report notes Kodak made a point last week of reiterating that
it isn't obligated to sell the patents via auction and could opt
not to accept any of the bids.  However, in a bankruptcy court
filing asking for the hearing rescheduling, Kodak said it "is
continuing discussions with respect to a potential sale."

The report adds the Aug. 30 hearing points to Kodak expecting to
have the auction process wrapped up by Aug. 23.  Under the terms
of the auction sale process, the company has to give at least
seven days' notice that there will be a hearing.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Creditor Raises Specter of Collusive Bidding
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an Eastman Kodak Co. creditor said in a letter to the
U.S. Trustee that there may be collusive bidding for the bankrupt
company's portfolio of digital-imaging technology.

According to the report, originally, the non-public auction
process was to have ended last week.  Although Kodak said the
slow-motion auction continues, the company also warned that it
"may retain all or parts of it as a source of creditor recoveries
in lieu of a sale."

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EASTMAN KODAK: Auction Process May be Probed
--------------------------------------------
Trading system provider PhD Trading.com said that Eastman Kodak
Company has run into trouble with the auction of its digital
patents with a New York-based hedge fund bond holder in Kodak
asking for a probe into the auction process.

According to a press release by PhD, Kodak has put up 1100 of its
digital patents on the auction hoping to raise more than $2
billion to pay down debt and $700 million of bankruptcy financing
obtained from Citigroup.  The Wall Street Journal had reported
last week that bids for the auction had come in at prices lower
than expected with Google and Apple teaming up to form a cartel.

Esopus Creek Value Series Fund LP, which holds bonds of Kodak,
said in a letter to Tracy Hope Davis, the U.S. trustee who
supervises bankruptcies in the New York region that Apple and
Google joining forces would affect the integrity of the bidding
process.

                        About Eastman Kodak

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

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

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

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

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

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

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

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


EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered Education Management LLC's
("Education Management" -- wholly owned subsidiary of Education
Management Corporation) corporate family rating to B3 from B2, the
ratings on the senior secured bank debt to B3 from B2, and the
rating on the senior unsecured notes to Caa2 from Caa1. The
ratings were also placed under review for further possible
downgrade. The speculative grade liquidity rating was affirmed at
SGL-3.

The downgrade of the corporate family rating reflects prospects
for weaker than expected operating performance for fiscal 2013.
Moody's expects that debt to EBITDA will approach 5.0 times
(Moody's adjusted) over the next 12 to 18 months, as compared to
our previous peak expectation of 4.0 times. Correspondingly,
cushion under the financial covenants governing Education
Management's credit agreement is likely to be lower than expected.
The review for further possible downgrade was prompted by
significant uncertainty as to when new enrollments will turn
positive and result in an improvement or stabilization of revenue
and earnings. The review was also prompted by Moody's concern that
the company may have to refinance upcoming debt maturities at a
high interest rate, which would further pressure free cash flow
that has already materially declined. There is a springing
maturity to the senior secured credit facilities, which will
mature on March 1, 2014 if the company does not refinance the $375
million 8.75% senior notes due June 1, 2014 on or prior to this
date.

Ratings downgraded:

  Corporate family rating to B3 from B2

  Probability of default rating to B3 from B2

  $328 million senior secured revolving credit facility due 2015
  to B3 (LGD3, 45%) from B2 (LGD3, 46%)

  $745 million senior secured term loan due 2016 to B3 (LGD3,
  45%) from B2 (LGD3, 46%)

  $349 million senior secured term loan due 2018 to B3 (LGD3,
  45%) from B2 (LGD3, 46%)

  $375 million senior unsecured notes due 2014 to Caa2 (LGD6,
  91%) from Caa1 (LGD6, 92%)

Rating affirmed:

Speculative grade liquidity rating at SGL-3

Ratings Rationale

Education Management's B3 corporate family rating reflects
declining enrollment and profitability levels, deteriorating
credit metrics, substantial goodwill impairment charges that were
recorded in recent periods, and approaching refinancing risk. The
company faces heightened regulatory/legal risk given its reliance
on Title IV student loans and there is the potential for increased
competition from non-profit institutions in the wake of negative
industry press. The rating incorporates increased industry
regulation and oversight in the form of the Department of
Education's ("DOE") gainful employment rules and concerns over the
company's ability to maintain compliance with other ongoing
regulatory requirements. In addition, Title IV programs are
generally dependent on government's willingness to invest in
education and are subject to political and budgetary concerns.
Education Management's rating is supported by its business
position as one of the largest providers of post-secondary
education in the U.S., significant scale with revenues close to
$3.0 billion, the diversity of its academic programs, and credit
metrics that are generally good for the ratings category.

In the review, Moody's will evaluate the expected trend in new and
total enrollments, the ramifications of reduced student loan
availability, and the timing for a potential recovery in revenue
and earnings. The review will also focus on the company's status
relative to ongoing regulatory requirements and its ongoing
efforts for addressing the DOE's gainful employment rules.
Finally, the review will focus on the company's liquidity,
including free cash flow, expected requirements for letters of
credit, cushion under financial covenants as well as its plans for
addressing debt maturities.

The principal methodology used in rating Education Management LLC.
was the Global Business & Consumer Service Industry Ratings
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.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue. The
company had revenues of approximately $2.8 billion for the fiscal-
year ended June 30, 2012.


ELMIRA DOWNTOWN: Former First Arena Operator Files for Chapter 11
-----------------------------------------------------------------
Jason Whong at The Ithaca Journal reports that Elmira Downtown
Arena LLC of Southfield, Michigan, also known as EDA, has filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in
Rochester, N.Y., listing assets of between $100,000 to $500,000,
and liabilities of between $1 million and $10 million.

The report, citing court documents, says EDA owes $108,695 to
the New York State Insurance Fund, $81,261 to the ECHL, $39,369 to
Reebok-CCM Hockey, $36,063 to New York State Electric & Gas Corp.
and $34,800 to Capital Sports and Entertainment Inc. of Austin,
Texas.  A list of creditors attached to the filing shows 99
companies or people owed money by EDA, though it doesn't say how
much is owed.

The report also notes EDA owes money to the City of Elmira, the
Elmira City School District, the Elmira Water Board, Southern Tier
Economic Development, and Elm Arena LLC.

EDA operated the First Arena by agreement with STED, the arena
owner, until July 24, when local businessman Tom Freeman emerged
as the new arena owner and operator though a new company, Elm
Arena LLC.

According to the report, in documents filed Aug. 9 in U.S.
District Court in Rochester, M-Team LLC, which operates the Elmira
Jackals hockey team, accuses Elm Arena and STED of breach of
contract.  Exhibits in the filing show that Elm Arena doesn't
think the Jackals have a valid lease for the 2012-13 season.
Tamer Afr owns M-Team, which operates the Jackals.

The report relates Tamer Afr said the Jackals have a lease, and
that Elm Arena is "trying to argue it doesn't exist."


ENERGY XXI: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Bermuda-based exploration and production company Energy
XXI (Bermuda) Ltd. (EXXI) to 'B+' from 'B'. The outlook is stable.

"At the same time we revised our recovery rating on the company's
senior unsecured debt to '5', indicating expectations for modest
(10% to 30%) recovery in the event of a payment default, from '4'.
The 'B' senior unsecured debt ratings remain unchanged," S&P said.

"The upgrade reflects our expectation that EXXI will maintain its
solid operating performance, including minimum reserve replacement
of about 85% or better, a proved developed reserve life of about
five years, and above-average profitability," said Standard &
Poor's credit analyst Paul B. Harvey. "For its fiscal year ended
June 30, the company replaced nearly 120% of production and ended
the year with a proved developed reserve life of about five years.
We view these as above-average measures relative to its peers in
the Gulf of Mexico and Gulf Coast regions. We expect EXXI's
profitability, about $34 per boe for 2012, to remain strong for
the rating."

"The revision of the recovery rating reflects a decrease in
estimated recovery prospects following an analysis of June 30,
2012 reserves. Reserves were evaluated using our recovery price
assumptions, $45 crude oil and $4 natural gas, as well as current
cost levels. Largely as a result of increased operating costs
versus year-ago levels, the estimated value of EXXI's reserves
materially declined, and the estimated recovery on unsecured debt
fell below 30%," S&P said.

"The ratings on Energy XXI (Bermuda) Ltd. reflect our assessment
of its 'weak' business risk, 'aggressive' financial risk, and
'strong' liquidity profiles. The company's moderate reserve size,
focus on the difficult Gulf of Mexico region that requires high
reinvestment to maintain production and reserve levels, and an
elevated cost structure limit the benefits of its above-average
profitability. Rating factors also include the company's improved
liquidity and cash flows, near-term free cash flow generation and
expectations for a focus on maintaining low debt leverage," S&P
said.

"The stable outlook reflects our expectation that EXXI will
maintain above-average financial and operational performance over
the next 12 to 18 months. Debt leverage should remain about 1.5x
and reserve replacement 80% to 90%," S&P said.

"We could lower ratings if debt leverage exceeds 3x for a
prolonged period, or if we assess liquidity as less than adequate.
We believe this could occur due to an extended period of low
commodity prices such as crude oil below $60.00 per barrel and
natural gas below $2.00 per mcfe, which would lower cash flows
and result in increased borrowing to fund capital spending to
maintain production levels. Alternatively, a prolonged operational
disruption from a hurricane could weaken liquidity. Finally, if
the proved developed reserve life falls below four years, likely
due to poor reserve replacement, we could lower ratings," S&P
said.

"We currently do not expect to raise ratings over the next 12
months. An upgrade would require EXXI to increase reserves to over
200 mmboe while maintaining debt leverage below 3x. Given its
concentration in the Gulf of Mexico, we would also need EXXI to
maintain at least a five-year proved developed reserve life and
increase its geographic diversification within the Gulf," S&P
said.


ENERGY FOCUS: Had $900,000 Net Loss in Second Quarter
-----------------------------------------------------
Energy Focus, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $900,000 on $7.7 million of revenue for
the three months ended June 30, 2012, compared with a net loss of
$1.2 million on $8.2 million of revenue for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $2.8 million on $13.0 million of revenue, compared with a net
loss of $4.0 million on $13.7 million of revenue for the
comparable period in 2011.

The Company's balance sheet at June 30, 2012, showed $14.3 million
in total assets, $10.7 million in total liabilities, and
stockholders' equity of $3.6 million.

As reported in the TCR on April 11, 2012, Plante & Moran, PLLC, in
Cleveland, Ohio, expressed substantial doubt about Energy Focus's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company incurred net losses of $6,055,000,
$8,517,000, and $11,015,000 during the years ended Dec. 31, 2011,
2010, and 2009.

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

                       http://is.gd/ZVl6rl

Solon, Ohio-based Energy Focus, Inc., designs, develops,
manufactures, and markets energy-efficient lighting products, and
is a provider of turnkey, energy-efficient, lighting solutions in
the governmental and public sector market, general commercial
market, and the pool market.


ENOVA SYSTEMS: Revenues Lower Due to Delays in EV Technology
------------------------------------------------------------
Enova Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.8 million on $543,000 of revenues for
the three months ended June 30, 2012, compared with a net loss of
$1.3 million on $2.5 million of revenues for the same period last
year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.0 million on $903,000 of revenues, compared with a net loss
of $3.2 million on $5.5 million of revenues for the comparable
period in 2011.

According to the Company, due to continued delays in industry
adoption of electric vehicle (EV) technology, the Company's
revenues continue to significantly decrease.

The Company's balance sheet at June 30, 2012, showed $5.1 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $1.6 million.

At June 30, 2012, the Company had an accumulated deficit of
approximately $155.1 million, cash and cash equivalents of
$233,000 and working capital of approximately $3.4 million and
shareholders' equity of approximately $1.6 million.

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

                       http://is.gd/iOLQAY

Torrance, California-based Enova Systems, Inc. (NYSE MKT: ENA)
develops, designs and produces proprietary, power train systems
and related components for electric and hybrid electric buses and
medium and heavy duty commercial vehicles.

*     *     *

As reported in the TCR on April 4, 2012, PMB Helin Donovan, LLP,
in San Francisco, California, expressed substantial doubt about
Enova Systems' ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations, decline in
sales, and has a need for a substantial additional capital
investment.


ENOVA SYSTEMS: Appeals Delisting; Granted Sept. 2012 Hearing Date
-----------------------------------------------------------------
As reported in the TCR on July 10, 2012, Enova Systems, Inc., on
July 5, 2012, received notice from the NYSE MKT indicating
that the Company no longer complies with the Exchange's continued
listing standards as set forth in Section 1003 of the NYSE MKT
Company Guide, and that its securities are, therefore, subject to
being delisted from the Exchange.

Following a review, the staff of NYSE MKT advised the Company that
the Exchange did not accept the proposed Plan and that the Company
is therefore subject to delisting pursuant to Section 1009 of the
Company Guide.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company exercised its right to appeal the determination of the
Staff by requesting a hearing with the Listing Qualifications
Panel.  The Company was granted a hearing date in September 2012.
"There can be no assurance that the Company's request for
continued listing will be granted or that, if granted, the Company
will be able to continue to meet the minimum listing requirements.
If our common stock were to be delisted from the NYSE MKT, it
would materially adversely affect the price and liquidity of our
common stock, and our ability to raise funds from the sale of
equity in the future."

Torrance, California-based Enova Systems, Inc. (NYSE MKT: ENA)
develops, designs and produces proprietary, power train systems
and related components for electric and hybrid electric buses and
medium and heavy duty commercial vehicles.

*     *     *

As reported in the TCR on April 4, 2012, PMB Helin Donovan, LLP,
in San Francisco, California, expressed substantial doubt about
Enova Systems' ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has suffered recurring losses from operations, decline in
sales, and has a need for a substantial additional capital
investment.


FIRST FINANCIAL SERVICE: Had $4.1 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
First Financial Service Corporation filed its quarterly report on
Form 10-Q, reporting a net loss of $4.1 million on $6.7 million
of net interest income for the three months ended June 30, 2012,
compared with a net loss of $11.9 million on $8.4 million of net
interest income for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $4.4 million on $14.0 million of net interest income, compared
with a net loss of $14.0 million on $17.0 million of net interest
income for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$1.192 billion in total assets, $1.143 billion in total
liabilities, and stockholders' equity of $48.5 million.

In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  "At June 30,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at Sept. 30, 2012."

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

                       http://is.gd/SF3QN0

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

                           *     *     *

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."


GAMMA MEDICA-IDEAS: Files Chapter 11 to Sell Business
-----------------------------------------------------
Advanced Molecular Imaging LLC and four affiliates sought
Chapter 11 protection (Bankrk. C.D. Calif. Lead Case No. 12-17475,
under Gamma Medica-Ideas (USA) Inc.) on Aug. 20 in Woodland Hills,
California, with plans to sell the business within four months.

Based in Northridge, California, AMI develops imaging equipment
for pre-clinical research and diagnosis of disease.  Another unit
makes industrial radiation detections systems.  The clinical
imaging business is a so-called startup with "no current revenue,"
according to a court filing.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
relates the Company owes $3 million on a senior secured revolving
credit acquired by Capital Resource Partners V LP.  Capital
Resource also holds most of an $8.9 million subordinated secured
loan.  The Bloomberg report also says about $12.6 million is owing
to unsecured creditors, mostly to SII NanoTechnology USA Inc.  The
companies "have been undercapitalized for a while," according to a
court filing.

The report notes Capital Resource is providing $1.5 million in
financing to tide the company over until a sale can be completed
in about four months.


GAMMA MEDICA-IDEAS: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------
Lead
Debtor: Gamma Medica-Ideas (USA), Inc.
        19355 Business Center Drive, Suite 8
        Northridge, CA 91324

Bankruptcy Case No.: 12-17475

Chapter 11 Petition Date: August 20, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

About the Debtors: Based in Northridge, California, AMI develops
                   imaging equipment for pre-clinical research and
                   diagnosis of disease.  Another unit makes
                   industrial radiation detections systems.  The
                   clinical imaging business is a so-called
                   startup with "no current revenue," according to
                   a court filing.

Debtors' Counsel: Krikor J. Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbyb.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Gamma Medica-Ideas, Inc.               12-17474
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
Advanced Molecular Imaging, LLC        12-17475
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000
Advanced Molecular Imaging, Inc.       12-17479
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000
Industrial Digital Imaging, Inc.       12-17483
  Assets: $0 to $50,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by James Calandra, president and chief
executive officer.

A copy of Gamma Medica-Ideas (USA)'s list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb12-17469.pdf

A copy of Gamma Medica-Ideas's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-17474.pdf

In its list of 20 largest unsecured creditors, Advanced Molecular
Imaging LLC wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bradley Patt                                     $180,000
5416 Katherine Avenue
Sherman Oaks, CA 91401

Advanced Molecular Imaging Inc. says it doesn't have unsecured
creditors who are not insiders.

Industrial Imaging Inc. says it doesn't have unsecured creditors
who are not insiders.


GAMETECH INT'L: Hires BMC Group as Administrative Advisor
---------------------------------------------------------
GameTech International, Inc. and its affiliates filed court papers
seeking permission to employ BMC Group, Inc. as administrative
advisor.

The firm will, among other things:

   a) gather data for, and assist with the preparation of the
      Debtors' schedules of assets and liabilities and statements
      of financial affairs;

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

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

The fees BMC will charge in connection with its services to the
Debtors are set forth in a Services Agreement.  The Debtors submit
that BMC's rates are competitive and comparable to the rates BMC's
competitors charge for similar services.  Additionally, BMC will
seek reimbursement from the Debtors for reasonable expenses in
accordance with the terms of the Services Agreement.

In a separate ruling, GameTech won Court permission to employ BMC
as claims and noticing agent.  BMC, among other things, will:

   1. prepare and serve required notices and documents in the
cases in accordance with the Bankruptcy Code and the Federal Rules
of Bankruptcy Procedure in the form and manner directed by the
Debtors and/or the Court, including (i) notice of the commencement
of the cases and the initial meeting of creditors under Bankruptcy
Code Sec. 341(a), (ii) notice of any claims bar date, (iii)
notices of transfers of claims, (iv) notices of objections to
claims and objections to transfers of claims, (v) notices of any
hearings on a disclosure statement and confirmation of the
Debtors' plan or plans of reorganization, including under
Bankruptcy Rule 3017(d), (vi) notice of the effective date of any
plan and (vii) all other notices, orders, pleadings, publications
and other documents as the Debtors or Court may deem necessary or
appropriate for an orderly administration of the cases;

   2. maintain an official copy of the Debtors' schedules of
assets and liabilities and statement of financial affairs, listing
the Debtors' known creditors and the amounts owed thereto; and

   3. maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest; and (ii) a "core" mailing
list consisting of all parties described in sections 2002(i), (j)
and (k) and those parties that have filed a notice of appearance
pursuant to Bankruptcy Rule 9010; update said lists and make said
lists available upon request by a party-in-interest or the Clerk.

BMC's Tinamarie Feil attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.  GameTech disclosed total assets of
$27.22 million and total liabilities of $22.88 million as of
Jan. 29, 2012.  Judge Peter J. Walsh presides over the case.
Andrew E. Robinson signed the petition as senior vice president,
chief financial officer, and treasurer.

The Debtors are represented by Greenberg Traurig, LLP.  Kinetic
Advisors, LLC, serves as the Debtors' financial advisor.


GAMETECH INT'L: Hires Greenberg Traurig as Counsel
--------------------------------------------------
GameTech International, Inc., and its affiliates ask for
permission from the U.S. Bankruptcy Court to employ Greenberg
Traurig, LLP.

The firm will charge the Debtors' estates at these hourly rates:

    Professional                 Rate Per Hour
    ------------                 -------------
    Nancy A. Mitchell                $764
    David D. Cleary                  $595
    Dennis A. Meloro                 $530
    Matthes L. Hinker                $315
    Edward Clarkson                  $225
    Doreen Cusumano                  $310
    Elizabeth Thomas                 $245

Ms. Mitchell's stated hourly rate represents a 20% discount to her
standard hourly rate which discount was negotiated with the
Debtors for this particular matter.

David D. Cleary, Esq., in a sworn affidavit, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                    About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.  GameTech disclosed total assets of
$27.22 million and total liabilities of $22.88 million as of
Jan. 29, 2012.  Judge Peter J. Walsh presides over the case.
Andrew E. Robinson signed the petition as senior vice president,
chief financial officer, and treasurer.

The Debtors are represented by Greenberg Traurig, LLP.  Kinetic
Advisors, LLC, serves as the Debtors' financial advisor.


GLYECO INC: Had $506,900 Net Loss in Second Quarter
---------------------------------------------------
GlyEco, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $506,911 on $173,117 of sales for the three months
ended June 30, 2012, compared with a net loss of $159,177 of
$236,490 of sales for the same period of 2011.

For the six months ended June 30, 2012, the Company had a net loss
of $818,818 on $591,934 of sales, compared with a net loss of
$261,126 on $416,324 of sales for the same period in 2011.

The Company's balance sheet at June 30, 2012, showed
$1.1 million in total assets, $2.1 million in total liabilities,
and a stockholders' deficit of $950,887.

As of June 30, 2012, the Company had an accumulated deficit of
$8.3 million.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco'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 yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

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

                       http://is.gd/oU0lhC

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.


GOLDEN TEMPLE: Hearing on Exclusivity Extension Set for Aug. 27
---------------------------------------------------------------
The Bankruptcy Court approved a stipulation between EWTC
Management LLC, fka Golden Temple Management LLC, the State of
Oregon and private plaintiffs on the scheduling of the hearing on
the Debtor's request for extension of its exclusive period to file
and solicit acceptances of a Chapter 11 plan.

The Debtor seeks a Sept. 21, 2012 extension of the plan filing
period and an extension through Nov. 20 of the solicitation
period.

The hearing previously scheduled for July 19, 2012, at 10:00 a.m.
is rescheduled to Aug. 27 at 10:00 a.m.  The exclusivity period is
extended until Aug. 27 subject to further Court order.

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.


GREAT BASIN GOLD: Had C$22 Million Net Loss in Second Quarter
-------------------------------------------------------------
Great Basin Gold Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of C$21.990 million on C$32.37 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of C$1.05 million on C$56.74 million of revenue for the
same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of C$39.76 million on C$65.74 million of revenue, compared with a
net loss of C$21.39 million on C$83.08 million of revenue for the
same period of 2011.

The Company's balance sheet at June 30, 2012, showed
C$888.03 million in total assets, C$403.41 million in total
liabilities, and stockholders' equity of $484.62 million.

According to the Company, the operational performance from the
Nevada and South African operations resulted in a net working
capital deficit of approximately C$23 million on June 30, 2012.
"The working capital deficit at June 30, 2012, indicates an
uncertainty which may cast substantial doubt about the Company's
ability to continue as a going concern."

A copy of the consolidated financial statements for the three and
six months ended June 30, 2012, is available for free at:

                       http://is.gd/gdNNrz

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, Vancouver BC, Canada.  Great Basin Gold
Ltd., including its subsidiaries, is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, USA and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.


GROUP 1 AUTO: Moody's Upgrades CFR/PDR to 'Ba2'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Group 1 Automotive, Inc. to Ba2
from Ba3. A stable outlook was assigned.

Ratings upgraded:

  Corporate family rating upgraded to Ba2 from Ba3

  Probability of default rating upgraded to Ba2 from Ba3

  Senior unsecured shelf rating upgraded to (P)B1 (LGD6, 92%)
  from (P)B2 (LGD6, 92%)

  Subordinate shelf rating upgraded to (P)B1 (LGD6, 97%) from
  (P)B2 (LGD6, 97%)

  Preferred shelf rating upgraded to (P)B1 (LGD6, 97%) from (P)B2
  (LGD6, 97%)

Ratings Rationale

The upgrade to Ba2 recognizes continued improvements in Group 1's
operating performance, resulting in strengthening of the company's
quantitative credit profile. In addition, the majority of the
risks surrounding Toyota, which represents around 30% of Group 1's
new vehicle sales, from recalls to inventory disruptions from
2011's earthquake and tsunami in Japan, seem to have largely
abated. "Group 1 continues to strengthen all aspects of its credit
profile, with Debt/EBITDA reducing such that it should be around 4
times within the next couple of quarters and interest coverage as
measured by EBIT/interest increasing such that it is now above 4
times," stated Moody's Senior Analyst Charlie O'Shea. "The company
continues to operate in a highly-disciplined fashion surrounding
its variable costs, and these efforts are resulting in increasing
levels of profitability."

The stable outlook reflects Moody's belief that Group 1 will
continue to manage its cost structure such that its operating
performance remains resilient even in the event of a downturn and
credit metrics remain largely in balance. Ratings could be
upgraded if debt/EBITDA was sustained below 3.75 times and
EBIT/Interest was sustained above 4.25 times. Ratings could be
downgraded if either negative trends in operating performance or
financial policy decisions resulted in debt/EBITDA rising above
4.75 times or EBIT/Interest falling toward 3 times, or if the
company's liquidity were to weaken.

The principal methodology used in rating Group 1 was the Global
Automotive Retailer 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.

Group 1 Automotive, headquartered in Houston, TX, is a leading
auto retailer with 159 franchises, and annual revenues approaching
$7 billion.


HARPER BUSH: Hiring Equity Partners CRB to Find Buyer
-----------------------------------------------------
Bill Esler at Woodworking Network reports that Harper Brush Works
has retained Equity Partners CRB to find a buyer.  Equity Partners
has managed wood industry sales for cabinetry firms Longview
Manufacturing, Loughman Cabinet Co., Belwood Manufacturing Co.,
and for furniture maker A. Brandt, among other transactions.

                     About Harper Brush Works

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

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

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


HOSTESS BRANDS: Says Final Union Deal Will Attract Financing
------------------------------------------------------------
The Associated Press, citing a letter sent on Aug. 20, 2012, to
all workers of Hostess Brands Inc., reports that company president
and CEO Gregory Rayburn said the final contract offer would allow
the company to reduce operating costs and help attract financing
needed to exit Chapter 11 bankruptcy protection.

According to AP, the contract was offered to certain union
members.  The deal includes lowering wages and commissions by 8%
in the first year of a five-year contract.  The company is also
considering the sale of its Merita brand.

AP notes the International Brotherhood of Teamsters had no further
comment beyond what it said last week, when it told members that
rejecting the offer could mean losing their jobs.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


ICG REAL ESTATE: Court Dismisses Chapter 11 Case
------------------------------------------------
The Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the
Eastern District of Michigan has dismissed ICG Real Estate
Advisors, LLC.

General Retirement System of the City of Detroit and Police and
Fire Retirement System of the City of Detroit asked the Court on
July 3, 2012, to dismiss the case or in the alternative, modify
the automatic stay to permit each of them to resume the litigation
of their respective claims against the Debtor in adversary
proceeding nos. 12-05084 (GRS) and 12-05086 (PFRS). Each movant
filed in its adversary proceeding a motion to remand it to the
State of Michigan Circuit Court for the County of Wayne.

The Movants said that the case must be dismissed because it was
filed solely to permit removal of state court actions.  "The
absence of any other purpose is confirmed by many badges of an
improper Chapter 11 filing.  Or the case must be dismissed due to
the estate's continuing diminution and the unlikelihood of
rehabilitation.  If the case is not dismissed, the actions should
nonetheless be remanded and the automatic stay modified to allow
their continuation in state courts," the Movants stated.

According to the Movants, the Debtor's only assets are litigation
claims.  On the April 9, 2012 Chapter 11 filing date, the Debtor
was a counterclaimant in twin Wayne County Circuit Court actions
commenced by the Movants.  In a third WCCC action, the Debtor's
wholly-owned subsidiary and that company's wholly-owned subsidiary
are the nominal plaintiffs, and Movants are counterclaimants.  The
Debtor is not a party to the third WCCC action.  Finally, the
Debtor is the defendant in Macomb County Circuit Court litigation
that does not directly involve Movants.  On June 8, 2012, the
Debtor removed all four actions.

The Movants said that among other things, the Debtor's Schedule A
shows no real property, Schedule D shows no secured creditors, and
Schedule E shows no priority creditors, in part because the Debtor
has no employees.

                  About ICG Real Estate Advisors

ICG Real Estate Advisors, LLC's business is a holding company for
two entities that manage and own real estate.

The Company filed a Chapter 11 petition (Bankr. E.D. Mich. Case
No. 12-48896) in Detroit on April 9, 2012.

Judge Marci B. McIvor presides over the case. Kenneth A. Nathan,
Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as
counsel to the Debtor.

ICG Real Estate Advisors -- http://icgreit.com-- manages
Inheritance Capital Group, LLC, a private equity commercial real
estate firm founded in 2006 with international capabilities based
in Southfield, Michigan.

ICG Real Estate Advisors claims to be the only minority owned
enterprise in the country certified by the Minority Business
Development Council (MBDC) to buy and sell corporate sale lease
backs.  ICG Real Estate Advisors specializes in single tenant net
lease real estate nationwide.

The Debtor disclosed $12,000,066 in assets and $664,503 in
liabilities as of the Chapter 11 filing.


JAS & ASSOCIATES: Court Wants Plan Outline Amended
--------------------------------------------------
JAS & Associates Inc., on Aug. 7, 2012, filed a plan and
disclosure statement, in a document entitled "Amended Combined
Plan and Disclosure".  In an Aug. 12, 2012 Order available at
http://is.gd/ZGlwYTfrom Leagle.com, Bankruptcy Judge Thomas J.
Tucker said the Court cannot yet grant preliminary approval of the
disclosure statement because of problems, which the Debtor must
correct.  The Court directed JAS & Associates to file, no later
than Aug. 15, 2012, an amended combined plan and disclosure
statement together with a redlined version.

JAS & Associates, Inc., dba Century Small Business Accounting,
filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No.
12-46922) on March 20, 2012, listing under $1 million in both
assets and debts.  A copy of the petition and list of creditors is
available at http://bankrupt.com/misc/mieb12-46922p.pdfand
http://bankrupt.com/misc/mieb12-46922c.pdf Donald C. Darnell,
Esq., serves as the Debtor's counsel.


KINGS PROFESSIONAL: Court OKs David Jenkins as General Counsel
--------------------------------------------------------------
Kings Professional Basketball Club sought and obtained approval
from the U.S. Bankruptcy Court to employ David R. Jenkins, Esq.,
as general counsel.

Mr. Jenkins will, among other things:

    -- advise the Debtor's management with reference to
       administrative reporting requirements of the Chapter 11
       case;

    -- consult and advise the Debtor's management in connection
       with matters relating to the operation of the Debtor's
       business; and

    -- inquire into the interests and liens in property of the
       estate, and the perfection thereof, and advise the Debtor's
       management relating to, and pursue the rights of the estate
       in connection therewith.

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

Mr. Jenkins has received a $10,000 retainer, which has been
deposited into his client trust account.  The retainer was paid by
Cura Financial LLC.

Mr. Jenkins will bill his time in tenths of an hour at his current
hourly rate of $250.

Counsel may be reached at:

         David R. Jenkins, Esq.
         Post Office Box 1406
         2444 Main Street, Suite 120
         Fresno, CA 93716-1406
         Tel: (559) 264-5695
         Fax: (559) 264-5693
         E-mail: drjbklawyer@sbcglobal.net

                       About Robert Cook &
                Kings Professional Basketball Club

Robert A. Cook filed a personal Chapter 11 bankruptcy petition
(Bankr. E.D. Calif. Case No. 11-39335) on August 8, 2011, owing
tens of millions on a troubled hotel development, Le Rivage in
Sacramento, California.  Mr. Cook listed assets of $858,000 and
debts of $48.3 million.

On Oct. 20, 2011, Cura Financial LLC of Capitola, California,
filed an involuntary chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-44952) against an entity named Kings Professional
Basketball Club, asserting its interest as that of a general
partner.  The judge entered an order that approved a Chapter 11
case for the Debtor on Feb. 15, 2012.  No trustee has been
appointed.

Judge Christopher M. Klein presides over the cases.  Hanno T.
Powell, Esq., at Powell & Pool, represents Cura Financial.


KINGS PROFESSIONAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Kings Professional Basketball Club filed with the Bankruptcy Court
for the Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property         Unknown Value
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,204,879
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                  Unknown Value      $15,204,879

A full text copy of the company's scheduled assets and liabilities
is available free at:

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

In a separate court filing, Kings said it owes $15,204,879 to Omni
Financial, LLC, of Capitola, California.  The document says the
amount of the claim does not include all attorneys' fees and costs
to date.  The value of the collateral securing Omni's claim is
unknown.

                       About Robert Cook &
                Kings Professional Basketball Club

Robert A. Cook filed a personal Chapter 11 bankruptcy petition
(Bankr. E.D. Calif. Case No. 11-39335) on August 8, 2011, owing
tens of millions on a troubled hotel development, Le Rivage in
Sacramento, California.  Mr. Cook listed assets of $858,000 and
debts of $48.3 million.

On Oct. 20, 2011, Cura Financial LLC of Capitola, California,
filed an involuntary chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-44952) against an entity named Kings Professional
Basketball Club, asserting its interest as that of a general
partner.  The judge entered an order that approved a Chapter 11
case for the Debtor on Feb. 15, 2012.  No trustee has been
appointed.

Judge Christopher M. Klein presides over the cases.  Hanno T.
Powell, Esq., at Powell & Pool, represents Cura Financial.


LEHMAN BROTHERS: Expects to Raise $67.5BB; To Pay Creditors Oct. 1
------------------------------------------------------------------
Lehman Brothers Holdings Inc. expects to raise $67.5 billion from
the liquidation of its assets, a $6.4 billion increase from an
earlier estimate, according to an August 17 report by The Wall
Street Journal.

The company said the new estimate reflects the estate's gross
recovery following an "orderly liquidation" of its assets before
deducting for operating costs estimated at $2.7 billion.

Lehman's Chapter 11 plan initially estimated the recovery at
$63.3 billion, which was later adjusted to $61.1 billion to
reflect changes in the value of the holdings.  Last month, the
company said its cash flows may reach $40.5 billion through 2015
and beyond.

The liquidation of Lehman assets is expected to last at least
5-1/2 more years because, while the company expects most of its
assets to be monetized by the end of 2015, it expects to keep
"minimal staff" on board through the end of 2018 to handle
corporate activities, The Journal reported.

Separately, Lehman plans to make a second payment to creditors on
October 1, according to court filings.

Lehman made an initial distribution on April 17, paying out $22.5
billion to creditors.  The company did not disclose how much
creditors will be paid in the second distribution.

In connection with the second payment, Lehman said it won't
recognize any transfer of claims recorded on the claims register
after August 31.  Creditors won't receive payment unless they
submit an Internal Revenue Service tax form and certification
pertaining to Office of Foreign Assets Control compliance on or
before September 7.

                       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: Has Permission to Pay $1.8-Bil. in Securities
--------------------------------------------------------------
Lehman Brothers Holdings Inc. received a go-signal from the U.S.
Bankruptcy Court in Manhattan to implement a process that would
allow payment to holders of five securities that the company
issued in Japan.

The holders of the securities worth about $1.8 billion were
supposed to receive payment on April 17 under Lehman's $65
billion payout plan.  The company could not identify, however,
those entitled to receive the payments and no one assisted the
company in the distributions.

                       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: Files for Initial Public Offering of Archstone
---------------------------------------------------------------
Lehman Brothers Holdings Inc. filed to raise $100 million in an
initial public offering of Archstone Inc., the company's biggest
property holding.

The move comes two months after Lehman completed the purchase of
the entire remaining stake in Archstone held by affiliates of
Bank of America and Barclays Bank PLC.  The purchase gives the
company full ownership of the Colorado-based apartment owner.

Prior to the acquisitions, Sam Zell's investment firm Equity
Residential offered to acquire the stake for $1.33 billion but
Lehman exercised its right to match other offers for the stake
and acquired it instead.

"This is setting the stage for a multibillion-dollar IPO later
this year or very early next," Bloomberg News quoted Andrew
McCulloch, a managing director at California-based research firm
Green Street Advisors Inc., as saying in an interview.

"Lehman's likely goal is to eventually liquidate its position in
order to pay creditors," Mr. McCulloch said.

Besides reducing debt, proceeds from the IPO may be used to
finance acquisitions and development.  Archstone plans to list
the shares on the New York Stock Exchange under the symbol ASN.
Citigroup Inc. and JPMorgan Chase & Co. are leading the offering,
Bloomberg News reported.

Archstone is the 11th-largest U.S. apartment landlord by number
of units owned, according to the Washington-based National Multi
Housing Council.  It owned all or part of 181 apartment complexes
in the U.S., with 59,419 units operating or under construction as
of March 31.

Mr. McCulloch estimates that Archstone's asset value totals $16
billion to $17 billion, including about $10 billion of debt,
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.


LEHMAN BROTHERS: Cuts OMX Timber Claims by $400 Million
-------------------------------------------------------
Lehman Brothers Holdings Inc. seeks Court approval of a settlement
that would cut OMX Timber Finance Investments II, LLC's claim by
$400 million.

OMX Timber filed more than $844.8 million claim against Lehman,
which guaranteed Boise Land & Timber II, LLC's obligations under
an $817.5-million note issued to OfficeMax Inc.  The Lehman-
backed note was issued in connection with a timberlands sale in
2004.

Under the proposed deal, Lehman will be entitled to as much as
$11 million of cash that was deposited in an account at Aurora
Bank FSB in connection with the issuance of the $817.5-million
note.

Meanwhile, approximately $11 million of Boise's $833.7 million
claim against Lehman will be disallowed under the deal.

The settlement is formalized in a 16-page agreement, a copy of
which is available without charge at http://is.gd/xOhNCR

A court hearing to consider approval of the settlement is
scheduled for September 19.  Objections are due by August 29.

                       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 Approves Sumitomo Settlement
---------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement
agreement resolving Sumitomo Mitsui Banking Corp.'s claim against
Lehman Brothers Holdings Inc.

The settlement calls for the reduction of the amount of claim
Sumitomo filed against the company.  Under the deal, Claim No.
65573 will be reduced from $92,087,080 to $90,481,122, and will
be allowed as an unsecured guarantee claim against Lehman in
Class 5 of the Chapter 11 plan.

The agreement also contains terms protecting Lehman in case
Sumitomo receives full payment of its claim from the company or
from its primary obligors.  Sumitomo agreed to be liable with any
subsequent holders of the allowed claim to Lehman for the
disgorgement of any distributions or other consideration.

                       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.


LIFECARE HOLDINGS: S&P Cuts CCR to 'D' on Missed Interest Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Plano Texas-based LifeCare Holdings Inc to 'D' from
'CCC-', following the missed interest payment on the company's
$119.3 million senior subordinated notes. "We also lowered our
issue-level rating on the senior subordinated notes to 'D' from
'C'. The recovery rating on the notes remains unchanged at '6'.
LifeCare operates 27 long-term acute care hospitals in 10 states,"
S&P said.

"The rating actions stem from LifeCare Holdings' disclosure that
it did not make the interest payment on its senior subordinated
notes, due Aug. 15, 2012. We consider a missed interest payment as
a default when the nonpayment is a function of the borrower being
under financial stress even though a payment default has not
occurred relative to the legal provisions of the notes, and
despite the 30-day grace period to make the payments. This
incorporates our view that the payment will not be made in full
during the grace period. If the senior subordinated debt is not
refinanced or defeased in full by May 15, 2013, the maturity on
its senior secured credit facility is accelerated to May 15,
2013," S&P said.


LIGHTSQUARED INC: Names Doug Smith as New Chairman and CEO
----------------------------------------------------------
Rich Scherr at digitalmediawire reports that LightSquared Inc. has
named Doug Smith as its new chairman and CEO.

The report says Mr. Smith, who had been the company's chief
network officer, was elevated to co-chief operating officer in
February when Sanjiv Ahuja resigned as CEO.  That followed a
decision by the Federal Communication Commission to reject the
company's plans for a nationwide mobile broadband network,
following a report that found its core technology would harm GPS
signals.

"LightSquared remains committed to working with all stakeholders
to find an equitable resolution to the regulatory challenges that
the company has faced this past year," the report quotes Mr. Smith
as saying.  "We are very confident that working together, we can
provide the American public with both a protected and robust GPS
system while enabling LightSquared to offer consumers and
businesses more choice and a lower priced 4G wireless
alternative."

                      About LightSquared Inc.

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

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

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

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

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

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

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

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

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

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


LINWOOD FURNITURE: Ch. 7 Conversion Sought; Employees Furloughed
----------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Jeff Schwall,
president and chief executive officer of Linwood Furniture LLC,
said the Company has placed most of its 103 employees on furlough
to prepare them for the Company's shutdown.

The U.S. Bankruptcy Court administrator has filed a motion to
convert Linwood's case from a Chapter 11 to Chapter 7 and sell its
assets.  Winston-Salem Journal reports the filing by Michael West
said Linwood "is not in a position to continue operations and is
not conducting any ongoing business.  The conversion of this case
is in the best interests of creditors and the estate."

According to Furniture Today, the bankruptcy court administrator
also cited Linwood's continuing losses and failure to file monthly
reports and pay second quarter Chapter 11 fees.  The administrator
noted the company could run out of cash in August.

Furniture Today's Heath E. Combs and Thomas Russell report that
Linwood sought approval to sell its assets at auction on Aug. 6,
2012, with a minimum bid of about $2.56 million, but withdrew the
motion to sell after receiving no bids by the deadline.

According to Furniture Today, Linwood President and CEO Jeff
Schwall said the company has ceased most production and placed
about 75 employees on furlough.  He said the company is operating
on a limited basis with a small staff that is handling tasks such
as custom finishing and shipping of in-stock items, as well as
collecting receivables and paying bills.

The Bankruptcy Court will hold a hearing for 2 p.m. Sept. 5.

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


LON MORRIS: Court Revokes Privilege to Join HEA Programs
--------------------------------------------------------
Marivel Resendiz at Jacksonville (Tex.) Daily Progress reports
that Lon Morris College continues negotiations with the Department
of Education after a ruling by a federal bankruptcy court banning
the school from participating in Title IV Higher Education Act
(HEA) Programs.

According to the report, the Bankruptcy Court for the Eastern
District of Texas revoked the privilege of participating in HEA
programs, which allowed Lon Morris College to disburse federal
funds and federal student aid such as the Pell Grant, Teacher
Education Assistance for College and High Education grants,
Federal Work Study and direct loan programs.

The report says Lon Morris College representatives wanted to
prevent the Department of Education from revoking their Title IV
status based on their Chapter 11 bankruptcy filing.  The report
also notes Ray Hughes III, Esq., an attorney with McKool Smith,
who is representing Lon Morris, argued that stripping Lon Morris
of HEA program eligibility violated "the Debtors 525 code,
protection against discriminatory treatment."

"Under section 525, the Department of Education cannot deny Lon
Morris College Title IV funds solely off the filing of Chapter 11
bankruptcy," Mr. Ray said, according to the report.  "It is
discrimination . . . Lon Morris College had no other basis to be
ineligible."

According to the report, a representative from the Department of
Education said under regulations made by Congress, once an
institution files for bankruptcy, it automatically becomes
ineligible for HEA programs.  That representative said a mass sum
of investments and tax money goes into higher education and they
are compelled to protect the students pursuing secondary
education.

According to the report, Dawn Regan, Lon Morris' chief
restructuring officer with Bridgepoint Consulting, said despite
Judge Bill Parker denying the college's 525 motion, they will
continue discussion with the Department of Education.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management as Lon Morris' chief restructuring
officer.  Attorneys at McKool Smith P.C., and Webb and Associates
serve as counsel to the Debtor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The Debtor listed $29,957,488 in assets and $15,999,058 in
liabilities.


LON MORRIS: May Refund Students' Housing Deposits
-------------------------------------------------
Marivel Resendiz at Jacksonville (Tex.) Daily Progress reports
that the bankruptcy court permitted Lon Morris College to refund
housing deposits.  Lon Morris College representatives said
students who made deposits for housing and who had changed their
mind about attending the college needed to be reimbursed roughly
$4,900.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The Debtor listed $29,957,488 in assets and $15,999,058 in
liabilities.


LSP ENERGY: Seeks Extension to File Creditor-Payment Plan
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that LSP
Energy is seeking a 45-day extension to file its creditor-
repayment plan as it works to complete the sale of its Mississippi
power plant.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MARIANA RETIREMENT FUND: Retiree Group Chair Opposes Receivership
-----------------------------------------------------------------
Alexie Villegas Zotomayor at the Marianas Variety News reports
that Commonwealth Retirement Association chairman Lorenzo "Larry"
Cabrera said the pension fund will be saddled with more expenses
if placed under receivership.

"The biggest headache we're going to have is that it will cost
more money . . . . I just can't see our Retirement Fund put into
receivership.  I hate to see the Fund placed under receivership,"
the report quoted Mr. Cabrera as saying.

Mr. Cabrera believes that once a receiver has been designated,
"we'll be paying for the operation of his office.  And where will
this money come from? The Fund!"

The report notes that prior to the Fund's filing for Chapter 11
bankruptcy petition, Superior Court Judge Kenneth L. Govendo
issued an order stating he would entertain motions for
receivership if the parties failed to arrive at an agreed upon
solution to the Fund crisis by June 15, 2012.  In 2009, two
anonymous retirees filed a lawsuit in the District Court for the
NMI to place the Fund under federal receivership, the report
recalls.  But then-federal Chief Judge Alex R. Munson ordered a
stay on the proceedings so that interested parties could seek
post-judgment remedies in the local trial court, the report says.

The report relates that the anonymous retirees recently asked the
federal court to lift the stay.

As for the executive order issued by Gov. Benigno R. Fitial to
abolish the Fund board and place the pension agency under the
Department of Finance, Mr. Cabrera said he favors the Senate
amendment which would have retained the board, Marianas Variety
News says.  But the House of Representatives did not support the
Senate amendment within the E.O.'s 60 days of issuance, and this
rendered the order effective, Marianas Variety News discloses.

Marianas Variety News relates that Mr. Cabrera said they want a
temporary restraining order from the court, but they have yet to
find a lawyer to represent them.

                     About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

In August, Judge Robert J. Faris issued an order formally
dismissing the bankruptcy case, ruling that the Fund is a
"governmental unit" and not eligible for relief under Chapter 11
of the Bankruptcy Code.


MARK SHALE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Mark Shale, the Chicago-area high-end fashion retailer, disclosed
that it has filed a voluntary petition for Chapter 11 business
reorganization in the U.S. Bankruptcy Court of the Northern
District of Illinois.

Mark Shale's President Rich Myers said, "We have tried since Mark
Shale was acquired to ensure the lasting success of this 83-year-
old Chicago icon.  The company has always sought to bring quality
and outstanding service to high-end fashion.  We are proud to have
some of the most experienced and loyal employees in the business,
from sales associates, to tailors, to warehouse staff, to buyers
and managers.

"Unfortunately, in the current economic environment and despite
our significant efforts over the past few years, we have concluded
that a Chapter 11 filing was the Company's best alternative.

We continue to seek a strategic partner to fortify the business.
In the meantime, all three of our stores - at 900 N. Michigan
Avenue, Oakbrook Center and Northbrook Court - will, as always,
provide the highest level of service to our customers."

Founded in 1929, Mark Shale has been one of Chicago's premier
providers of men's and women's clothing.  Known for its
extraordinary customer service and timeless clothing collections,
Mark Shale has consistently been named one of the best stores in
the United States by Esquire Magazine.


METROGAS SA: Had ARS55.7 Million Net Loss in First Half of 2012
---------------------------------------------------------------
MetroGAS S.A. reported a net loss of ARS55.7 million on
ARS569.2 million of sales for the six months ended June 30, 2012,
compared with a net loss of ARS17.7 million on
ARS546.8 million of sales for the same period of 2011.

During the six months ended June 30, 2012, a financial and holding
loss of ARS48.3 million was recorded compared to a loss of
ARS28.0 million recorded in the same period of the previous year.
According to the Company, such variation in financial and holding
results was mainly due to the higher financial exchange loss
registered during the same period of the present year due to the
higher variation on the exchange rate.

The Company's balance sheet at June 30, 2012, showed total assets
of ARS2.566 billion, total liabilities of ARS1.868 billion,
minority interest of ARS880,000, and shareholders' equity of
ARS697.1 million.

              Limited Review Report Dated Aug. 8, 2012

In its limited review report to the shareholders, President and
directors of the Company, dated Aug. 8, 2012, Price Waterhouse &
Co., S.R.L., cited, among other things, that the changes in the
economic conditions in Argentina and the changes to the License
under which the Company operates made by the Argentine National
Government, mainly related to the suspension of the original
regime for tariff adjustments, have affected the Company's
economic and financial equation.  Management is in the process of
renegotiating certain terms of the License with the Argentine
National Government to counteract the negative impact caused by
the above mentioned circumstances.

The adverse financial conditions that MetroGAS faces as a result
of the situation mentioned above led to MetroGAS' Board of
Directors to approve the Company's filing of a petition for
voluntary reorganization (concurso preventivo) in an Argentine
court on June 17, 2010, which was decreed by such court hearing
the case on July 15, 2010.  This circumstance generated an event
of default under the Negotiable Obligation Issue Program of the
Company which resulted in the automatic acceleration of the
outstanding financial debt obligations.  Nevertheless, upon the
reorganization filing, an automatic stay was put into place on the
payment of principal and interest on its outstanding debt
obligations.

A copy of the Company's unaudited consolidated interim financial
statements for the six months ended June 30, 2012, is available
for free at http://is.gd/Kiuw2p

                          About MetroGas

Buenos Aires, Argentina-based MetroGAS S.A., a gas distribution
company, was incorporated on Nov. 24, 1992, and began operations
on Dec. 29, 1992, when the privatization of Gas del Estado S.E.
("GdE") (an Argentine Government-owned enterprise) was completed.

Through Executive Decree No. 2,459/92 dated Dec. 21, 1992, the
Argentine Government granted MetroGAS an exclusive license to
provide the public service of natural gas distribution in the area
of the Federal Capital and southern and eastern Greater Buenos
Aires, by operating the assets allocated to the Company by GdE for
a 35 year period from the Takeover Date (Dec. 28, 1992).  This
period can be extended for an additional 10 year period under
certain conditions.

MetroGAS' controlling shareholder is Gas Argentino S.A. ("Gas
Argentino") who holds 70% of the Common Stock of the Company.  The
20%, which was originally owned by the National Government, was
offered in public offering and the remaining 10% is under the
Employee Stock Ownership Plan ("Programa de Propiedad Participada"
or "PPP").

                       Going Concern Doubt

Price Waterhouse & Co. S.R.L., in Buenos Aires, Argentina,
expressed substantial doubt about MetroGas S.A.'s ability to
continue as a going concern, following the Company's 2011 results.
The independent auditors noted of the uncertainties related to the
suspension of the original regime for tariff adjustments and the
Company's petition for voluntary reorganization in an Argentine
Court on June 17, 2010.




MICROBILT CORP: Nov. 15 Hearing for Full-Payment Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Nov. 15, 2012, to consider the confirmation
of MicroBilt Corporation and CL Verify, LLC's Plan of
Reorganization.  The Debtors will also seek approval of the
explanatory disclosure statement at the hearing.

According to the disclosure statement explaining the Fourth
Amended Plan submitted Aug. 14, the Plan proposes to pay in full
all claims, including $4.30 million of unsecured claims.  Holders
of Microbilt equity interests are unimpaired.  Debtor MicroBilt,
the sole holder of CL Verify equity interests, won't recover
anything on account of the interest.

All cash necessary for the Reorganized Debtor to make payments
will be funded by existing cash on hand and cash generated from
the Reorganized Debtor's operations in the ordinary course of
business.  As of Aug. 10, 2012, the Debtors' cash on hand is
$6,435,475, including segregated escrow for plan distribution
funds in the amount of $4,590,145.

A copy of the Disclosure Statement dated Aug. 14, 2012, is
available for free at
http://bankrupt.com/misc/MICROBILT_CORP_ds_4amendedplan.pdf

Various parties, including Advance America, Cash Advance Centers,
Inc., conveyed objections to the prior iteration of the Plan.
Objections include accusations that the Plan impermissibly
violates the absolute priority rule.  The U.S. Trustee also raised
objections to the "overbroad third party release" provisions of
the Plan.

On July 3, 2012, the Hon. Michael B. Kaplan extended the Debtors'
exclusive right to solicit acceptances of any plan until through
the date that is 30 days after the conclusion of the confirmation
hearing.

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.


MS MARK SHALE: Files for Bankruptcy to Liquidate
------------------------------------------------
MS Mark Shale LLC, the Chicago-area high-end fashion retailer
doing business as Mark Shale, filed a Chapter 11 petition (Bankr.k
N.D. Ill. Case No. 12-33041) in Chicago on Aug. 21.

The Debtor currently has one store in North Michigan Avenue,
Chicago and two in the city's suburbs in Oak Brook and Northbrook.
The current owners of the Debtor -- three members of the Baskin
family, Harold Sullivan and JOB Investments -- bought the business
in a bankruptcy sale in March 2009.  The retailer, which has
98 full- and part-time employees, disclosed assets of $3.2 million
and liabilities of $5.5 million in court filings Tuesday.  The
owners are also owed $1 million on a revolving credit and
$4.1 million on a secured loan agreement.

Mark Shale's President Rich Myers, commenting on the new Chapter
11 filing, said, "We have tried since Mark Shale was acquired to
ensure the lasting success of this 83-year-old Chicago icon.  The
company has always sought to bring quality and outstanding service
to high-end fashion.  We are proud to have some of the most
experienced and loyal employees in the business, from sales
associates, to tailors, to warehouse staff, to buyers and
managers.

"Unfortunately, in the current economic environment and despite
our significant efforts over the past few years, we have concluded
that a Chapter 11 filing was the Company's best alternative.

"We continue to seek a strategic partner to fortify the business.
In the meantime, all three of our stores -- at 900 N. Michigan
Avenue, Oakbrook Center and Northbrook Court -- will, as always,
provide the highest level of service to our customers."

Founded in 1929, Mark Shale has been one of Chicago's premier
providers of men's and women's clothing.  Known for its
extraordinary customer service and timeless clothing collections,
Mark Shale has consistently been named one of the best stores in
the United States by Esquire Magazine.

Make Shane expanded to the Chicago market in the 1970s and changed
the name of its stores to Mark Shale.  The Company went through
Chapter 11 in 1995 after taking on debt to expand and emerged in
1997 as a smaller entity.  Following a "dramatic revenue decline",
the business again sought bankruptcy protection in 2008.  Al
Baskin Co., dba Mark Shale, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 09-09825) on March 23, 2008,
then sold its out-of-state stores, closed an outlet in Elston
Avenue in Chicago, and sold the remaining business to JOB
Investments' group.

A significant decrease in sale of women's clothing in the fall of
2010 prompted the Debtor's bankruptcy filing Tuesday.  Sales were
$15.9 million in 2011.  So far this year, revenue has been $6.4
million.

This time, the company said a liquidation of one of Chicago's
oldest specialty retailers is possible.

According to the Chicago Tribune, prepetition the retailer sought
assistance in raising new capital or finding a buyer from three
national liquidators, to no avail.

The Debtor has negotiated a deal with Boston-based Gordon Brothers
Group to serve as liquidator of going-out-business sales to begin
in September at the three locations.  Bloomberg relates that
Gordon Brothers has guaranteed the retailer will receive 49% of
the retail value of inventory.  After Gordon Brothers recovers
expenses of the sale, the guaranteed amount, and $500,000 in fees,
the retailer will receive 60% of excess proceeds from the
inventory.

The deal with Gordon Brothers is subject to court approval.


NOBLE/WEST ENTERPRISE: Hair Extreme Files for Chapter 7
-------------------------------------------------------
Michael Schwartz at Richmond Bizsense reports that Noble/West
Enterprises LLC, dba Hair Extreme, filed for Chapter 7 liquidation
last week, listing assets of $13,000 and debts of $172,000.

According to the report, the Company's debts include $8,000 owed
to its landlord, Iron Bridge LLC.  The Company also owes $131,000
on a small-business loan to SunTrust, $21,000 in credit card debt
owed to Bank of America and $10,000 in credit card debt owed to
SunTrust.

The report notes Hair Extreme is represented in its bankruptcy
filing by Richard O. Gates, Esq., of the Gates Law Offices.

The report adds Robert Noble is listed as the company's business
manager.


NORTEL NETWORKS: Soros Fund Leads Pack as Creditors Press
---------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that an
investment fund linked to billionaire philanthropist George Soros
is the dominant member of a group of bondholders driving the
action behind the scenes in the $9 billion bankruptcy of Nortel
Networks Corp., court papers say.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

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

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


PARKERVISION INC: Had $5.1 Million Net Loss in Second Quarter
-------------------------------------------------------------
ParkerVision, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $5.1 million for the three months ended
June 30, 2012, compared with a net loss of $3.5 million for the
same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $9.1 million, compared with a net loss of $6.9 million for the
same period of 2011.

The Company had no product or royalty revenue for the three or six
months ended June 30, 2012, or 2011.

The Company's balance sheet at June 30, 2012, showed $17.5 million
in total assets, $1.6 million in total liabilities, and
stockholders' equity of $15.9 million.

"Our revenue for 2012, if any, will not be sufficient to cover our
operational expenses for 2012, and we expect that our expected
continued losses and use of cash will be funded from our cash,
cash equivalents and available for sale securities of $6.9 million
at June 30, 2012.  We believe these resources may be sufficient to
support our liquidity requirements through 2012; however, these
resources will not be sufficient to support our liquidity
requirements for the next twelve months without further cost
containment measures that, if implemented, may jeopardize our
future growth plans.  These circumstances raise substantial doubt
about our ability to continue as a going concern."

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

                        http://is.gd/dVYn2c

Jacksonville, Florida-based ParkerVision, Inc., was incorporated
under the laws of the state of Florida on Aug. 22, 1989.  The
Company is in the business of innovating fundamental wireless
technologies.  It designs, develops and markets its proprietary
radio frequency ("RF") technologies and products for use in
semiconductor circuits for wireless communication products.

                           *     *     *

As reported in the TCR on April 10, 2012, PricewaterhouseCoopers
LLP, in Jacksonville, Florida, expressed substantial doubt about
ParkerVision's ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.




PATRIOT COAL: West Virginia Seeks to Remove From Manhattan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the West Virginia attorney general joined the list of
creditors and interested parties urging the bankruptcy judge in
Manhattan to move the bankruptcy reorganization of coal producer
Patriot Coal Corp. to the Southern District of West Virginia.

According to the report, Darrel V. McGraw Jr., the state attorney
general, joined a motion filed in July by the United Mine Workers
union seeking to transfer the case.  The report relates that West
Virginia environmental regulators also support moving the case.
In addition, four insurance companies that supplied reclamation
and surety bonds filed their own motion in August to transfer the
case.  The objectors contend that New York's only connection with
Patriot came within five weeks of bankruptcy when two subsidiaries
were incorporated under New York law, an action the union believes
was intended to manufacture a basis for bankruptcy in New York.

The report notes that Patriot is scheduled to file papers on
Aug. 24 explaining why the case should remain in New York.  There
will be a hearing in bankruptcy court on Sept. 11 when the
bankruptcy judge can decide where the case should reside.

                        About Patriot Coal

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

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

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

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

The U.S. Trustee appointed a seven-member creditors committee.


PIONEER ENERGY: Moody's Upgrades CFR to 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Pioneer Energy Services Corp.'s
(Pioneer) Corporate Family Rating (CFR) to B1 from B2 and its
senior unsecured note rating to B2 from B3. The Speculative Grade
Liquidity rating was changed to SGL-2 from SGL-3. The rating
outlook is stable.

"Pioneer has expanded the scale and scope of its operations since
the beginning of 2011 through significant capital spending and
opportunistic acquisitions helping it establish a broader
operational footprint, which should better protect cash flows
during weak industry conditions," commented Sajjad Alam, Moody's
Analyst. "The company should begin to see the full impact of its
ten new-build rigs and increased wireline, coiled tubing and well
servicing capacity in early 2013."

Issuer: Pioneer Energy Services Corp.

  Upgrades:

     Corporate Family Rating, Upgraded to B1 from B2

     Probability of Default Rating, Upgraded to B1 from B2

     Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

     US$250M 9.875% Senior Unsecured Regular Bond/Debenture,
     Upgraded to B2 from B3

     US$175M 9.875% Senior Unsecured Regular Bond/Debenture,
     Upgraded to B2 from B3

     US$250M 9.875% Senior Unsecured Regular Bond/Debenture,
     Upgraded to LGD4, 68 % from LGD4, 69 %

     US$175M 9.875% Senior Unsecured Regular Bond/Debenture,
     Upgraded to LGD4, 68 % from LGD4, 69 %

Ratings Rationale

Pioneer's B1 Corporate Family Rating (CFR) reflects its small
scale yet high quality asset base, geographic and operating risk
diversification across key active North American drilling regions,
improving trends in earnings, cash flow and leverage, and good
liquidity. However, the rating also recognizes the cyclicality of
the North American onshore drilling sector driven by volatile oil
and gas prices and capital spending by upstream companies, and the
generally short term nature of Pioneer's drilling contracts. The
rating also considers Pioneer's significant capital budget through
early 2013 and its exposure to the natural gas industry, which is
expected to remain weak into the foreseeable future.

Both of Pioneer's Drilling Services and Production Services
segments have benefitted from the boom in unconventional drilling
and the sharp increase in North American oil and natural gas
liquids (NGL) rig count since 2009. The company continues to
strengthen its footprint in West Texas and North Dakota while
maintaining a meaningful position in South Texas. Despite
projected weak natural gas industry fundamentals through 2014,
which has traditionally generated the vast majority of Pioneer's
revenues, Moody's believes the company has sufficiently re-
positioned its business focus to oil and NGL directed activities
to avoid any significant decline in revenues through 2013.

Pioneer's leverage increased in 2011 from its historically
conservative levels as the company significantly outspent cash
flows to add new rigs, make acquisitions and grow its well
services presence. The debt/EBITDA ratio reached 2.3x by the end
of 2011, declining slightly to 1.9x at June 30, 2012. The ratio
will stay above 2.0x through the first quarter of 2013 because of
the funding needed to complete the current new-build program, and
then improve in the second half of the year with reduced capital
expenditure levels and voluntary debt reduction. Moody's expects
leverage to trend towards 1.5x by early 2014. However, if drilling
activity slows down, particularly due to further decline in oil
prices, Pioneer may not be able to delever as quickly as planned.

Based on higher expected operating cash flow and reduced capital
expenditures, Pioneer should have good liquidity through 2013
which is captured in our SGL-2 rating. At June 30, 2012, Pioneer
had $20 million of cash and $206 million available under its $250
million revolving credit facility. While Moody's expects revolver
outstandings to increase modestly through early 2013 as the
company takes delivery of seven new drilling rigs (four before the
end of 2012 and three in the first quarter of 2013), Pioneer has
limited capex commitments in the second half of 2013, setting the
company up to generate free cash flow and reduce debt. Pioneer
should remain well within financial covenant limits governing the
credit agreements and have full access to its bank line. There are
no material debt maturities until June 2016, when Pioneer's
revolving credit facility expires.

The stable outlook reflects our expectation of reduced capital
spending and generation of free cash flow in 2013.

Increased diversification, strong contract support, and the
ability to grow and upgrade its rig fleet without significantly
increasing leverage from current levels would be keys to an
upgrade given Pioneer's small size and the cyclical nature of the
onshore drilling sector. An upgrade is possible if it appears that
the company would be able to sustain leverage below 1.5x.

A downgrade could occur if the company significantly debt finances
it growth or encounters severe erosion of liquidity. More
specifically, if debt to EBITDA remains above 2.5x for an extended
period, the CFR could be lowered to B2.

The principal methodology used in rating Pioneer was the Global
Oilfield Services 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.

Pioneer Energy Services Corp., headquartered in San Antonio,
Texas, provides onshore contract drilling services as well as
various production related services to upstream oil and gas
companies.



PROVIDENT FINANCING: Fitch Rates Sub. Capital Securities at 'BB+'
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'BBB' rating to Unum Group
Inc.'s (NYSE: UNM) planned $250 million 5.75% senior notes
issuance due Aug. 15, 2042.

The new shares' rating will be equivalent to the ratings on UNM's
existing senior debt.  The net proceeds will be used for general
corporate purposes.  The offering is expected to close Aug. 23,
2012.

At June 30, 2012, UNM's financial leverage was 23% and GAAP
earnings-based interest coverage was approximately 10x.  Pro forma
financial leverage increases to approximately 25%.

On Aug. 3, 2012, Fitch affirmed all of its ratings for UNM and
UNM's subsidiaries with a Stable Outlook.

Fitch currently rates the UNM entities as follows:

Unum Group Inc.

  -- Issuer Default Rating (IDR) at 'BBB+';
  -- 7.125% senior notes due Sept. 30, 2016 at 'BBB';
  -- 7% senior notes due July 15, 2018 at 'BBB';
  -- 5.625% senior notes due Sept. 15, 2020 at 'BBB';
  -- 7.25% senior notes due March 15, 2028 at 'BBB';
  -- 6.75% senior notes due Dec. 15, 2028 at 'BBB';
  -- 7.375% senior notes due June 15, 2032 at 'BBB'.

Provident Financing Trust I

  -- 7.405% junior subordinated capital securities at 'BB+'.

UnumProvident Finance Company plc

  -- 6.85% senior notes due Nov. 15, 2015 at 'BBB'.

Unum Group members:
Unum Life Insurance Company of America
Provident Life & Accident Insurance Company
Provident Life and Casualty Insurance Company
The Paul Revere Life Insurance Company
The Paul Revere Variable Annuity Insurance Company
First Unum Life Insurance Company
Colonial Life & Accident Insurance Company

  -- IFS at 'A'


PETRON ENERGY II: Had $472,700 Net Loss in Second Quarter
---------------------------------------------------------
Petron Energy II, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $472,707 on $104,942 of revenue for the
three months ended June 30, 2012, compared with a net loss of
$545,546 on $48,614 of revenue for the corresponding period last
year.

The Company reported a net loss of $7.0 million on $195,576 of
revenue for the six months ended June 30, 2012, compared with a
net loss of $1.0 million on $91,623 of revenue for the same period
of 2011.

                         Impairment Charge

The oil and gas properties acquired from One Energy pursuant to
the Asset Purchase Agreement were purchased for 5,910,000 shares
of Series B Preferred Stock with a deemed value of $1.00 per
share.  The Company believes that with enhanced recovery
techniques, this value will be realized in the future, but
currently there are no immediate plans to develop the properties.
The Company obtained a reserve report that showed the net present
value of the properties as they exist now to be $344,000.  In
addition to the issuance of the preferred stock, the Company has
incurred approximately $337,000 of costs that had been capitalized
related to these assets.

Due to the unknown timing of the implementation of enhanced
recovery techniques and the uncertainty that these techniques will
be successful, the Company has recorded an impairment charge of
$5.9 million (during the six months ended June 30, 2012).

                            Balance Sheet

The Company's balance sheet at June 30, 2012, showed $2.5 million
in total assets, $937,240 in total liabilities, and stockholders'
equity of $1.6 million.

                       Going Concern Uncertainty

"The Company has incurred a net loss of $7,025,145 for the six
months ended June 30, 2012 (2011 - $1,026,092) and at June 30,
2012 had an accumulated deficit of $18,520,305 (2011 -
$11,495,160).  While the Company has recognized revenues from
operations, the revenues generated are not sufficient to sustain
operations.  The Company does not have sufficient funds to acquire
new business assets or maintain its existing operations at this
time.  Management's plan is to raise equity and/or debt financing
as required but there is no certainty that such financing will be
available or that it will be available at acceptable terms.  The
outcome of these matters cannot be predicted at this time."

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

                           http://is.gd/f90qSr

Dallas-based Petron Energy II, Inc., was formerly known as Petron
Energy Special Corp. and was incorporated in June 2007 under the
laws of the State of Texas; and, on April 2011, was reincorporated
in the state of Nevada.  Pursuant to a Plan of Merger, the parent
company, Petron Energy Special Corp. was merged into its wholly
owned subsidiary, Petron Energy II, Inc.  The surviving entity was
Petron Energy II, Inc.  The effective date of the Plan of Merger
was Jan. 3, 2012.

The Company is engaged primarily in the acquisition, development,
production, exploration for and the sale of oil, gas and gas
liquids in the United States.  As of Dec. 31, 2011 the Company is
operating in the states of Texas and Oklahoma.  The Company sells
its oil and gas products primarily to a domestic pipeline and to
another oil company.


PREMIER GOLF: 9th Cir. BAP Upholds Ruling on Cash Collateral
------------------------------------------------------------
The United States Bankruptcy Appellate Panel for the Ninth Circuit
in Pasadena, California, affirmed a bankruptcy court ruling that
denied Far East National Bank's request to prohibit Premier Golf
Properties, LP, from using cash collateral.  The Bankruptcy Court
ruled -- and the Ninth Circuit BAP agreed -- that postpetition
revenue from the Golf Club's green fees and driving range fees is
not the rents, proceeds or profits of the Bank's security interest
within the exceptions of 11 U.S.C. Sec. 522(b).  Unlike hotel
cases where the revenue from room rental derives primarily from
the usage of real property as shelter or occupancy, a golf course
derives its revenue primarily from the usage of real property as
entertainment, the BAP said, citing In re Everett Home Town Ltd.
P'ship, 146 B.R. at 457 (hotel client mainly pays for the
occupancy of the property); In re S.F. Drake Hotel Assocs., 131
B.R. at 161 (rent is "compensation for use of property . . . taken
with the knowledge that a lodger primarily seeks shelter not
service.").  As a result, the bankruptcy court did not err in
determining that the Golf Club's green fees and driving range fees
were not rents subject to the Bank's real property security
interest.

Far East National Bank financed the Golf Club's business.  In
December 2007, the Bank loaned the Golf Club $11,500,000.  The
Bank was granted a blanket security interest in all of the Golf
Club's real and personal property.

Richard J. Frick, Esq. -- rfrick@fpmlaw.com -- at Frick Pickett &
McDonald LLP, argued for Far East National Bank.

The case is FAR EAST NATIONAL BANK, Appellant, v. UNITED STATES
TRUSTEE, SAN DIEGO; PREMIER GOLF PROPERTIES, LP, Appellees, BAP
No. 11-1508 (9th Cir. BAP).  A copy of the Ninth Circuit BAP's
Aug. 13, 2012 Opinion is available at http://is.gd/876BsIfrom
Leagle.com.  The Ninth Circuit BAP consisted of Bankruptcy Judges
Eileen W. Hollowell, Jim D. Pappas, and Meredith A. Jury.

                About Premier Golf Properties, LP

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represents the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


PRIUM SPOKANE: Settlement Minus Dismissal Approved
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
approved an amended settlement agreement and release agreement
among Prium Spokane Buildings, L.L.C., Glenn R. Davis, Jeffrey
Silesky and Francine Gaillour, and Sterling Savings Bank.

The Court in the order approving the amended settlement ruled that
the prior motion to dismiss the case is denied to allow for
further administration of the Chapter 11 proceedings.

The settlement agreement was amended following an objection filed
by Robert D. Miller Jr., the U.S. Trustee for Region 18, and James
F. Rigby, solely as trustee for the Bankruptcy estate of Michael
R. Mastro.  In its objection, the U.S. Trustee stated the
settlement agreement will result in a substantial cash asset of
the estate which requires administration.

The original agreement provided for a compromise of the claims of
the parties against one another, and for dismissal of the Chapter
11 proceeding.  Among other things, the agreement provides that:

   a) Prium Spokane will stipulate, and D&S will not oppose, to
      the entry of an order by the Bankruptcy Court granting
      Sterling relief from the automatic stay, permitting Sterling
      to recommence its foreclosure of the Deed of Trust against
      the property;

   b) D&S will release any and all ownership interests which they
      have, or may claim to have, in, to, or against the property
      including, without limitation, the release and reconveyance
      of the liens of the Junior Deeds of Trust;

   c) subject to payment of prepetition trade debt up to $20,000,
      together with all postpetition debt and administrative
      expenses accrued through dismissal, ownership of the DIP
      Account will be transferred to Sterling;

   d) all of Prium Spokane's right, title, and interest in and to
      the property's condominium association including, without
      limitation, its prorated interest, if any, in any funds held
      by or deposit accounts of the association, will be
      transferred to Sterling; and

   e) upon conclusion of the property foreclosure, an order
      dismissing the Bankruptcy Case will be submitted for entry
      without further notice or hearing.

Sterling will immediately deposit the sum of $400,000 with a
mutually agreed upon third party upon entry of a Bankruptcy Court
order approving the agreed settlement.

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

                   About Prium Spokane Buildings

Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
10-06952) on Dec. 16, 2010.  Davidson Backman Medeiros PLLC,
represents the Debtor.  Berreth, Lochmiller & Associates, PLLC,
serves as accountants.  The Debtor disclosed $17,042,743 in assets
and $34,723,584 in liabilities as of the Chapter 11 filing.
There was no creditors committee appointed in the case.


REID PARK: Has OK to Hire Udall Law for EEOC Litigation
-------------------------------------------------------
Reid Park Properties, LLC, sought and obtained authorization from
the Hon. Eileen w. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona to employ Udall Law Firm, LLP, as special
litigation counsel for the purpose of representing the Debtor in
the pending Equal Employment Opportunity Commission litigation in
which the Debtor is a named defendant, against all parties in the
litigation.

Udall Law will represent the Debtor's interests in charges of sex
discrimination and also assist in responding to and managing all
aspects of the defense of these charges up through and including
litigation in any Court, at these hourly rates:

      Senior Attorneys             $275 to $225
      Associates                      $200
      Law Clerks/Paralegals           $100

Thom K. Cope, Esq., at Udall Law, attested that his firm does not
hold or represent any interest materially adverse to the Debtor or
the Debtor's estate, and the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESIDENTIAL CAPITAL: PHH et al. Seek Stay Relief to Foreclose
-------------------------------------------------------------
Various parties have filed motions to lift the automatic stay to
allow the foreclosure of real properties.

PHH is the holder of a mortgage on a property located in Fort
Wayne, Indiana.  A foreclosure title search, however, showed that
there is a judgment on the property held by Homecomings Financial
Network, an affiliate of Residential Capital LLC which is in
bankruptcy protection.

PNC Bank National Association commenced an action on April 5 to
foreclose its mortgage on a property located in Frenchtown, New
Jersey.  The foreclosure action, however, was automatically halted
following the bankruptcy filing of GMAC Mortgage LLC.  GMAC
Mortgage reportedly holds a second lien mortgage on the property.

HSBC Bank USA N.A. also seeks stay relief that was applied to a
foreclosure action it filed against GMAC Mortgage LLC.  The
foreclosure action filed in the New York Supreme Court was halted
when GMAC filed for bankruptcy protection on May 14.  The action
is styled HSBC Bank USA, N.A. v. David Siener, GMAC Mortgage, LLC
D/B/A Ditech.com, et al.

Residential Credit Solutions, Inc., also seeks stay relief as to
real property known as 93 Old Brook Road, in Dix Hills, New York.
The property is subject to a foreclosure action pending in a state
court.

                     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: Court Denies Massey Energy. et al.'s Stay Motion
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied the
motion of Central West Virginia Energy Company, Massey Energy
Company and Massey Coal Sales Company, Inc., to modify the
automatic stay, or in the alternative, extend the automatic stay
to the pending state court action against WP Steel Venture LLC, et
al.

The Court denied the stay motions with respect to the relief
requested regarding the case of Central West Virginia Energy v.
Mountain State Carbon LLC, et al., and Mountain State Carbon, LLC
v. Central West Virginia Energy Company, et al.

As reported in the Troubled Company Reporter on Aug. 22, 2012, the
Official Committee of Unsecured Creditors and the Debtors filed
objections to the motion to modify the automatic stay, or in
the alternative, extend the automatic stay to the pending state
court action.  According to the Committee, the movants have not
sufficiently demonstrated cause for lift or modify the automatic
stay.

As reported in the TCR on July 23, 2012, Massey Energy Co. accused
a subsidiary of RG Steel LLC of unfairly using an automatic stay
to block a $31.5 million contract suit from the coal company while
continuing to pursue its own related suit against Massey.  Massey
requested that its automatic stay be modified to allow a
subsidiary's suit to proceed in West Virginia federal court
against Mountain State Carbon LLC, a joint venture 50 percent
owned by debtor RG Steel Wheeling LLC.

                          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. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

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 and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


RG STEEL: Successful Bidders for Three Plants Named
---------------------------------------------------
RG Steel LLC, et al., named three successful bidders in relation
to the sale of certain assets of the Debtors including RG Steel
Wheeling, LLC.

The Debtors related that after the July 31, 2012, auction, and in
consultation with the Official Committee of Unsecured Creditors
and Cerberus Business Finance, LLC, as agent, under the junior
prepetition credit agreement and representatives thereof,
selected:

  (1) the $2,000,000 cash bid submitted by W. Quay Mull, II and
      Joseph N. Gompers, as the successful bid and the $1,800,000
      cash bid submitted by C.J. Betters, as the back-up bid with
      respect to certain assets related to its facilities located
      at 1001 Main Street, Martins Ferry, Ohio;

  (2) the $20,000,000 cash bid submitted by Frontier Industrial
      Corp., as the successful bid; and (ii) the $20,700,000 cash
      bid submitted by HRE Mingo, LLC, as the back-up bid for its
      facilities located at 540 Commercial Street, Mingo Junction,
      Ohio; and

  (3) the $7,000,000 cash bid submitted by Nucor Corporation, as
      the successful bid for certain assets related to its
      Wheeling Corrugating division consisting of certain
      equipment and related intellectual property.  There is no
      back-up bid for the purchased assets.

A copy of the asset purchase agreement with W. Quay Mull II, and
Joseph M. Gompers is available for free at
http://bankrupt.com/misc/RGSTEEL_WPSteel_apa.pdf

                          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. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

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 and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

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. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


ROSETTA RESOURCES: Moody's Raises Corp Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded Rosetta Resources Inc.'s
(Rosetta) Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to B1 from B2, and upgraded the existing senior
unsecured note rating to B3 from Caa1. This concludes the review
for upgrade initiated on April 2, 2012. The outlook is positive.

"The upgrade of the CFR to B1 reflects the company's low debt
leverage and modest finding and development (F&D) costs,"
commented Andrew Brooks, Moody's Vice President, "while generating
a strong track record of growth and increased liquids production."

Rating Rationale

The B1 CFR reflects the company's very low debt leverage, its
strong cash margins and growing liquids production. Rosetta's
principal area of focus is its high quality Eagle Ford asset base,
which as of 2012's second quarter represented over 95% of its
total production, and will be allocated 93% of 2012's capital
spending budget. Second quarter 2012 production averaged 33,400
Boe per day, up 25% from 2011's second quarter; Moody's expects
2012's exit rate will approximate 40,000 Boe per day. Rosetta has
evidenced an impressive performance in reorienting its production
from natural gas, which as recently as 2009 represented 85% of its
total production, to liquids, which in 2012's second quarter
averaged 59% of production. The growth in liquids production is
the result of Rosetta's focused Eagle Ford development program,
where it maintains a sizable drilling inventory, in combination
with the divestiture of a series of non-core, mostly dry gas
assets. Divestiture proceeds also helped Rosetta fund its
ambitious capital spend without inflating debt leverage, which at
June 30, 2012, equated to a very low $10,566 on production.

Reserve growth has been equally impressive, as 2011's total proved
reserves doubled to 161 million Boe. Reflective of its early stage
Eagle Ford development, however, much of that growth came in the
proved undeveloped (PUD) category, which has increased to 64% of
the total. The extent of PUDs could pressure Rosetta's record of
low F&D costs, which have consistently averaged under $10 per Boe,
although the rapid buildup of liquids production should help
alleviate any margin pressure otherwise resulting from higher
costs.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through mid-2013 with $60 million of cash and $535
million of availability under the company's secured borrowing base
revolving credit facility as of June 30. The borrowing base was
increased to $625 million in April from $325 million based on
performance, with the revolver scheduled to mature in May 2016.
With a 2012 capital spending budget of $640 million, Rosetta will
be outspending cash flow, but asset divestiture proceeds have
moderated its use of the revolver to fund this cash deficit.
Revolver covenants include a minimum current ratio of 1.0x and a
maximum debt / EBITDA ratio of 4.0x. As of June 30, Rosetta was
well within these limits with a current ratio of 4.1x and a
debt/EBITDA ratio of 0.6x.

The positive outlook reflects our expectation that Rosetta will
continue to grow its reserves and production on a sustainable
basis while maintaining its conservative financial profile. An
upgrade could result should average daily production increase to
55,000 Boe per day while maintaining debt on production below
$20,000 per Boe. Moody's could downgrade the ratings should debt
on production exceed $25,000 per Boe for a sustained period, or if
capital productivity declines to the extent that Rosetta's
leveraged full-cycle ratio drops below 2x.

The B3 senior unsecured note rating reflects both the overall
probability of default of Rosetta, to which Moody's assigns a PDR
of B1, and a loss given default of LGD5-89%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated two notches
beneath the B1 CFR under Moody's Loss Given Default Methodology.

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

Rosetta Resources is an independent exploration and production
company headquartered in Houston, Texas.


ROTHSTEIN ROSENFELDT: Committee Files Exit Plan
-----------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reports that the creditors committee in the three-year-old
bankruptcy of Rothstein Rosenfeldt Adler filed a bankruptcy plan
and disclosure statement on Aug. 17.

According to the report, the plan was filed and signed by the
attorney for the Creditor's Committee, Michael Goldberg of Akerman
Senterfitt, and not by the court-appointed trustee Herbert
Stettin.

"We are simply trying to move the process forward, with the
trustee," the report quotes Mr. Goldberg as saying.  The plan
calls for the creation of a liquidating trust and four classes of
claimants.  A date for confirmation of the plan was left blank.

The report notes administrative fees have been high for the case,
topping $20 million in March.  But the trustee and his assistants
can point to a significant recovery also.

As of June 30, the estate had receipts totaling $99.84 million,
distributions totaling $35.06 million and cash of $68.84 million.
There were $488.4 million in claims filed with the estate, but
some of them were duplicates or disputed, the report notes.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SANTA YSABEL: Defends Its Bankruptcy Case
-----------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that arguing that
tribal leaders have the power to seek bankruptcy protection for
their businesses on reservation land, attorneys for the Santa
Ysabel Resort and Casino defended the company's request for
Chapter 11 against creditors who want the case thrown out.

                   About Santa Ysabel Resort

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
-- operates a casino located off of Highway 79 in North San Diego
County overlooking Lake Henshaw on tribal Indian reservation land
in Santa Ysabel, California.  The Casino is housed in a one-story,
37,000 square-foot building with 349 class III slot machines, four
poker tables, six table games, and a restaurant and bar with 200-
person seating capacity.  The Casino employs roughly 120 people
and is the largest employer in Santa Ysabel.  The Casino is owned
by the Iipay Nation of Santa Ysabel, formerly known as the Santa
Ysabel Band of Mission (Diegueno) Indians, a federally recognized
Indian tribe.  The Casino is operated pursuant to the Indian
Gaming Regulatory Act under title 25 of the United States Code.

The Casino was funded with a primary loan from JP Morgan in the
amount of roughly $26,000,000 and a secondary loan from the
Yavapai Apache Nation in the amount of $7,000,000.  In 2009 the
YAN purchased the JP Morgan Debt.  The Casino also has $1.3
million in unsecured trade debt.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.

Judge Hon. Peter W. Bowie presides over the case.  Ron Bender,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serves as counsel.  Virgil Perez, the Santa Ysabel tribal
Chairman, signed the Chapter 11 petition.


SGS INTERNATIONAL: Moody's Affirms 'B1' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed all long-term ratings for SGS
International, Inc. with a stable outlook and revised the
company's short-term liquidity rating to SGL-4 from SGL-2. The
revision of the liquidity rating reflects the upcoming maturity of
the company's first lien senior secured credit facilities in
September 2013 and senior subordinated notes in December 2013.

Actions:

  Issuer: SGS International, Inc.

    Corporate Family Rating, Affirmed B1

    Probability of Default Rating, Affirmed B1

    $160 million Senior Subordinated Notes due December 2013,
    Affirmed B2 (LGD5 74%)

    Speculative Grade Liquidity Rating, Revised to SGL-4 from
    SGL-2

Outlook, Stable

Ratings Rationale

Moody's expects SGS to generate ample EBITDA to cover scheduled
interest payments, taxes, and capital spending in the near-term.
However, Moody's does not expect SGS to generate enough internal
cash flow to repay approximately $254 million in debt that matures
in 2013 and believes SGS will need to refinance at least a portion
of these obligations. Market access is not considered in
determining the liquidity rating. Excluding the issue of debt
maturities, Moody's would continue to view the company's liquidity
position as representative of an SGL-2 and expects to return the
liquidity rating to that level upon a successful refinancing at
similar terms, assuming no change in SGS' business prospects.

The affirmation of the long-term ratings, including the B1
Corporate Family Rating ("CFR"), and maintenance of the stable
rating outlook reflect expectations for continued stable operating
performance and solid credit metrics. Moody's estimates pro forma
lease-adjusted leverage in the low 3 times Debt/EBITDA (mid 4
times including preferred stock adjustment), interest coverage
near 3 times (EBITDA-CapEx)/Interest, and solid free cash flow.
SGS's metrics are strong for the rating category and should
improve over the next few quarters as SGS continues to integrate
acquired businesses.

The B1 CFR remains principally constrained by small size,
geographic concentration, product concentration, and limited
organic growth prospects. The rating also incorporates event risks
associated with an acquisition-based growth strategy in a highly
fragmented market and upcoming debt maturities in 2013. The B1 CFR
anticipates relatively stable EBITDA generation through economic
cycles driven by the company's strong market position, long-
standing customer relationships with major consumer product
companies, and a variable cost structure.

The stable outlook anticipates that the company will maintain or
improve EBITDA and cash flow generation, and refinance its
upcoming debt maturities in a timely and economical manner.

SGS is well-positioned in the rating category, though the
company's relatively small size, focus on niche end markets, and
ongoing pricing pressures in its industry represent a meaningful
hurdle to an upgrade over the intermediate term. Conversely, the
ratings could be pressured by shareholder-friendly activities or
acquisitions that Moody's expects could result in lease-adjusted
financial leverage nearing 4.5x Debt/EBITDA or free cash flow-to-
debt below 5%. Failure to address upcoming debt maturities would
have negative rating implications starting in early 2013.

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

SGS International, Inc., headquartered in Louisville, Kentucky, is
a global leader in the digital imaging and communication industry,
offering design-to-print graphic services to the international
consumer products packaging market. The company offers a full
spectrum of digital solutions that streamline the capture,
management, execution and distribution of graphics information.
Customers in food and beverage end markets account for the
majority of sales, followed by customers in tobacco, personal
care, household products, pet food and pharmaceutical sectors. SGS
generated approximately $389 million of revenue in the twelve
months ended June 30, 2012. The company has been majority-owned by
Court Square Capital Partners since 2005.


SHILO INN: Court Closes Hilltop & Palm Springs' Chapter 11 Cases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has closed the bankruptcy cases of Shilo Inn, Pomona Hilltop, LLC,
and Shilo Inn, Palm Springs, LLC.

The April 3 dismissal doesn't include Shilo Inn, Seaside
Oceanfront, LLC.

Shilo Hilltop was scheduled to complete a court-approved sale of
its primary asset, the hotel in Pomona, California, to Coastline
Investments LLC for $10.5 million by March 23, 2012.

Additionally, the Debtors resolved the secured claims of their
major secured creditor, OneWest Bank, N.A., pursuant to a
settlement, which the Court also approved.  The Debtors and the
Bank reached an agreement that the Bank's claim against Shilo
Hilltop will be satisfied in full if paid in the amount of
$6.75 million.  Pursuant to the Settlement, sale proceeds will be
distributed as:

      (i) prepetition or pro-rated post-petition secured property
          taxes on the Hotel;

     (ii) up to $500,000 to satisfy all other claims of creditors
          of Shilo Hilltop;

    (iii) up to $100,000 to pay the outstanding legal fees owed to
          Shilo Hilltop's bankruptcy counsel in the representation
          of Shilo Palm Springs;

     (iv) $500,000 to pay down the obligation owed to the Bank by
          Shilo Palm Springs;

      (v) $500,000 to be designated by Shilo Hilltop's member; and

     (vi) the balance to be split 50% to the Bank to pay down the
          obligation owed to the Bank by Shilo Palm Springs and
          50% to be designated by Shilo Hilltop's member.

The Debtors said that the $10.5 million proceeds from the sale is
sufficient to pay the Bank's claim pursuant to the Settlement and
all of Shio Hilltop's creditors.  After the cost of the Sale,
payment of required taxes, cure for assumption and assignment of
contracts and leases in connection with the Sale, and payment of
$6.75 million to the Bank on the Settlement, the Debtors estimate
that there will be approximately $3.45 for division pursuant to
the Settlement.  The $500,000 allocated to pay Shilo Hilltop's
other creditors is more than sufficient to pay all of its
remaining claims in the approximate amount of $30,000.
Additionally, the $500,000 of sale proceeds allocated to Shilo
Hilltop's member is sufficient for and will be used to pay all
creditors (other than the Bank) in Shilo Palm Springs' case in
full, in the approximate amount of $420,000.

Through the sales and settlements, there are sufficient funds to
pay the Bank, pay all creditors of both of the Debtors' estates,
and distribute funds without further need for administrative
expense or procedure.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.


SIERRA NEGRA: Files for Chapter 11 in Las Vegas
-----------------------------------------------
Sierra Negra Ranch LLC filed a bare-bones Chapter 11 petition
(Bankr. D. Nev. Case No. 12-19649) in Las Vegas.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Sept. 20, 2012 at 3:00 p.m.

The Debtor estimated $10 million to $50 million in assets and at
least $1 million in liabilities.  The Debtor is "Single Asset Real
Estate" as defined in 11 U.S.C. Sec 101(51B) and its asset is
located in Maricopa County, Arizona.


SOLYNDRA LLC: Settles $85 Million in Von Ardenne Claims
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Solyndra LLC agreed to settle two $42.5 million claims by
Von Ardenne Anlagentechnik GmbH, a supplier of thin-film
equipment.

According to the report, the two companies were in arbitration
when Solyndra filed for Chapter 11 protection in September.  They
agreed to settle and give Dresden-based Von Ardenne approved
unsecured claims for $10 million against both Solyndra and
affiliate 360 Degree Solar Holdings Inc.

The report relates that each side will drop its claims and
arbitration against the other and Solyndra will return tools that
by agreement belong to Von Ardenne.  Solyndra wants the bankruptcy
judge in Delaware to approve the settlement at a Sept. 11 hearing
where the judge is already scheduled to consider approving
disclosure materials allowing creditors to commence voting on the
liquidating Chapter 11 plan.

                        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.  The Plan is designed to pay 2.5% to 6%
to unsecured creditors with claims totaling as much as $120
million. Unsecured creditors with $27 million in claims against
the holding company are projected to have a 3% dividend.


SONIC AUTOMOTIVE: Moody's Affirms 'B1' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service changed the outlook for Sonic Automotive
to positive from stable and affirmed all ratings including the B1
corporate family rating.

Ratings affirmed and LGD point estimates adjusted include:

  Corporate Family Rating at B1

  Probability of Default Rating at B1

  $210 million senior guaranteed subordinated notes due 2018 at
  B3 (to LGD 6, 91% from LGD6, 90%)

  $200 million senior subordinated notes due 2022 at B3 (to LGD
  6, 91% from LGD 6, 90%),

Ratings Rationale

"The change in the outlook to positive reflects continuing
sequential improvement in Sonic's operating performance, with
debt/EBITDA and EBITA/interest improving such that Moody's
anticipates the company reaching our upgrade triggers over the
next few quarters absent an event," stated Moody's Senior Analyst
Charlie O'Shea.

Sonic's B1 Corporate Family and Probability of Default ratings
continue to consider Sonic's weak though improving credit metrics,
solid liquidity benefitting from a balanced debt maturity profile,
and its business model, with representative parts and service and
finance and insurance segments, which reduce reliance on new car
sales. Ratings also reflect the company's strong market position
in the still very fragmented auto retailing segment, and Sonic's
historically-favorable brand mix.

The positive outlook reflects Moody's belief that Sonic's
favorable brand mix will continue to resonate with consumers, and
that it will continue to manage its expenses prudently, resulting
in credit metrics that should continue to improve over the next
few quarters. Ratings could be upgraded if Sonic continues to
improve its operating performance and credit metrics, as well as
maintain a balanced financial policy. Quantitatively, ratings
could be upgraded if debt/EBITDA was sustained below 4.5 times and
EBIT/Interest was sustained above 2.5 times. Ratings could be
downgraded if Sonic's liquidity or operating performance were to
weaken, or if financial policy were to become aggressive such that
debt/EBITDA rose above 5.25 times or if EBIT/Interest approached 2
times.

The principal methodology used in rating Sonic Automotive, Inc was
the Global Automotive Retailer 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.

Sonic Automotive, Inc., is a leading retailer of new and used
vehicles, with annual revenues of around $8 billion.


SP NEWSPRINT: PBGC Takes Over Two Pension Plans
-----------------------------------------------
The Pension Benefit Guaranty Corporation will pay retirement
benefits for nearly 1,300 current and future retirees of SP
Newsprint Co., LLC, a newsprint producer based in Greenwich, Conn.

The PBGC, which safeguards the pensions of 44 million Americans,
is moving to take responsibility for SP Newsprint's two pension
plans because the company intends to sell its assets in bankruptcy
proceedings and the buyers are not assuming the pension plans.

PBGC will pay all pension benefits earned by SP Newsprint retirees
up to the legal maximum of $54,000 a year for a 65-year-old.

When PBGC takes responsibility for the pension plans it will send
notification letters to their members. Until then, the plans will
continue under company sponsorship.

Workers and retirees with questions may consult the PBGC website,
www.pbgc.gov or call toll-free at 1-800-400-7242. For TTY/ASCII
(American Standard Code for Information Interchange) users, call
the federal relay service toll-free at 1-800-877-8339 and ask for
800-400-7242.

SP Newsprint retirees who draw a benefit from PBGC may be eligible
for the federal Health Coverage Tax Credit. Further information
may be found on the PBGC website at

     http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html.

SP Newsprint's bankruptcy filing was spurred by a decline in
demand for newsprint products.  The company's two pension plans
are: the SP Newsprint Co. Pension Plan and the SP Newsprint Co.
Union Pension Plan.

According to PBGC estimates, collectively the plans are 49% funded
with $74.4 million in assets to cover $150.7 million in benefits.
The agency expects to cover $73 million of the $76.3 million
shortfall.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Debtor won court approval to hold an Aug. 17 auction to sell
virtually all its assets.  The Debtor's lenders will act as the
so-called stalking horse for the auction setting a floor for other
bidders to beat.  The lenders will make a credit bid, using
forgiveness of its secured debt to buy the assets.  General
Electric Capital Corp., as both agent to lenders and a lender
itself, is owed about $254 million.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STERLING OAK: In Receivership, Maybe Wound Up
---------------------------------------------
Pasadena Star News reports that Jeff and Taryn Hildreth, entangled
in a lawsuit over the half-completed wine bar underneath their
home, lost a major court decision recently and may wind up being
forced out of the house, at least temporarily.

Pasadena Superior Court Judge C. Edward Simpson rejected the
Hildreths' attempt to stop a preliminary injunction in a July 31
decision, and ordered a receiver to take over management of the
property, according to Pasadena Star News.

The report notes that the receiver's plan to fix permitting
problems and code violations is due Sept. 12.

Pasadena Star News relates that the Hildreths said the city won't
recognize a 1999 conditional use permit it issued based on their
plan to convert an East Montecito Avenue home into a wine bar and
art gallery, called Sterling Oak.

Pasadena Star News notes that Jeff Hildreth has excavated 15 feet
under the house in the past decade, putting in wooden supports and
concrete.  But a stop work order in June 2009 has left the project
as a giant hole under the house, Pasadena Star News relates.

Pasadena Star News discloses that the city contends the 1999
conditional use permit expired one year after it was issued, and
the Hildreths simply haven't provided enough documentation.

Hildreth alleges Sierra Madre has blocked their attempts to comply
with court orders, including a demolition permit for an illegal
deck, Pasadena Star News says.

The city filed suit in 2009, when the Hildreth bypassed the
permitting process to build a wooden deck in front of the home,
which protects the hole from rainwater but hangs over the
sidewalk, the report discloses.

Pasadena Star News notes that the couple represented themselves
earlier in the case because of financial difficulties, and Jeff
Hildreth acknowledges that may have been harmful.  They have had
trouble keeping up with the city's legal motions, and recently
faced contempt of court, Pasadena Star News adds.


TRIBUNE CO: Judge to Stay Plan Order If Creditors Post $1.5BB Bond
------------------------------------------------------------------
Steven Church and Dawn McCarty, writing for Bloomberg News, report
that Tribune Co. creditors won the chance to temporarily halt the
company's bankruptcy exit should they agree to post a $1.5 billion
bond.  U.S. Bankruptcy Judge Kevin Carey agreed with noteholders
who claimed they would be "irreparably harmed" should Tribune exit
bankruptcy before creditors have a chance to try to overturn the
company's reorganization plan by appealing it to a higher court.

"It will certainly be difficult to 'unscramble the egg,'" Judge
Carey said in an opinion Wednesday.

Bloomberg also reports Judge Carey denied the creditors' request
to try speed up the appeal process by sending the case directly to
the U.S. Court of Appeals in Philadelphia.  Instead, the appeal
must first go to a U.S. District Court judge in Wilmington.

Bloomberg recounts Aurelius Capital Management LP and other
holders of Tribune's oldest debts had asked Judge Carey to suspend
his order approving the plan and a related legal settlement until
a higher court reviews the case.  Aurelius claims Judge Carey
erred when he approved a settlement that ended some lawsuits
against lenders that financed the more than $8 billion leveraged
buyout of Tribune in 2007.

According to Bloomberg, Judge Carey ruled that before creditors
holding the older debt can move forward with their appeal, they
must post a bond for $1.5 billion to ensure that newer lenders who
support the reorganization plan aren't harmed by any delay.  The
creditors must post the bond by Aug. 29, Judge Carey ruled.

Bloomberg says Aurelius didn't immediately respond to an e-mail
sent to the company's general e-mail address or to a phone call
requesting comment on the ruling.

Bloomberg also relates Tribune spokesman Gary Weitman said in an
e-mail that he couldn't immediately comment on the ruling.

                          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)


TRIDENT MICROSYSTEMS: Deal Lets Unsec. Creditors Get Full Payment
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Trident Microsystems Inc. reached a settlement with the
liquidators of Caymans Islands affiliate Trident Microsystems
(Far East) Ltd. where unsecured creditor will be paid in full with
money left over for shareholders.

According to the report, the company said in court papers last
week that after filing for Chapter 11 protection in January, it
sold the businesses and generated $90 million, leaving $70 million
for distribution after payment of expenses.  The impediment to
distribution was a disagreement over the $73.2 million claim that
Trident has against TMFE, which is now represented by liquidators
appointed by a court in the Cayman Islands.

The report relates that last week, Trident, its official
shareholders' committee, and the Cayman Islands liquidators
reached a settlement that will come up for approval at a hearing
on Sept. 21 in U.S. Bankruptcy Court in Delaware.  The settlement
provides for the liquidators to receive up to $14.9 million cash,
allowing unsecured creditors of TMFE to realize a recover not
exceeding 90%.

Mr. Rochelle also reports Trident filed a proposed liquidating
Chapter 11 plan and explanatory disclosure statement.  Unsecured
creditors with claims of up to $8 million against Trident will be
paid in full, with an unspecified excess going to shareholders.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LebBeuf represented the statutory committee of equity
security holders.  The equity committee then retained Proskauer
Rose LLP after Dewey filed its own bankruptcy.  The committee also
tapped to retain Campbells as Cayman Islands counsel, and Quinn
Emanuel Urquhart & Sullivan, LLP as its conflicts counsel.

Trident has sold its assets.  The television business went for
about $22.5 million cash to Sigma Designs Inc.  Entropic
Communications Inc. took the set-top box business for $65 million.


TOUSA INC: Natalie E. Levine Withdraws as Committee Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of TOUSA, Inc., et al., notified the U.S. Bankruptcy Court
for the Southern District of Florida that Natalie E. Levine has
withdrawn as counsel for the Committee, due to the impending
conclusion of her employment at Akin Gump Strauss Hauer & Feld
LLP.

The Committee relates that other attorneys from Akin Gump, Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., and Robbins,
Russell, Englert, Orseck, Untereiner & Sauber LLP who have
appeared in the case will continue to represent the Committee.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

The Tousa committee filed a Chapter 11 plan in July 2010 based on
an assumption it would win the appeal.


UCI HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on UCI
Holdings Ltd. to negative from stable and affirmed its 'B'
corporate credit rating on the company.

"We also affirmed our 'B+' issue rating on UCI's senior secured
credit facility. The credit facility has a '2' recovery rating,
indicating our expectation for substantial (70%-90%) recovery in
the event of payment default. We affirmed our 'CCC+' issue-level
ratings and '6' recovery ratings on the company's $400 million
unsecured notes due 2019. The '6' recovery rating indicates our
expectation for negligible (0-10%) recovery," S&P said.

"The rating on UCI reflects Standard & Poor's view of the
automotive aftermarket company's business risk profile as 'fair'
and its financial risk profile as 'highly leveraged.' UCI is the
parent company and guarantor of financings of UCI International
Inc. The privately held company is owned by an affiliate of New
Zealand private investor Graeme Hart's Rank Group Ltd. An
affiliate of Rank Group also owns aftermarket parts company
Autoparts Holdings Ltd. (B/Stable/--). UCI and Autoparts have a
common senior management team," S&P said.

"UCI and Autoparts also have significant operational
consolidation, and we believe the two companies may eventually be
legally consolidated given that they each have filtration
businesses and have the same ultimate owner, although existing
financial agreements prevent full consolidation for now. If
Autoparts and UCI remain separate legal entities, we believe it
could impair their stand-alone viability," S&P said.

"Given their business commonality, the two companies have
represented they negotiate sourcing agreements on an arm's length
basis to document the terms of sale of product between the two
companies. (Arm's length is a business term for an agreement
between two independent, unrelated parties who are looking out for
their own interests.) As part of increasing operational
integration, Autoparts is closing two manufacturing locations for
its FRAM Group filters. Other FRAM and UCI manufacturing locations
will make up the lost production, and UCI will purchase certain
equipment from Autoparts. Also, UCI has entered into a joint
services agreement with Autoparts, under which the two companies
provide certain administrative functions for each other on an
arm's length basis. Although such efficiency initiatives could
produce cost and revenue benefits over time for each company, we
believe they also include inherent execution risks," S&P said.

"UCI's 'fair' business risk profile reflects the strong price and
service-based competition of the automotive aftermarket and the
company's limited revenue diversity. Offsetting these difficulties
are the relative stability of the aftermarket (many parts are not
discretionary), the company's leading position in certain product
categories, and solid double-digit EBITDA margins, which the
company maintained during the recession because of its market
position and relatively stable demand," S&P said.

"We believe that UCI derives about 85%-90% of its revenues from
the aftermarket (replacement parts for older vehicles) and the
balance from the original equipment manufacturing and service
(OEM/OES) markets (relatively new vehicles). In the aftermarket,
UCI sells to both traditional channels (the do-it-for-me
businesses) and retailers (do-it-yourself). We expect that any
changes to this market mix will evolve slowly over time. We expect
ongoing challenges in certain segments from competition from parts
suppliers in low-cost countries, resulting in lower pricing power
for U.S. aftermarket participants, and softness in miles driven.
UCI's earnings are also subject to volatility in costs for
commodities and energy as well as changes in foreign currency
exchange rates," S&P said.

"We view the company's financial risk profile as 'highly
leveraged.' For the rating, we expect debt to EBITDA of just more
than 5x, funds from operations (FFO) to total debt just more than
10%, and that cash flow from operations will remain positive. As
of June 30, 2012, credit metrics were outside of these ranges with
total debt to EBITDA of 6.8x, FFO to total debt about 6%, and
negative free cash flow. We estimate that total debt to EBITDA
could remain above 6x through year-end 2012 and not drop
materially in 2013. In assessing the financial risk profile, we
have taken into account UCI's limited financial policy track
record under an affiliate of Rank Group, which acquired the
company in the first quarter of 2011. We include our adjustments
for lease, pension, and receivables factoring as debt. We view
UCI's free cash flow generation as low relative to its debt load,"
S&P said.

"Sales in the U.S. auto aftermarket (excluding tire sales) have
historically been fairly recession-resilient compared with new-
vehicle-related sales and have grown by single-digit percentages
yearly. However, more recently, unemployment remains high,
consumer sentiment volatile, and data from the U.S. Department of
Transportation's Federal Highway Administration indicates that
the number of miles driven remains less than the 2005 peak. The
U.S. recession and volatile gas prices caused consumers to drive
less and defer discretionary maintenance in recent years, whereas
in previous years, consumer maintenance purchases provided slight
revenue growth. 'Despite a slight increase in miles driven and
lower gas prices year over year in second-quarter 2012, there was
a general softness in the aftermarket, which hurt the company's
sales," said Standard & Poor's credit analyst Robyn Shapiro.
"Also, miles driven remain below prerecession levels."

"UCI's sales are narrowly focused on a few key products:
filtration products, fuel delivery systems, cooling systems, and
vehicle electronics. Customer diversity is fair. UCI's largest
customer -- AutoZone Inc. (BBB/Stable/A-2), the nation's largest
automotive aftermarket retailer -- accounts for about 30% of UCI's
sales. During the second quarter of 2012, the company lost a
customer fuel pump business and lost some market share in its
water pump business," S&P said.

"The negative outlook on UCI reflects our opinion that the
company's adjusted leverage could remain above 6x for the year
ahead, outside our range of expectations for the rating," S&P
said.

"We could lower our ratings within the next year if the company
fails to make progress in expanding revenues by growing share, or
if the economy fails to recover, leading to persistently weaker
consumer demand or customer resistance to commodity cost recovery
such that FFO to debt remains less than 10%, debt to EBITDA
remains near 6x, or the company continues to generate negative
cash flow. Leveraged distributions to shareholders that would
worsen leverage could also result in a lower rating," S&P said.

"We could revise our outlook to stable if we believe there is an
increased likelihood UCI can maintain credit ratios in line with
the rating, even if demand recovery in its segments remains
lackluster in the sluggish economic recovery," S&P said.

"Although unlikely within the next year, we could raise our
ratings if we raise our assessment of the financial risk profile
to 'aggressive.' An upgrade would require that we believe UCI
would generate meaningful free cash flow to use toward debt
reduction, resulting in leverage improving to less than 4.5x and
FFO to debt of more than 12%. This could occur if the gross margin
reaches 30% or better and revenue growth is 4% or higher in 2012.
Gross margin could improve if the company is able to successfully
integrate certain of its filters operations with Autoparts' filter
business, an effort that is ongoing. We would also need to believe
that financial policies under Rank Group would support permanent
reductions in debt," S&P said.


USG CORP: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chicago-
based USG Corp. to stable from negative. "At the same time, we
affirmed all existing ratings, including our 'B' corporate credit
rating, on the company," S&P said.

"The outlook revision to stable reflects our view that improved
demand, recent price increases, and successful cost cutting
measures will lift EBITDA off deep cyclical lows to levels
sufficient to fully cover interest expense this year," said
Standard & poor's credit analyst Thomas J. Nadramia.

"Our rating on USG reflects our view of the company's financial
risk as 'highly leveraged' and its business risk as 'weak'.
Weaknesses include very high levels of debt and volatile demand
for its products, particularly wallboard which is tied closely to
residential construction activity. Still, the company is
positioned to benefit from an expected housing recovery given its
strong liquidity position and good operating leverage in its
national manufacturing platform, in our opinion," S&P said.

USG is a manufacturer and distributor of building materials
including wallboard and ceiling tile. The company generated $3
billion of revenues in 2011, down nearly 50% from the peak of the
U.S. housing cycle in 2006. The company is very highly leveraged
with $3 billion of debt outstanding (including operating lease and
other adjustments) and just $111 million of EBITDA in 2011.

"The stable outlook reflects our view that EBITDA will improve
over the next 12 months to levels sufficient to fully cover the
company's interest expense. We expect EBITDA to more than double
in fiscal 2012 (to over $250 million) and cover interest by 1.1x.
That said, this improvement will come off very weak, cyclical
lows, and we expect leverage to remain high at over 10x," S&P
said.

"We would upgrade USG if leverage dropped and was sustained below
5x. We view this scenario as unlikely until annual U.S. housing
starts top one million, which we do not expect to occur until
2014," S&P said.

"We would lower our ratings if the housing recovery stalled and
the company did not take steps (e.g. close additional plants and
trim capital expenditures) to preserve liquidity in excess of $600
million," S&P said.


VADNAIS HEIGHTS: S&P Cuts Rating on 3 Revenue Bond Series to 'CC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'CC' from 'A-' on the City of Vadnais Heights, Minn.'s series
2010A, 2010B, and 2010C lease revenue bonds issued by the Vadnais
Heights Economic Development Authority. The outlook on the ratings
is negative. At the same time, Standard & Poor's lowered its
rating to 'B' from 'A' on the city's series 2009A and 2009B
general obligation (GO)-backed bonds. The outlook on the GO-backed
bonds is stable.

"The lowered rating on the lease revenue bonds reflects our view
of the city council's recent vote to not appropriate funds for
them in fiscal 2013," said Standard & Poor's credit analyst
Caroline West. "The lowered rating on the GO-backed debt reflects
our view of the city's diminished willingness to meet its
obligations," Ms. West added.

The lease revenue bonds provided funds to construct a sports
facility.

"The negative outlook on the city's lease revenue bonds reflects
our view that following depletion of the debt service reserve and
other funds on hand, which we believe will occur in 2014 or 2015,
the sports facility's revenue streams will likely be insufficient
to fully support future principal and interest payments," Ms. West
said.


VERMILLION INC: Posts $2 Million Net Loss in Second Quarter
-----------------------------------------------------------
Vermillion, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.0 million on $321,000 of revenue for
the three months ended June 30, 2012, compared with a net loss of
$5.7 million on $304,000 of revenue for the same period last
year.

Gain on sale of instrument business was $1.8 million for the three
months ended June 30, 2012.  This gain was derived from the return
in April 2012 of funds held in escrow from the Company's 2006 sale
of the instrument business to Bio-Rad.

For the six months ended June 30, 2012, the Company had a net loss
of $3.7 million on $633,000 of revenue, compared with a net loss
of $10.0 million on $735,000 of revenue for the corresponding
period in 2011.

The Company's balance sheet at June 30, 2012, showed $18.9 million
in total assets, $$11.7 million in total liabilities, and
stockholders' equity of $7.2 million.

"In order to continue our operations as currently planned through
2013 and beyond, we will need to raise additional capital.  Given
these conditions, there is substantial doubt about the Company's
ability to continue as a going concern."

As of June 30, 2012, the Company had $7.0 million outstanding
under its secured line of credit with Quest Diagnostics.  The
$7.0 million secured line of credit is due on Oct. 7, 2012.

As reported in the TCR on April 2, 2012, PricewaterhouseCoopers
LLP, in Austin, Texas, expressed substantial doubt about
Vermillion'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
losses and negative cash flows from operations and has debt
outstanding due and payable in October 2012.

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

                       http://is.gd/UFBvlX

Austin, Texas-based Vermillion, Inc. (NASDAQ: VRML)
-- http://www.vermillion.com/-- is dedicated to the discovery,
development and commercialization of novel high-value diagnostic
tests that help physicians diagnose, treat and improve outcomes
for patients.  Vermillion, along with its prestigious scientific
collaborators, has diagnostic programs in oncology, cardiology and
women's health.


VERTELLUS SPECIALATIES: Moody's Cuts CFR to Caa1; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
(CFR) of Vertellus Specialaties Inc. to Caa1 from B2, and
stabilized the company's outlook. The downgrade reflects the
continuing challenges facing Vertellus in both its Agricultural
and Nutrition Business (VAN) as well as its Specialty Materials
Business (VSM). VSM, which has previously been a key element in
supporting the rating, has experienced recent margin and volume
weakness over the last 6 months ending June 30, 2012, with
operating income dropping to $28.4 million representing a decline
of 24%. VAN operating income declined by 80% for the same period.
The combined weakness in both segments has caused leverage to
spike above 12x. Leverage after adding back management fees of
$3.0 million and other non cash and one time adjustments,
(totaling $20 million - which does not include a goodwill
writedown of $66 million for the VAN segment) is still high at 8.7
times. The company's $345 million senior secured notes and $85
million Asset Backed revolver were also downgraded to Caa1 (LGD4,
52%) and B1 (LGD2, 20%), respectively.

Ratings Downgraded:

Vertellus Specialties Inc.

Corporate Family Rating -- Caa1 from B2

Probability of Default Rating -- Caa1 from B2

$325 million Senior Secured Notes due 2015 -- Caa1 (LGD4, 52%)
from B2 (LGD4, 55%)

$85 million Asset Based Revolving Credit Facilities due 2015 -- B1
(LGD2, 20%) from Ba2 (LGD2, 22%)

Outlook -- Stable

RATINGS RATIONALE

Vertellus' Caa1 CFR is constrained by high debt levels relative to
the company's size, margin declines stemming from volatile raw
material costs, competitive pressures in several markets, and low
cash flow levels that have been weakened further by growth
initiatives and one-time legal/environmental settlements.
Vertellus' Agricultural and Nutrition Business' (VAN) performance
has been particularly weak due to the rising raw material costs,
which outpaced price increase initiatives for most of 2011. The
rating is also impacted by leverage metrics with Debt/EBITDA
rising above 8.7x for the twelve months ending June 30, 2012.

The stable outlook reflects our expectation that Vertellus will be
able to continue servicing its debt, and that it will maintain an
adequate liquidity profile while not breaching the ABL revolver's
85% borrowing level at which time it is subject to a fixed charge
covenant which Moody's estimates may be difficult maintain.
Moody's does expect that the company will be operating in a more
favorable raw material environment over the next 12-18 months,
however significant margin gains remain unlikely absent large
changes in Vertellus' markets or positive movements in the global
economy. If the company can be more successful in passing through
cost increases, generate free cash flow closer to break-even, and
reduce leverage closer to 6.0x, Moody's would consider the
possibility of a higher rating. If Vertellus were to experience a
further margin decline similar to that in the second half of 2011,
there could be further downward pressure on the rating.

The principal methodology used in rating Vertellus Specialties Inc
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.

Vertellus Specialties Inc., a private company controlled by
private equity firm Wind Point Partners, is a leading global
manufacturer of pyridine and pyridine derivative chemicals and
innovator in renewable chemistries for plastics and coatings, high
performance additives for medical and plastics applications, and
complex intermediates for pharmaceutical and agriculture
customers. Vertellus offers a diverse range of customers a broad
array of products to seven target markets: agricultural,
nutrition, personal care, industrial specialties, polymers and
plastics, pharmaceutical and medical, and coatings, adhesives,
sealants and elastomers. Headquartered in Indianapolis, Indiana,
the company has operating facilities in the U.S., the United
Kingdom, Belgium, India, and China. Revenues for the twelve months
ending June 30, 2012 were $550 million.


WAGNER SQUARE: Jackson Square Wants Involuntary Petition Dismissed
------------------------------------------------------------------
Jackson Square LLC, as 50% owner of Wagner Square I, LLC, asks the
Bankruptcy Court to dismiss the involuntary petition filed by
Debra Sinkle Kolsky Trust.

Phillip M. Hudson, Esq., at Arnstein & Lehr LLP, representing
Jackson Square, says the Kolsky Trust cannot be a petitioning
creditor as its claim is not one that can be asserted against
Wagner I.  The Kolsky Trust as the other 50% owner of Wagner I is
clearly an insider of the alleged debtor, and therefore, is not
eligible to be a petitioning creditor or file an involuntary
petition against the alleged debtor under Section 303(b)(2).

Mr. Hudson submits that while there is a final judgment
adjudicating an award to both the Kolsky Trust and Jackson against
the Wagner Entities, that judgment is currently on appeal and
therefore remains the subject of a bona fide dispute as to
liability or amount.   That award simply designates the amount of
shareholder loans and capital.  It does not deal with non-
shareholder debt or liability.  In fact, it is the Kolsky Trust
who filed the appeal, and therefore, by definition is the party
suggesting the existence of a bona fide dispute as to its claim.

Mr. Hudson tells the Court that Wagner I is not operating or
incurring debt, thus there is little or no debt to pay except to
insiders.  Therefore, Wagner I is not paying its debts as there
are few, if any, due other than to insiders.  The only claim
against Wagner I is that of the Kolsky Trust as the petitioning
creditor, and there is no allegation that Wagner I not paying any
other debts or that Wagner I even has any other debts.  Moreover,
Wagner I could not possibly pay the Kolsky Trust's claim as its
only source of income is the sale of the sole piece of property it
owns, a sale presently contemplated in the pending Settlement
Agreement.

Mr. Hudson states that Wagner I has previously been unable to sell
this property due to the corporate deadlock and litigation among
entities owned by Kolsky and Jackson leading to their collective
inability to deal with the purported restrictive covenants of the
City.  Kolsky and the Kolsky Trust should not be allowed to create
a situation as an owner of Wagner I in which Wagner I has no means
of paying the Kolsky Trust's claim only to file an involuntary
bankruptcy proceeding against Wagner I based on that very same
claim in a thinly veiled effort to leverage a better judgment
against Wagner I than what the state court has already
adjudicated.  Furthermore, pursuant to the state court  judgment
and the Settlement Agreement, the property is being "sold" to the
City and value is being given to the Kolsky Trust, Jackson, and to
the other creditors of Wagner I, if any.  Accordingly, the Kolsky
Trust's claims are without merit and are an attempt at another
bite at the proverbial apple.

Mr. Hudson contends that the involuntary bankruptcy proceeding is
clearly a two-party dispute between entities owned by Kolsky and
Jackson regarding control of Wagner I and the distribution of
proceeds upon the sale of the assets owned by the Wagner Entities.
There is already a valid state court judgment that sets forth the
liabilities of Wagner I, and therefore, each owner's entitlement
to proceeds of the sale of the Wagner Entities' assets above their
ownership interest.  This judgment is the subject of an appeal by
the Kolsky Trust and the state appellate court is the appropriate
forum for Kolsky to seek to alter that judgment.

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.


WALLDESIGN INC: Taps Alan Villanueva as Tax Preparer
----------------------------------------------------
Walldesign, Inc., asks for authorization from the U.S. Bankruptcy
Court for the Central District of California to employ Alan
Villanueva, CPA, as tax preparer.

The Debtor needs to file with the Internal Revenue Service and
appropriate state agencies federal and state income tax returns
for the fiscal year ending Oct. 31, 2011.  Mr. Villanueva will
provide services to the Debtor in accordance with that certain Tax
Consulting Master Services Agreement and the Master services
agreement Addendum, to render to the Debtor these services:

      a. preparation and filing of IRS Form 1120S tax return for
         the Debtor;

      b. preparation and filing of California Form 100 S tax
         return for the Debtor; and

      c. preparation and filing of Arizona Form 120S for the
         Debtor.

Mr. Villanueva estimates that his fees for preparing the 2010 Tax
Returns will be $5,500.  The fees will be billed on an hourly
basis and he will bill his time at the rate of $200 per hour.  The
Debtor will be responsible for reasonable out-of-pocket costs and
expenses for certain support activities and are estimated to be
$500 or less.

Mr. Villanueva attests to the Court that he does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than
$43.5 million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALLDESIGN INC: Committee Taps Jones Day as Counsel
---------------------------------------------------
The Official Committee of Unsecured Creditors of Walldesign, Inc.,
seeks permission from the U.S. Bankruptcy Court for the Central
District of California to employ Jones Day as counsel, nunc pro
tunc to May 15, 2012.

Jones Day will, among other things, assist and advise the
Committee in its consultation with the Debtor and other parties in
interest relative to the administration of the case, and attend
meetings and negotiate with representatives of the Debtor and
other parties in interest at these hourly rates:

      Sidney P. Levinson, Business
      Restructuring & Reorganization Partner         $800

      Joshua M. Mester, Business
      Restructuring & Reorganization Partner         $750

      Jason R. Wolf, Business Restructuring
      & Reorganization Associate                     $625

To the best of the Committee's knowledge, Jones Day does not hold
or represent any interest materially adverse to the Debtor or the
Debtor's estate, and the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than
$43.5 million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALTER ENERGY: Credit Amendment No Impact on Moody's 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service said that Walter Energy, Inc.'s recent
amendment to its credit agreement which increases the threshold
levels for the company's total leverage ratio improves its
liquidity profile, and therefore is a credit positive. However,
the current B1 rating and stable outlook remain unchanged at this
time. Moody's previously cited the company's tightening headroom
under the leverage covenant as a risk for the company. This
amendment increases covenant headroom, better positioning the
company to be able to handle some level of unforeseen production
delays or softness in metallurgical coal pricing over the coming
quarters.

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

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas. In
April 2011, the company acquired British Columbia based Western
Coal Corporation. Walter's revenues were $2.7 billion for LTM
period ended June 30, 2012.


WELLESLEY REALTY: Files for Chapter 11 An Hour Before Auction
-------------------------------------------------------------
Wellesley Realty Associates LLC, a real estate property owner,
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 12-16889) on Aug. 20, 2012.  Judge Henry J. Boroff presides
over the case.  The Company is represented by:

          John M. McAuliffe, Esq.
          MCAULIFFE & ASSOCIATES, P.C.
          430 Lexington Street
          Newton, MA 02466
          Tel: (617) 558-6889
          E-mail: mcauliffeassociates@hotmail.com

Lee V. Gaines, writing for Wicked Local Wellesley, reports the
Company's Chapter 11 filing blocks a foreclosure auction on a
24,000 square foot property.

According to the report, Justin Manning, president of JJManning
Auctioneers, announced that Wellesley Realty Associates had filed
for Chapter 11 bankruptcy just an hour prior to the start of a
foreclosure auction.  The report says the auction was immediately
adjourned and rescheduled for Dec. 17, 2012.

The report notes Richard Gottlieb, Esq., a Boston-based attorney
who specializes in bankruptcy and creditors' rights, said the
auction was likely rescheduled because the mortgagee hopes the
stay will be terminated by December.

According to the report, Mr. Manning told The Wellesley Townsman
in July that the auction was originally scheduled to take place
July 16 but postponed to Aug. 20, after Dean Behrend, the
principal officer of the Company, made a payment on the mortgage.

The property, which is currently assessed by the town at $7.3
million, is the former home of the Wellesley Motor Inn, and
presently includes a Dunkin' Donuts and the soon-to-be opened
Justine's Table restaurant, the report adds.

According to the report, Mr. Behrend said "We refinanced and we
are moving forward with the project as planned. We are negotiating
with our last tenant and the building will be filled."


WESTERN POZZOLAN: Renews Request for Access to Cash Collateral
--------------------------------------------------------------
Western Pozzolan Corp renews its request with the U.S. Bankruptcy
Court for the District of Nevada for authorization to use cash
collateral.

The Debtor said dialogue with Interest Income Partners proved not
to be as fruitful as the Debtor's counsel had aspired for it to
be.  IIP opposed the Debtor's original motion to access cash
collateral.

In the supplement to the prior cash collateral motion, the Debtor
said it will use the cash collateral for legitimate operational
and maintenance costs nunc pro tunc to the petition date.

The Debtor also asks that the Court deny any request for adequate
protection by IIP as IIP is clearly adequately protected.  The
Debtor notes that an appraisal performed in mid 2010 showed the
entire value of the estate being $15,200,000.  Furthermore the
dedicated deposit and dispersal of the operating income of the
estate into the Debtor-in-Possession Account provides the
requisite transparency for IIP to be assured that truly
the cash collateral is being dedicated to operational and
maintenance use.

                    About Western Pozzolan Corp.

Western Pozzolan Corp., in the business of mining and selling
pozzolan ore, filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 12-11040) in Las Vegas, Nevada, on Jan. 30, 2012.

Matthew Q. Callister, Esq., at Callister & Associates, serves as
the Debtor's counsel.

Judge Mike K. Nakagawa is assigned to the case, taking over from
Judge Linda B. Riegle.

The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.  Western Pozzolan operates the Long
Valley Pozzolan Plant in Lassen County, California.

Western Pozzolan first filed for bankruptcy protection (Bankr. D.
Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010.




XTREME IRON: U.S. Trustee Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
The U.S. Trustee for Region 6 asks the Bankruptcy Court for the
appointment of a chapter 11 trustee in the Chapter 11 case of
Xtreme Iron Holdings, LLC, in the alternative, conversion of the
to Chapter 7.

The U.S. Trustee cites three reasons for its request:

     -- The Debtor filed for bankruptcy to invoke the automatic
        stay to prevent then-manager Ron Stover from testifying in
        a deposition.  Subsequently, after signing the Schedules
        of Assets and Liabilities and Statement of Financial
        Affairs and authorizing the bankruptcy filing, Mr. Stover
        refused to appear and testify under oath at the 11 U.S.C.
        Section 341 meeting and resigned;

     -- The Debtor failed to disclose transfers of heavy equipment
        to an affiliate or pre-petition payments to insiders,
        including over $680,000 in "consulting fees" to insider
        -controlled entities; and

     -- The Debtor's management is unclear.  While the Debtor's
        members appointed a new manager after Mr. Stover's
        resignation, Mr. Stover appears to still exert control
        over the Debtor.

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

Beta Capital, LLC, a creditor, asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YOU ON DEMAND: Has $4.2 Million Net Loss in Second Quarter
----------------------------------------------------------
YOU On Demand Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $4.2 million on $2.3 million of
revenue for the three months ended June 30, 2012, compared with a
net loss of $5.8 million on $1.9 million of revenue for the same
period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $9.0 million on $4.3 million of revenue, compared with a net
loss of $8.5 million on $3.6 million of revenue for the same
period in 2011.

The Company's balance sheet at June 30, 2012, showed $26.0 million
in total assets, $14.3 million in total liabilities, $4.5 million
of convertible redeemable preferred stock, and stockholders'
equity of $7.2 million.

"For the six months ended June 30, 2012, we had a net loss of
approximately $7,942,000 [attributable to YOU On Demand
shareholders} and we used cash for operations of approximately
$5,525,000.   We had a working capital deficit at June 30, 2012,
of approximately $3,141,000."

UHY LLP, in Albany, New York, expressed substantial doubt about
YOU On Demand'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
significant losses during 2011 and 2010 and has relied on debt and
equity financings to fund their operations.

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

                       http://is.gd/UF9jQe

New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment, through its Chinese subsidiaries and VIEs,
(1) a business which provides integrated value-added service
solutions for the delivery of PPV, VOD, and enhanced premium
content for cable providers, (2) a cable broadband business based
in the Jinan region of China and (3) a television program guide,
newspaper and magazine publishing business based in the Shandong
region of China.


ZOEY ESTATES: Court Dismisses Chapter 11 Case
---------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas granted the U.S. Trustee's request to
dismiss the Chapter 11 case of Zoey Estates, LLC.  The Court also
directed the Debtor to pay all outstanding U.S. Trustee quarterly
fees within 10 days of the entry of the dismissal order.

In seeking dismissal of the case, the U.S. Trustee cited
"substantial or continuing loss to or diminution of the estate and
the absence of a reasonable likelihood of reorganization."  The
Debtor's cash has dwindled to $100 as of Feb. 29, 2012.
Furthermore, there is no reasonable likelihood of reorganization
given that the Debtor has abandoned its efforts to confirm a plan
of reorganization as evidenced by its (1) transfer of property and
(2) agreeing to dismissal.

Chicago, Illinois-based Zoey Estates, LLC, c/o PRM Realty Group,
LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-33116) on May 5, 2011.  J. Mark Chevallier, Esq., and Troy P.
Majoue, Esq., at McGuire, Craddock & Strother, P.C., serve as
bankruptcy counsel.  The Debtor disclosed $2,400,000 in assets,
and $34,281,581 in debts.


* McKinney Avenue Buildings Sold Out of Receivership
----------------------------------------------------
The Dallas Morning News reports that a complex of six retail and
commercial buildings in Dallas' Knox Street business district has
been sold out of receivership.

The buildings are located on McKinney Avenue, North Central
Expressway and Armstrong Avenue and contain about 37,000 square
feet, according to Dallas Morning News.

Dallas Morning News notes that the properties -- which are 95%
occupied -- were purchased by a group of local investors, Knox
Promenade LLC, said Doug Archer, the court-appointed receiver who
oversaw the sale.

"We put it on the market for $12.5 million and there was a ton of
interest in it. . . . I've done about eight of these receiverships
and this one was a great success story. . . . The property
generated in excess of a dozen credible offers," the report quoted
Mr. Archer, who is chief financial officer of Dallas' P. O'B.
Montgomery & Co., as saying.

The report notes that Mr. Archer was appointed as receiver of the
properties in mid 2011 after the previous owner ran into financial
and debt problems.

Dallas Morning News notes that at the time, the buildings were
less than half leased.

Tenants in the project now include Knox Street Pub, Enterprise
Rental Car, Sushi on McKinney, Roti Grill, Potbelly's, Green Lotus
Spa, The UPS Store, TKO Nutrition, Pie Five, Salons of Dallas and
Modia Home Entertainment, Dallas Morning News says.

Mr. Archer said a group of individual investors bought the
property, Dallas Morning News notes.

Dallas Morning News notes that along POB Montgomery as property
manager, John Bowles Co. and Byrne Co. also worked on leasing and
sale of the buildings.


* Equifax Say Small Biz. Bankruptcies Shrink for 4th Straight Qtr
-----------------------------------------------------------------
Small business bankruptcies continued their decline in the second
quarter of 2012 shrinking by nearly 17% from the previous quarter,
according to Equifax's Small Business Bankruptcy Report.

This is the fourth straight quarterly decline in the number of
total U.S. small business bankruptcies since Q2 2011 and the
lowest for the second quarter since 2007. The number of business
bankruptcies peaked in the second quarter of 2009.

"The shrinking number of small business bankruptcies is not
surprising," said Amy Crews Cutts, Equifax Senior Vice President
and Chief Economist. "Small business owners are still steadfastly
deleveraging, bringing their debts, assets and cash flows into
better alignment; couple that with promising signals in small
business lending, and business owners are better positioned to
stay afloat."

With the exception of the New York-White Plains-Wayne, NY-NJ MSA -
- which saw an 11% spike in small business bankruptcy petitions
relative to 2Q 2011 -- Equifax data shows nearly all of the 15
MSAs topping the list of those with the greatest number of small
business bankruptcies in the second quarter of 2012 remained
largely unchanged since Q2 2011; all were among the top ranking a
year ago. However, all other top ranking MSAs, including several
California markets, experienced declines in excess of 20 percent
over the past year.

                          About the Study

Equifax analyzed Chapter 7, 11 and 13 filings, as part of its
comparative study on small business bankruptcy petitions quarter
over quarter. Equifax classifies a small business as a commercial
entity of fewer than 100 employees.

                           About Equifax

Equifax is a global leader in consumer, commercial and workforce
information solutions, that provides businesses of all sizes and
consumers with insight and information they can trust. Equifax
organizes and assimilates data on more than 500 million consumers
and 81 million businesses worldwide, and uses advanced analytics
and proprietary technology to create and deliver customized
insights that enrich both the performance of businesses and the
lives of consumers.

Headquartered in Atlanta, Equifax -- http://www.equifax.com/--
operates or has investments in 18 countries and is a member of
Standard & Poor's (S&P) 500? Index. Its common stock is traded on
the New York Stock Exchange (NYSE) under the symbol EFX.


* Fitch Says 31 U.S. Issuers Defaulted on Debt
----------------------------------------------
Fitch Ratings has identified 31 U.S. issuers that have previously
defaulted on debt and are at risk for a future default based on
their low speculative-grade ratings in a report.

Fitch used an Issuer Default Rating (IDR) of 'B-' or lower to
screen historical defaulters for potential repeat offenders.

Within Fitch's U.S. High Yield Default Index there are 50 issuers
that have already defaulted twice or more since 2000, with two
issuers defaulting three times.  Distressed debt exchanges (DDEs)
were the most common source of the first defaults, and
bankruptcies were most frequently the cause of subsequent
defaults.

The average time between these 'round trip' defaults was about 34
months, but this average declined to 14 months in the 24 instances
that a DDE was the source of the initial default.

Companies with more than one default within a several-year period
provide useful examples of the primary reasons why initial
attempts at successful reorganization fail.  Key drivers of second
defaults are failure to resolve operating cost issues or
sufficiently reduce debt.  Second defaults are also frequent for
issuers in industries that are in a deep cyclical trough or
chronic decline.  Chapter 22 is the informal name for a second
Chapter 11 bankruptcy filing.

Fitch notes that compared to Chapter 7 liquidation, a second
bankruptcy or another DDE may provide issues with the chance to
preserve greater value for creditors, employees and other
constituencies through the restructuring process.  Debtors and
creditors will pursue the default option that maximizes value
based on their opinion of future cash flow and business prospects.


* Las Vegas Bankruptcy Filing Continues Decline in Second Quarter
-----------------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that, continuing
a trend that began last year, bankruptcy filings declined in Las
Vegas during the second quarter.

According to the report, U.S. Bankruptcy Court records showed the
7,781 cases that originated during the quarter marked a 24.9% drop
from a year ago, as all of the categories went down.  The steepest
fall came in Chapter 13 repayment plans for individuals, down 38%
to 1,371.  At the current pace, the number of Chapter 13s would
run less than half of the 6,008 recorded two years ago.

The report notes Chapter 7 liquidations for individuals and
companies were down 21.5% to 6,250 cases, and Chapter 11
reorganizations for companies or individuals with large debts fell
18% to 159.

Typically, bankruptcy filings have flowed in cycles that follow
the general economy and taper off as a recession recedes.  In
addition, bankruptcy attorneys said the lull in foreclosures that
began when the state instituted new documentation laws for lenders
has reduced the need for people to seek bankruptcy to try to save
their homes, the report says.


* Moody's Says Medicaid Expansion Won't Affect States' Ratings
--------------------------------------------------------------
Near-term decisions by individual states on whether to participate
in the expansion of Medicaid called for by federal healthcare
reform are not expected to cause changes in their credit ratings,
says a new report from Moody's Investors Service.

In its June decision upholding the Affordable Care Act, the
Supreme Court overturned the reform law's Medicaid expansion
mandate and gave states the freedom to opt out of it entirely.

"Medicaid is and will remain a major source of fiscal pressure on
states," said Moody's Senior Vice President Kenneth Kurtz, author
of the report, "State Ratings not Likely Affected by Decisions on
Joining Medicaid Expansion," which identifies likely federal
deficit reduction efforts as potentially the largest risk to
states stemming from Medicaid.

"States that opt into the expansion of Medicaid under the new law
will have greater exposure to the potential risks that will come
with efforts to trim federal spending," said Mr. Kurtz. "The
extent of any effects on ratings will depend on how states respond
to underlying cost drivers, including any new federal actions."

That includes changes in federal spending in other areas,
including, for example, the avoidance of significant changes in
military spending, which could prompt cuts in other expensive
programs, including Medicaid, the joint federal-state program
which provides healthcare coverage to the poor.

"Still, even with the moderate risk of future funding trims as
part of wider cuts, our state ratings currently reflect the
ongoing impact of Medicaid on state finances," said Mr. Kurtz.

However, he cautioned, a change in Moody's view of that level of
risk could affect individual state ratings.

"Rising healthcare costs and an aging population will continue to
increase Medicaid's costs and challenge states' finances,
regardless of how federal healthcare reform is ultimately
implemented," said Kurtz, who noted that, overall, state
governments have been successful at controlling Medicaid costs,
one of their largest and most difficult-to-control expenses.

"From 1997 to 2010, federal data show that the per-enrollee cost
of Medicaid increased at an average annual rate of 3.1%," said
Kurtz. "Over the same period, total US healthcare expenditures per
capita increased at an average annual rate of 5.5%."

Moody's subscribers can access the report at http://is.gd/DngVwh


* Midwest Drought Likely to Drag U.S. P&C Insurers' Earnings
------------------------------------------------------------
US property & casualty (P&C) insurers reported significantly
higher net income in the second quarter of 2012 relative to
second-quarter 2011, driven by lower catastrophe losses and
increased growth in earned premiums, says Moody's Investors
Service in its new special comment "U.S. P&C Insurers' Q2 2012
Earnings Improve; Pricing Momentum Continues."

However, operating income for the sector - excluding the positive
impact of lower cat losses and favorable reserve development -
declined by approximately 11% over the second quarter of 2011 for
Moody's-rated insurers. Rate increases have now broadened to the
extent that many companies are reporting rising rates across all
business lines with an upward trend from the first quarter of
2012, says Moody's. As a result, Moody's expects improvement in
margins in the second half of 2012 as higher rates are recognized
in earnings.

"Investment income remains stable and reserve releases, while
higher this quarter, are expected to continue their moderating
trend through the second half of the year, prompting companies to
turn up the dial on rate increases to meet their return targets,"
says Brandan Holmes, a Moody's Assistant Vice President.

Severe weather and wildfires in the US led to second-quarter
catastrophe losses above the 10-year average although losses were
still significantly lower than those seen in the second quarter of
2011, says Moody's, and diversification allowed many large
underwriters to absorb losses.

In addition, the ongoing severe drought in the Midwest is likely
to drag on earnings in the third and fourth quarters of 2012 for
companies writing crop insurance, says the rating agency.

P&C insurers' equity capital remains solid and increased on
average 4%, driven by profits and unrealized capital gains,
although trailing net written premium growth of 6%. Companies
continue to pursue active share buyback programs, however, to the
extent insurance markets and economic conditions continue to
improve, companies are expected to retain a greater proportion of
capital in order to support growth, says Moody's.


* Another Split Decision on Sec. 523(a)(19) Dischargeability
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two federal circuit courts of appeal have now ruled
in split decisions that a bankrupt must have been saddled with a
judgment for personally violating securities laws before the debt
is non-dischargeable under Section 523(a)(19) of the U.S.
Bankruptcy Code.

According to the report, the U.S. Court of Appeals in Denver
joined an appeals court from San Francisco, which reached the same
result in Sep. 2010.  The case decided on Aug. 20 by the Denver
court involved individuals successfully sued in state court for
unjust enrichment by receiving payments from a Ponzi scheme where
the perpetrator was convicted and went to jail.

The report relates that faced with the judgments, the individuals
filed for bankruptcy, and the Oklahoma Department of Securities
sued seeking a declaration that the debts weren't dischargeable
under Section 523(a)(19) as judgments for violation of state
securities law.

The report notes that on summary judgment, the bankruptcy court
declared the debts nondischargeable, and the district court
affirmed.  On appeal, the 10th Circuit in Denver reversed in a 2-1
decision where the 10-page majority opinion was written by Circuit
Judge Terrence L. O'Brien.  Judge O'Brien framed the question as
whether the judgment was "for violation" of securities laws.  He
said it wasn't because "they never have been charged with such
violation."

For the majority, he said the "plain language of the statute"
makes the judgment dischargeable, because it was for unjust
enrichment from someone else's violation of securities law.

According to the report, Chief Circuit Judge Mary B. Briscoe
dissented in a six-page opinion.  She said that nothing in the
plain language of the statue requires that the bankrupt must have
committed the securities law violation.  She pointed to other
subsections in Section 523 where debts are non dischargeable only
for actions "by the debtor."  Judge Briscoe also interpreted the
state court judgments as finding that the bankrupts violated state
securities laws.

The case is Oklahoma Department of Securities v. Wilcox, 10-6056,
U.S. Court of Appeals for the 10th Circuit (Denver).


* Bankruptcy-Specific Exemptions Are Constitutional
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the U.S. Court of Appeals in Cincinnati ruled Aug. 21 in
reversing the Bankruptcy Appellate Panel that a state doesn't
violate either the supremacy clause or the bankruptcy clause of
the U.S. Constitution by adopting a statute giving larger
exemptions to someone in bankruptcy.  The case is Richardson v.
Schafer (In re Schafter), 11-1340, 6th U.S. Circuit Court of
Appeals (Cincinnati).  The case before the Appellate Panel was
Richardson v. Schafer (In re Schafer), 10 8030, Bankruptcy
Appellate Panel for the 6th Circuit (Cincinnati).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Juan Williams
   Bankr. C.D. Calif. Case No. 12-28851
      Chapter 11 Petition filed August 14, 2012

In re Maria Rodriguez
   Bankr. C.D. Calif. Case No. 12-37780
      Chapter 11 Petition filed August 14, 2012

In re Scott Talle
   Bankr. S.D. Calif. Case No. 12-11243
      Chapter 11 Petition filed August 14, 2012

In re C N Guerriere MD PA
   Bankr. M.D. Fla. Case No. 12-12447
     Chapter 11 Petition filed August 14, 2012
         See http://bankrupt.com/misc/flmb12-12447.pdf
         represented by: Ronald R. Bidwell, Esq.
                         LAW OFFICE OF RONALD R. BIDWELL, P.A.
                         E-mail: rbidwell1@tampabay.rr.com

In re Rodney Free
   Bankr. N.D. Ga. Case No. 12-70425
      Chapter 11 Petition filed August 14, 2012

In re 4320 W. Montrose LLC
   Bankr. N.D. Ill. Case No. 12-32168
     Chapter 11 Petition filed August 14, 2012
         See http://bankrupt.com/misc/ilnb12-32168.pdf
         represented by: Bruce E. de'Medici, Esq.
                         E-mail: bdemedici@gmail.com

In re Klarco, Inc.
   Bankr. E.D. Mo. Case No. 12-47829
     Chapter 11 Petition filed August 14, 2012
         See http://bankrupt.com/misc/moeb12-47829.pdf
         represented by: Joel A. Kunin, Esq.
                         THE KUNIN LAW OFFICES
                         E-mail: jkunin@kuninlaw.com

In re 162 Rest. Corp.
        dba Cornerstone Diner
            Corner Stone Diner
   Bankr. E.D.N.Y. Case No. 12-45903
     Chapter 11 Petition filed August 14, 2012
         See http://bankrupt.com/misc/nyeb12-45903.pdf
         represented by: Eric S. Medina, Esq.
                         MEDINA LAW FIRM LLC
                         E-mail: emedina@medinafirm.com

In re Thomas Drauschak
   Bankr. E.D. Pa. Case No. 12-17697
      Chapter 11 Petition filed August 14, 2012

In re Ralph Townsend
   Bankr. E.D. Tex. Case No. 12-42211
      Chapter 11 Petition filed August 14, 2012

In re Terrance Hennig
   Bankr. W.D. Wash. Case No. 12-18399
      Chapter 11 Petition filed August 14, 2012

In re Edwards Properties, LLC
   Bankr. W.D. Wis. Case No. 12-14606
     Chapter 11 Petition filed August 14, 2012
         See http://bankrupt.com/misc/wiwb12-14606.pdf
         represented by: Mart W. Swenson, Esq.
                         LAMAN & SWENSON LAW OFFICES
                         E-mail: marts@lamanswensonlaw.com

In re 6572 Almeria Street Trust
        aka Ego Unaka
   Bankr. C.D. Calif. Case No. 12-29008
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/cacb12-29008.pdf
         represented by: Cecilia I. Onunkwo, Esq.
                         Law Offices Of Cecilia I Onunkwo

In re Laura Gens
   Bankr. N.D. Calif. Case No. 12-56055
      Chapter 11 Petition filed August 15, 2012

In re Craig Albracht
   Bankr. N.D. Ga. Case No. 12-12360
      Chapter 11 Petition filed August 15, 2012

In re Andrey Romanovich
   Bankr. N.D. Ill. Case No. 12-32397
      Chapter 11 Petition filed August 15, 2012

In re Timothy Zumbrunn
   Bankr. D. Kans. Case No. 12-12238
      Chapter 11 Petition filed August 15, 2012

In re Christicor Inc.
   Bankr. D. Md. Case No. 12-25004
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/mdb12-25004.pdf
         represented by: Tate Russack, Esq.
                         Russack Associates, LLC
                         E-mail: tate@russacklaw.com

In re Terry Buis, Inc.
        dba Sun Valley Automotive
   Bankr. D. Nev. Case No. 12-19430
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/nvb12-19430.pdf
         represented by: Timothy P. Thomas, Esq.
                         Law Offices of Timothy P. Thomas, LLC
                         E-mail: tthomas@tthomaslaw.com

In re Loretta Ltd
        aka Paula Lamotthe
   Bankr. S.D.N.Y. Case No. 12-13486
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/nysb12-13486.pdf
         Filed pro se

In re Total, Inc.
        dba Gault's Used Cars and Auto Parts
          dba Gault's Used Cars & Motormaxx
            dba Gault's Used Cars
              dba Gault's Auto Parts
   Bankr. D.S.C. Case No. 12-05055
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/scb12-05055.pdf
         represented by: Robert H. Cooper, Esq.
                         The Cooper Law Firm
                         E-mail: bknotice@thecooperlawfirm.com

In re 2811 Bammel LLC
   Bankr. S.D. Tex. Case No. 12-36148
     Chapter 11 Petition filed August 15, 2012
         See http://bankrupt.com/misc/txsb12-36148.pdf
         represented by: Timothy Webb, Esq.
                         Webb Associates
                         E-mail: timwebblaw@aol.com

In re Igor Filipskiy
   Bankr. C.D. Calif. Case No. 12-38183
      Chapter 11 Petition filed August 17, 2012

In re Jesus Machuca
   Bankr. C.D. Calif. Case No. 12-38241
      Chapter 11 Petition filed August 17, 2012

In re Kenneth Anyadike
   Bankr. C.D. Calif. Case No. 12-38232
      Chapter 11 Petition filed August 17, 2012

In re Lenore Pride
   Bankr. C.D. Calif. Case No. 12-38188
      Chapter 11 Petition filed August 17, 2012

In re Chris Duehring
   Bankr. N.D. Calif. Case No. 12-32414
      Chapter 11 Petition filed August 17, 2012

In re Bravo One, LLC

   Bankr. D. Colo. Case No. 12-27259
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/cob12-27259.pdf
         represented by: Phillip Jones, Esq.
                         Williams, Turner & Holmes, P.C.
                         E-mail: pjones@wth-law.com

In re Hightower Geotechnical Services, Inc.
   Bankr. M.D. Fla. Case No. 12-05435
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/flmb12-05435.pdf
         represented by: Brett A. Mearkle, Esq.
                         Law Office of Brett A. Mearkle
                         E-mail: bmearkle@mearklelaw.com

In re Street Capital, LLC
        dba Echelon
          fdba Echelon Ultra Lounge and Restaurant
   Bankr. S.D. Ind. Case No. 12-09928
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/insb12-09928.pdf
         represented by: Tom Scott, Esq.
                         Tom Scott & Associates
                         E-mail: bk@tomscottlaw.com

In re JNT, Inc.
   Bankr. D. Nev. Case No. 12-51937
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/nvb12-51937.pdf
         represented by: Stephen C. Moss, Esq.
                         Law Offices of Michael B. Springer
                         E-mail: smoss@springerlawnevada.com

In re Mark Vernon
   Bankr. D. Nev. Case No. 12-19554
      Chapter 11 Petition filed August 17, 2012

In re Yolanda Ezell
   Bankr. D. Nev. Case No. 12-19582
      Chapter 11 Petition filed August 17, 2012

In re Coach Corp
   Bankr. D.N.J. Case No. 12-30427
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/njb12-30427.pdf
         represented by: Jules L. Rossi, Esq.
                         Law Office of Jules L. Rossi
                         E-mail: jlrbk423@aol.com

In re Robert Mack
   Bankr. D.N.J. Case No. 12-30414
      Chapter 11 Petition filed August 17, 2012

In re Mi Candela, Inc.
        dba Mi Candela Restaurant & Lounge
          fka Caliente Cafe Restaurant & Bar, Inc.

   Bankr. E.D.N.Y. Case No. 12-46003
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/nyeb12-46003p.pdf
         See http://bankrupt.com/misc/nyeb12-46003c.pdf
         represented by: Gabriel Del Virginia, Esq.
                         Law Offices of Gabriel Del Virginia
                         E-mail:gabriel.delvirginia@verizon.net

In re Kevin Bunn
   Bankr. E.D.N.C. Case No. 12-06008
      Chapter 11 Petition filed August 17, 2012

In re Paul Joe
   Bankr. D. Ore. Case No. 12-36345
      Chapter 11 Petition filed August 17, 2012

In re Otto Oppenheimer Ducos
   Bankr. D.P.R. Case No. 12-06522
      Chapter 11 Petition filed August 17, 2012

In re Evidence Based Research, Inc.
        dba EBR, Inc.
   Bankr. E.D. Va. Case No. 12-15038
     Chapter 11 Petition filed August 17, 2012
         See http://bankrupt.com/misc/vaeb12-15038p.pdf
         See http://bankrupt.com/misc/vaeb12-15038c.pdf
         represented by: Steven H. Greenfeld, Esq.
                         Cohen Baldinger & Greenfeld, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Keith Pelzel
   Bankr. W.D. Wash. Case No. 12-45725
      Chapter 11 Petition filed August 17, 2012



                            *********

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 ***