TCR_Public/120903.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, September 3, 2012, Vol. 16, No. 245


                            Headlines

17315 COLLINS: Has Fifth Interim Order to Use Cash Collateral
ADAMS PRODUCE: Has Nod to Hire David Farmer as Auctioneer
AFA FOODS: Last Plant Brings $300,000 Extra at Auction
ALABAMA AIRCRAFT: Trustee Says Suit Over $1B Boeing Deal Is Legit
ALLIED SYSTEMS: Can Employ Gowling LaFleur as Canadian Counsel

ALLIED SYSTEMS: Committee Can Employ Sidley Austin as Counsel
ALLIED SYSTEMS: Committee to Hire Stikeman as Canadian Counsel
ALLIED SYSTEMS: Committee Can Employ Sullivan as Co-Counsel
AMERICAN AIRLINES: In Talks With Investors for Exit Financing
AMERICAN AIRLINES: Pilots Appeal Without Order

AMERICAN AIRLINES: Travelport, et al., Must Face Antitrust Suit
AMERICAN AIRLINES: US Airways Denies Signing Non-Disclosure Pact
AMERICAN AIRLINES: JetBlue Not Interested In Merger With American
AMERICAN AXLE: Names David Dauch as CEO & President
AMERICAN REALTY: Returns to Chapter 11, This Time in Atlanta

AMPAL-AMERICAN: Israel-Based Firm Using U.S. to Avoid Liquidation
ATP OIL: Failed to Disclose $70 Million in Bond Demands
BERNARD L. MADOFF: Trustee, Lawyers to Receive $59.3MM in Fees
BERNARD L. MADOFF: Merrill Lynch Settles Charity's $33MM Suit
BLACK DIAMOND: Creditors Deserves Jury Trial, Judge Says

BLOUNT INC: Moody's Affirms 'Ba3' CFR; Outlook Negative
BROADCAST INTERNATIONAL: Files Third Amendment to Form S-1
CENTRAL FEDERAL: Edward Cochran Discloses 6.7% Equity Stake
CENTRAL FEDERAL: Thad Perry Discloses 4.3% Equity Stake
CONTEC HOLDINGS: Wins Interim Court Approval of Bankruptcy Loan

DELUXE ENTERTAINMENT: Moody's Cuts CFR/PDR to 'B2'; Outlook Neg.
DEWEY & LEBOEUF: Asks Judge OK on $70-Mil. Clawback Deal
DIVERSIFIED GLOBAL: Moody's Lifts Rating on Class C Notes to Ba2
EASTMAN KODAK: Seeks Court OK on Schoeller Deal
EMMIS COMMUNICATIONS: Board OKs $2.8 Million Transaction Bonuses

ENERGY CONVERSION: Suspending Filing of Reports with SEC
GOLDEN STATE: S&P Cuts Rating on $127MM Secured Term Notes to 'B'
GOODMAN GLOBAL: S&P Puts 'B+' CCR on Watch Pending Daikin Buyout
HAWKER BEECHCRAFT: To File Plan With Superior in Days
HAYDEL PROPERTIES: Bancorpsouth Asks Court to Dismiss Case

HOMELAND SECURITY: Announces Restructuring, Split, & Name Change
INFERNO DISTRIBUTION: "Just Friends" Dispute Blamed for Chapter 11
INTERLEUKIN GENETICS: K. Kornman Replaces L. Bender as CEO
ISOLA US: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
J.B. POINDEXTER: S&P Raises Corporate Credit Rating to 'B+'

JEFFERSON COUNTY, AL: Courthouse Lease Raises Questions
JHK INVESTMENTS: Files for Chapter 11 to Stop Lenders
KNIGHT CAPITAL: TD Ameritrade Chief, Two Others Join Board
KNIGHT CAPITAL: TD Ameritrade Owns 7.1% of Class A Shares
LEHMAN BROTHERS: Court Approves Claims Discovery Process

LEHMAN BROTHERS: OMX Timber Claims Officially Cut by $400-Mil.
LEHMAN BROTHERS: Deutsche to Pay $41.9MM for Derivates Deal
LEHMAN BROTHERS: Court Approves Protocol for Navigator Sale
LEHMAN BROTHERS: Court Won't Certify Class for RSU & CSA Claimants
LNR PROPERTY: S&P Affirms 'BB-' Issuer Credit Rating

LOUISIANA-PACIFIC CORP: S&P Affirms 'BB' CCR; Outlook Stable
MEDFORD VILLAGE: Lennar Wants Judge to Allow Foreclosure Action
MEDIMPACT HOLDINGS: Moody's Raises CFR to Caa1'; Outlook Stable
MF GLOBAL: Trustees in Tug of War on Who Can Sue Creditors
MF GLOBAL: Corzine Says Trustee's Deal Harms His Defense

MUSCLEPHARM CORP: Amends 305 Million Common Shares Offering
NAKNEK ELECTRIC: First Amended Disclosure Statement Denied
NECH LLC: Files for Chapter 11 With $290 Million Debt to BofA
NOVELIS INC: Moody's Lowers CFR/PDR to 'B1'; Outlook Stable
NUSTAR LOGISTICS: Moody's Issues Summary Credit Opinion

OCEAN DRIVE: Case Summary & 5 Largest Unsecured Creditors
OTOLOGICS LLC: Files Schedules of Assets and Liabilities
PACIFIC THOMAS: Files Schedules of Assets and Liabilities
PATRIOT COAL: Committee Taps Schotz Meisel, Debtor Adds Attorneys
PATRIOT COAL: Was Set Up to Fail, Union Leader Says

PEMCO WORLD: Sun Capital Completes Acquisition
PEREGRINE FINANCIAL: Judge Wants Proposed Pay Hike Explained
PEREGRINE FIN'L: Scandal Leads Regulator to Order External Review
RAVENWOOD HEALTHCARE: Files Amended Schedules of Assets & Debts
RESIDENTIAL CAPITAL: Asks for 60-Day Plan Exclusivity Extension

RESIDENTIAL CAPITAL: Loses Bid to Pay Up to $7MM to Key Insiders
RESIDENTIAL CAPITAL: Chapter 11 Examiner Supplements Work Plan
RESIDENTIAL CAPITAL: Removal Period Extended to Dec. 10
RESIDENTIAL CAPITAL: Clarifies Terms of RMBS Trust Settlement
RAVENWOOD HEALTHCARE: Files Amended Schedules of Assets & Debts

RIVER-BLUFF ENTEPRISES: Files Schedules of Assets and Debt
SAN BERNARDINO, CA: Budget Cuts, Firings Still Leave Deficit
SARRIS FINANCIAL: Bankruptcy No Sanctuary for Owner, SEC Says
SEARS HOLDINGS: Board Approves Offer to Separate Sears Hometown
SHEEHAN MEMORIAL: UNYTS Plans to Acquires Assets

SOLYNDRA LLC: Seeks More Time to Negotiate With Creditors on Plan
SOLYNDRA LLC: US Trustee Says Ch. 11 Plan Lacks Info
SOUTHFIELD OFFICE: Case Summary & 20 Largest Unsecured Creditors
STEREOTAXIS INC: Amends Prospectus for 2-Mil. Shares Offering
STONER AND COMPANY: Shannon Is Consultant and Expert Witness

SYMS CORP: Court Confirms Joint Chapter 11 Plan
TELETOUCH COMMUNICATIONS: Posts $4.2MM Net Income in Fiscal 2012
THINKFILM LLC: $50-Mil Malpractice Suit Time-Barred, Ex-Atty Says
TRADER CORP: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
TRANSACTA PRIVE: The Orion Developer Files for Chapter 11

TRAVELPORT HOLDINGS: Extends Maturity Date of Loans for 1 Year
TRILLIUM CIRCLE: Files Schedules of Assets and Liabilities
UNITED RENTALS: S&P Ups CCR to 'B+' on Improved Credit Measures
UNIVERSITY GENERAL: 2 Living Facilities Refinanced for 18 Months
VENTANA 20/20: Files Schedules of Assets and Liabilities

WESTERN MOHEGAN: Tribe Tries Bankruptcy a Second Time
WESTERN REFINING: S&P Raises CCR to 'B+' on Debt Pay-Down
WINDSOR PETROLEUM: S&P Cuts Rating on $239MM Term Loan to 'CCC+'
ZALE CORP: Incurs $19.7 Million Net Loss in Fiscal Q4 2012

* Moody's Says US Manufacturing Sector Revenue Growth Slows

* Collection Letter on Student Loan Ruled Deceptive

* BOND PRICING -- For Week From Aug. 27 to 31, 2012

                            *********

17315 COLLINS: Has Fifth Interim Order to Use Cash Collateral
-------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida authorized 17315 Collins Avenue LLC, on a
fifth interim basis, to use the cash collateral of 17315 CAM to
pay for operating expenses and administration costs, in accordance
with the budget.

The Debtor granted in favor of 17315 CAM and as security a first
priority postpetition security interest and lien in all of the
Debtor's assets, to the same priority, validity and extent that
17315 CAM held a properly perfected prepetition security interest
in the assets.

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

   http://bankrupt.com/misc/17315COLLINS_cashcollbudget.pdf

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


ADAMS PRODUCE: Has Nod to Hire David Farmer as Auctioneer
---------------------------------------------------------
Adams Produce Company, LLC, et al., sought and obtained permission
from the U.S. Bankruptcy Court for the Northern District of
Alabama to employ David Farmer of Heritage Realty & Auction Co.,
Inc., to serve as auctioneer/broker.

The Debtors said they lacked readily available funds to pay for
their operations, including payroll, and the Debtors ceased
operations on the Petition Date.

The Debtors' vehicles to be sold are:

     (a) 2003 Mitsubishi, VIN JW6BHE1S13L001305;
     (b) 2002 Mitsubishi, VIN JW6BHE1S32L000428;
     (c) 2002 Isuzu, VIN JALC4B14427005662;
     (d) 2002 International 4300, VIN 1HTMMAAM82H520273;
     (e) 2002 International 4300, VIN 1HTMMAAM42H520271;
     (f) 2004 GMC SA3, VIN 1GTHG35U241189374; and
     (g) 2002 Chevrolet EX1, VIN 1GCEG15M121178368.

PNC Bank, National Association, has a lien on the Vehicles by
virtue of the security interest granted by the Debtors to PNC on
most of the Debtors' personal property in connection with the
Debtors' prepetition financing arrangement with PNC.  However,
PNC's lien on the Vehicles is not notated on the Vehicles'
Certificate of Title and is thus unperfected.

Because the Debtors ceased operations on the Petition Date, the
Debtors no longer have any need for the Vehicles and have
determined that it is in the best interests of their bankruptcy
estates and their creditors to sell the Vehicles.

The compensation for Mr. Farmer and Heritage is 10% of the gross
proceeds from the sale of the Vehicles, plus expenses, which
include transportation expenses (estimated to be $3,000), a pro-
rata share of marketing expenses (estimated to total $3,136), and
general maintenance expenses.

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

                        About Adams Produce

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

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

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

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

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

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

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


AFA FOODS: Last Plant Brings $300,000 Extra at Auction
------------------------------------------------------
A bankruptcy judge has cleared a partnership formed by Harry Davis
& Co., Counsel RB Capital LLC and Biditup Auctions Worldwide Inc.
to buy AFA Foods Inc.'s New York assets for $2.5 million.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Aug. 28 auction for the New York facility
resulted to a $300,000 increase in the purchase price.  Before the
auction, a group of four buyers were anointed as the stalking
horse with a $2.21 million offer.  They were outbid at auction by
the BiditUp Auctions Worldwide group, with an offer of
$2.5 million.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Yucaipa Cos. acquired the business in 2008.  At the time of the
filing, it owned 92% of the common stock and all of the preferred
stock.

Judge Mary Walrath presides over the bankruptcy case.  Lawyers at
Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the
Debtors' counsel.  FTI Consulting Inc. serves as financial
advisors and Imperial Capital LLC serves as marketing consultants.
Kurtzman Carson Consultants LLC serves as noticing and claims
agent.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

The Chapter 11 case is being financed with a loan of about $60
million provided by existing lenders General Electric Capital
Corp. and Bank of America Corp.  Prepetition liabilities included
$11.5 million on a term loan and $47.9 million on a revolving
credit owed to first-lien lenders GECC and Bank of America.

Sales of the assets generated enough to cover the first lien, AFA
said.  An affiliate of Yucaipa Cos. has a $75.6 million second
lien.  There was $60 million owing to trade suppliers, according
to court filing.


ALABAMA AIRCRAFT: Trustee Says Suit Over $1B Boeing Deal Is Legit
-----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Alabama Aircraft
Industries Inc.'s trustee told an Alabama federal court on Monday
that its allegations that Boeing Co. fraudulently cut AAI out of a
planned joint bid for a $1.1 billion U.S. Air Force contract were
specific enough to go forward.

Bankruptcy Law360 says AAI's bankruptcy trustee argued against
Boeing's motion to dismiss AAI's latest complaint, saying it had
alleged enough particular facts to sustain its fraud claims and
also pointing out that Alabama law allows different types of
claims to be supported by the same alleged conduct.

                      About Alabama Aircraft

Birmingham, Alabama-based Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provided aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, as well as its corporate
office, is located at the Birmingham International Airport.

Alabama Aircraft filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.  Two
subsidiaries also filed: Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations.  The Company owed $68.5 million the Pension
Benefit Guaranty Corp. prepetition.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, served as counsel to
the Debtors.  Alabama Aircraft estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

The Debtor won Court authority at the end of August 2011 to sell
its assets to a unit of Kaiser Group Holdings Inc. for $500,000
and up to $30 million in recoveries from potential litigation.

The Chapter 11 case was later converted to liquidation under
Chapter 7.


ALLIED SYSTEMS: Can Employ Gowling LaFleur as Canadian Counsel
--------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized Allied Systems Holdings
Inc. to employ Gowling Lafleur Henderson LLP as special Canadian
counsel.

Gowlings will apply $88,822.35 in fees that the U.S. Trustee
objected as credit for services rendered and reimbursement for
expenses incurred after June 10, 2012.

As reported in the Troubled Company Reporter on Aug. 1, 2012,
Lance Duroni at Bankruptcy Law360 reports that the U.S. Trustee
balked at Allied's bid to retain a Canadian law firm, alleging the
company made preferential payments to the firm that create a
conflict of interest.  A Canadian Allied subsidiary paid more than
$180,000 to Gowling in the 90 days before the company's Chapter 11
filing, nearly half of which is avoidable as a preference payment,
according to the objection.

                         About Allied Systems

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Committee Can Employ Sidley Austin as Counsel
-------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized the Creditors' Committee
of Allied Systems Holdings Inc. to retain Sidley Austin LLP as its
counsel.

The Committee will be represented by:

         Michael G. Burke, Esq.
         Brian J. Lohan, Esq.
         SIDLEY AUSTIN LLP
         787 Seventh Avenue
         New York, NY 10019
         Tel: (212) 839-5300
         Fax: (212) 839-5599
         Email: mgburke@sidley.com
                blohan@sidley.com

              - and -

         Matthew A. Clemente, Esq.
         SIDLEY AUSTIN LLP
         One South Dearborn Street
         Chicago, IL 60603
         Tel: (312) 853-7000
         Fax: (312) 853-7036
         Email: mclemente@sidley.com

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Committee to Hire Stikeman as Canadian Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Systems
Holdings, Inc., and their subsidiaries, ask the Bankruptcy Court
for entry of an order authorizing the retention of Stikeman
Elliott LLP as Canadian counsel nunc pro tunc to July 5, 2012.

Stikeman will provide legal services to the Committee in
connection with certain issues of Canadian law, including advising
the Committee as to its rights and duties with respect to the
CCAA.  Stikeman may render these professional services:

     A. Advise the Committee with respect to Canadian issues
        impacting its rights, powers and duties in these Chapter
        11 Cases and in any associated Canadian proceedings;

     B. Assist in preparing, on behalf of the Committee, all
        necessary and appropriate applications, motions, proposed
        orders, other pleadings, notices, and other documents, and
        review all financial and other reports filed or to be
        filed in the Canadian Proceedings;

     C. Advise the Committee concerning, and preparing responses
        to, applications, motions, other pleadings, notices and
        other papers that may be filed by other parties in the
        Canadian Proceedings;

     D. Review the nature and validity of any liens asserted
        against property of the Debtors? estates and advise the
        Committee concerning the enforceability of such liens
        under Canadian law;

     E. Advise the Committee in connection with the formulation,
        negotiation and promulgation of chapter 11 plans, sale
        transactions, and related transactional documents;

     F. Assist and advise the Committee and take all necessary or
        appropriate actions at the Committee?s direction with
        respect to Canadian issues that relate to reviewing,
        estimating, resolving, and litigating claims asserted
        against the Debtors? estates in Canada, and the
        negotiation of Canadian legal disputes involving the
        Committee;

     G. Commence and conduct litigation necessary and appropriate
        to assert rights held by the Committee in Canada; and

     H. Provide such other legal services as the Committee may
        require in connection with these Chapter 11 Cases and in
        the Canadian Proceedings.

Stikeman will charge for its legal services on an hourly basis in
accordance with its standard hourly rates in effect as of July 5,
2012, subject to periodic adjustments.  Stikeman?s standard hourly
rates for its professional services for persons ordinarily
involved in these matters range from:

          Partners                   C$600-C$1,000
          Associates                   C$400-C$600
          Paraprofessionals            C$200-$C300

The Committee also has agreed to reimburse Stikeman for all
reasonable out-of-pocket expenses incurred by Stikeman during the
engagement.

To the best of the Committee's knowledge, Stikeman does not hold
or represent any interest adverse to the Debtor's estate.

                         About Allied Systems

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

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

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

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

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

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

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

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


ALLIED SYSTEMS: Committee Can Employ Sullivan as Co-Counsel
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has authorized the Creditors' Committee
of Allied Systems Holdings Inc. to retain Sullivan Hazeltine
Allinson LLP as its co-counsel, nunc pro tunc to June 19, 2012.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: In Talks With Investors for Exit Financing
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. is talking with a group of 10 investors
about providing "equity and other financings" to assist the parent
of American Airlines Inc. in formulating a Chapter 11 plan and
emerging from bankruptcy reorganization.  AMR filed papers this
week in bankruptcy court for permission to pay the group's
professional expenses while they investigate the possibility of
investment.

According to the report, the group could form the basis of a
reorganization plan to fend off a merger sought by US Airways
Group Inc.  If approved by the Manhattan bankruptcy judge at a
Sept. 20 hearing, AMR would pay the standard hourly fees for
Milbank Tweed Hadley & McCloy LLP, the group's lawyers.  The
airline would give Houlihan Lokey, the financial adviser, a
$150,000 monthly fee and a success fee if the work ends up with a
transaction.

The Bloomberg report disclosed that potential investors in the
group include J.P. Morgan Securities, Claren Road Asset Management
LLC and King Street Capital Management LP.  AMR said the investors
are already "substantial creditors."

                    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: Pilots Appeal Without Order
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the union for the pilots at American Airlines Inc.
filed an appeal on Aug. 29 even though there is as yet no order
from which to appeal.

According to the report, on Aug. 15, U.S. Bankruptcy Judge Sean H.
Lane wrote a 106-page opinion explaining why he would approve
modifications in the existing pilots' union contract once the
airline subsidiary of AMR Corp. made two specified changes.
Opinions aren't appealable in federal courts, however.  In his
opinion, Judge Lane told the company to submit an order, after
giving notice to the union.  No order has yet been submitted or
signed.  Instead, AMR made changes in the proposed contract and
arranged a hearing on Sept. 4 where the company will ask the judge
for approval.

The report relates that in its appeal filed Aug. 29, the union
acknowledged there is yet no order from which to appeal.  The
union said its appeal should be deemed to be effective immediately
after an order is signed.  Even if there were an order from which
to appeal, the order might not be a so-called final order, so
there might be no right of appeal as yet in any event.

                    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: Travelport, et al., Must Face Antitrust Suit
---------------------------------------------------------------
U.S. District Judge Terry Means denied a request by travel
companies to dismiss an antitrust suit filed by American Airlines
Inc., according to an August 28 report by Reuters.

The federal judge's decision was made public on Tuesday following
a request by the parties to unseal the order.

American Airlines accused Orbitz Worldwide Inc., Sabre Holdings
Corp. and Travelport Ltd. of monopolizing how fares and flights
are distributed to travel agents.

Judge Means had previously dismissed some claims by American
Airlines but he allowed the company to submit a second amended
complaint.  In his most recent ruling, the federal judge found
that the company had adequately alleged that the defendants
engaged in a conspiracy to preserve their market power, Reuters
reported.

Orbitz and Sabre said they would continue to "vigorously defend
ourselves" against the lawsuit.

The case is American Airlines Inc. v. Travelport Ltd et al, U.S.
District Court, Northern District of Texas, No 11-0244.

                      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: US Airways Denies Signing Non-Disclosure Pact
----------------------------------------------------------------
US Airways said it has not agreed to sign a non-disclosure
agreement with American Airlines Inc.'s parent, USA Today
reported.

The statement comes after two news agencies cited a memo from the
U.S. Airline Pilots Association that said US Airways' management
had agreed to sign the non-disclosure agreement with AMR Corp.

US Airways said USAPA's statement that the airline's board of
directors has approved signing the agreement is "incorrect," USA
Today reported.

"We received an NDA and are reviewing it," US Airways said in a
statement responding to the report.

                      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: JetBlue Not Interested In Merger With American
-----------------------------------------------------------------
JetBlue Airways Corp. has "no interest" in a merger with AMR
Corp.'s bankrupt American Airlines and hasn't received a document
that would allow an exchange of confidential information between
the carriers, Mary Schlangenstein of Bloomberg News reported on
Aug. 21.

JetBlue's chief executive officer, Dave Barger, in an interview
with Bloomberg, clarified that the airline has not talked with
American regarding a merger despite being identified by AMR as
likely to get a non-disclosure agreement from the company.

"We have not received a non-disclosure agreement," Mr. Barger
told Bloomberg.  "We're not interested in receiving a non-
disclosure agreement from American Airlines."

"We're just not interested in participating in the consolidation
path, either being acquired or in acquiring another company," Mr.
Barger added.  "Independence is our plan today and it's our path
on a go-forward basis."

                      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 AXLE: Names David Dauch as CEO & President
---------------------------------------------------
American Axle & Manufacturing Holdings, Inc., announced that David
C. Dauch has been appointed as President and Chief Executive
Officer, effective Sept. 1, 2012.  Richard E. Dauch, AAM Co-
Founder, and currently Chairman and Chief Executive Officer, will
become Executive Chairman of the Board of Directors.

"Having developed a sound succession plan over the years, AAM is
well positioned for the future.  I look forward to assisting the
outstanding leadership team we have assembled to execute our
profitable growth plan," said AAM's Co-Founder and current
Chairman & Chief Executive Officer Richard E. Dauch.  "As a superb
leader for AAM, David has distinguished himself as a globally
focused executive who has a passion for advanced technology and
operational excellence.  David is the right person to lead our
team and build value for all of our key stakeholders."

Thomas K. Walker, the independent lead director of AAM's Board of
Directors agrees, "As a Board, we place a very high priority on
succession planning and the development of management to ensure
the Company's continuing success.  David C. Dauch is a results
driven leader and has been instrumental in diversifying AAM's
product portfolio and customer base while establishing a global
manufacturing, engineering and sourcing footprint."  Walker
continued by saying, "We are grateful for the strong leadership
Dick has provided to AAM since its inception in 1994.  We are also
pleased that he will continue to provide his extraordinary
knowledge and expertise to the company.  This will be invaluable
as we move into the future."

"My father's vision, passion and unparalleled leadership have
transformed AAM into the leading global automotive supplier that
it is today," said AAM's current President and Chief Operating
Officer David C. Dauch.  "I look forward to working with all of
AAM's key stakeholders.  Our commitment, direction, mission and
vision are clear and we are ready to build value by delivering
quality, technology leadership, diversification and operational
excellence for our customers around the world."

In connection with his appointment, Mr. D.C. Dauch entered into an
employment agreement with the Company.  The agreement has an
initial term of three years and renews automatically for
additional one year periods unless either party provides written
notice of its intent not to renew.  Effective Sept. 1, 2012, Mr.
D.C. Dauch will receive an annual base salary of $1 million.  He
will participate in the annual incentive plan applicable to
executive officers of the Company, with an initial target bonus
amount of 125% of his annual base salary.

Upon his appointment as CEO, Mr. D.C. Dauch will receive a long-
term incentive award of restricted stock units having a grant date
fair value of $250,000 and an award of cash performance units with
a target value of $250,000.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

The Company's balance sheet at June 30, 2012, showed $2.44 billion
in total assets, $2.83 billion in total liabilities and a $394.7
million total stockholders' deficit.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERICAN REALTY: Returns to Chapter 11, This Time in Atlanta
------------------------------------------------------------
American Realty Trust, Inc., filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-71453) in Atlanta on Aug. 29, 2012.

Gary W. Marsh, Esq., and Bryan E. Bates, Esq., at McKenna Long &
Aldridge, LLP, serves as counsel to the Debtor.

The Debtor estimated assets and debts of at least $50 million.
The Debtor owns parcels of property in Texas, Florida and
Virginia.

According to the docket, a meeting of creditors under 11 U.S.C.
Sec. 341(a) is scheduled for Oct. 11, 2012 at 11:00 a.m.

American Realty Trust, Inc., previously filed for Chapter 11
protection (Bankr. D. Nev. Case No. 12-10883) in Las Vegas on
Jan. 26, 2012.  The case was later dismissed.  Creditors David M.
Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the
dismissal, citing, among other things, the Debtor has been
stripped of assets prepetition and its ownership structure changed
10 days before the bankruptcy filing in an admitted effort to
avoid disclosures to the Securities and Exchange Commission.

Atlantic had sued the Debtor for breach of a series of contracts
related to the sale of certain real estate.  After an initial
judgment in favor of ART was reversed by the Fifth Circuit, a
second jury trial led to the entry of Oct. 11, 2011, of a final
judgment in favor of the Atlantic against Debtor and related
entity ART Midwest.  The Debtor appealed.  The district court
denied to stay enforcement of the judgment pending appeal.  The
Debtor then filed for bankruptcy in Nevada before the district
court could rule on the Clapper parties' request to set aside
transfers as fraudulent conveyances and to turn over assets
thereafter.

In the list of creditors filed with the new Chapter 11 petition,
the Debtor disclosed that the Clapper entities have a DISPUTED
unsecured claim of $73 million on account of the judgment.


AMPAL-AMERICAN: Israel-Based Firm Using U.S. to Avoid Liquidation
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports U.S. Bankruptcy Judge Stuart M. Bernstein will have to
consider whether Ampal-American Israel Corp., an Israel-based
company, can reorganize in the U.S.  Ampal-American filed for
Chapter 11 bankruptcy last week.  The report notes bankruptcy laws
in Israel would lead to the Company's liquidation.

According to the report, there is precedent for a foreign-based
company to reorganize in New York even with few connections to the
U.S.  In the Chapter 11 case involving Dutch ship owner Seaarland
Shipping Management, U.S. Bankruptcy Judge James M. Peck allowed
the bankruptcy to proceed.  The company ultimately used Chapter 11
to sell the assets to the secured lenders.

On Aug. 21, 2012, Ampal-American received notice from the Listing
Qualifications Staff of The NASDAQ Stock Market LLC indicating
that the Staff had determined to delist the Company's Class A
Stock from The NASDAQ Capital Market based upon the Company's non-
compliance with the minimum $2.5 million stockholders' equity
requirement.

The Company said it plans to request a hearing before the NASDAQ
Listing Qualifications Panel, which will stay any action arising
from the Staff Determination until the Panel renders a decision
subsequent to the hearing.  The Company will remain listed on the
NASDAQ Capital Market until the Panel renders its decision.  While
the Company is diligently working to regain compliance with the
applicable listing standards, there can be no assurance that the
Panel will grant the Company's request for continued listing on
the NASDAQ Capital Market.

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bryan Cave LLP, in New York, serves as counsel to the Debtor.


ATP OIL: Failed to Disclose $70 Million in Bond Demands
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two creditors of ATP Oil & Gas Corp. contend that
while ATP Oil was winning interim approval to finance the
bankruptcy reorganization begun on Aug. 17, the company didn't
disclose that it had received a demand from the U.S. Interior
Department requiring the posting of $70 million in bonds to cover
the plugging and abandonment of wells.

According to the report, ATP Oil after a hearing on Aug. 21, won
approval of secured financing, including interim authorization for
part of the financing intended ultimately to include $250 million
in new borrowing power.  In addition, the court allowed the
lenders to convert about $365 million in pre-bankruptcy secured
debt into a post bankruptcy obligation.

The report relates that Warrior Energy Services Corp. and Superior
Energy Services LLC contended in a court filing Aug. 30 that ATP
failed to disclose to the parties or to the court that it had
received the Interior Department's demand for bonds on Aug. 17.
The creditors say the demand for bonds may be a default under the
newly approved interim financing agreement.

The report notes that the creditors are asking the bankruptcy
judge in Houston to reconsider approval of the financing,
especially the conversion of $365 million in pre-bankruptcy debt.
The reconsideration hearing is on the court's calendar for Sept.
6.

Although a creditors' committee has been formed, it hasn't
selected lawyers, the creditors said.  According to the creditors,
the company said it intended to discuss the bonding demand with
the newly formed committee.

The new financing is being provided by some of the same lenders
owed $365 million on a first-lien loan where Credit Suisse Group
AG serves as agent.  There is $1.5 billion on second-lien notes
with Bank of New York Mellon Trust Co. as agent.

The second-lien notes traded Aug. 30 for 26.4 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The company disclosed US$3,638,399,000 in assets and
US$3,485,838,000 in liabilities as of March 31, 2012.  Debt
includes US$365 million on a first-lien loan, US$1.5 billion on
second-lien notes with Bank of New York Mellon Trust Co. as
agent, US$35 million on convertible notes and US$23.4 million
owing to third parties for their shares of production revenue.

The Bloomberg report disclosed that ATP reported a net loss of
US$145.1 million in the first quarter on revenue of US$146.6
million. Income from operations in the quarter was US$11.8
million.  For 2011, the net loss was US$210.5 million on revenue
of US$687.2 million.


BERNARD L. MADOFF: Trustee, Lawyers to Receive $59.3MM in Fees
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC and his lawyers received approval this week from
the bankruptcy judge to be paid $59.3 million, including
$43.3 million covering work performed from Oct. 1 through
Jan. 31.

According to the report, the other $16 million was for previously
approved fees that were held back from payment.  For a rundown on
the fees and the cuts imposed by the Securities Investor
Protection Corp.  The trustee was given authority this month to
make a distribution of about $2.4 billion to customers,
representing 33.5% of their claims.  Customers previously received
4.6%.  Although about $11 billion has been collected toward
payment of customers' $17 billion in claims, trustee Irving Picard
is precluded from making additional distributions on account of
appeals some customers are taking from rulings by the bankruptcy
judge.

The report relates that whether customers are eventually paid in
full may turn on the outcome of an appeal later this year in the
U.S. Court of Appeals.  A district judge ruled that Mr. Picard
could file lawsuits to recover payments going back only two years
before bankruptcy.  If Mr. Picard wins the appeal, his lawsuits
will reach back six years.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Merrill Lynch Settles Charity's $33MM Suit
-------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that Merrill Lynch
Pierce Fenner & Smith Inc. has settled a Florida charity's
$33 million lawsuit alleging breach of fiduciary duty over
investment losses in Bernard L. Madoff's massive Ponzi scheme,
according to Financial Industry Regulatory Authority documents
released Tuesday.

The deal puts an end to Palm Beach, Fla.-based MorseLife
Foundation Inc.'s suit, which was lodged in county court before it
was removed to the U.S. District Court for the Southern District
of Florida in August 2009 and later sent into arbitration,
according to Bankruptcy Law360.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BLACK DIAMOND: Creditors Deserves Jury Trial, Judge Says
--------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the trustee
representing creditors of Black Diamond Mining Co. LLC deserves a
jury trial on claims the coal company's founder and restructuring
adviser bungled a turnaround effort, a Kentucky federal judge said
Tuesday, affirming a previous ruling.

Bankruptcy Law360 relates that U.S. District Judge Amul R. Thapar
denied a request by Harold Sergent and restructuring firm Alvarez
& Marsal North America LLC to appeal a March 21 decision
permitting a jury trial on claims by Taft A. McKinstry, the
trustee for unsecured creditors of Black Diamond.

                    About Black Diamond Mining

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator formed in 2006.  The company
and seven of its affiliates sought Chapter 11 protection on
(Bankr. E.D. Ky. Case No. 08-70109) on March 4, 2008.  David M.
Cantor, Esq., at Seiller Waterman, LLC, represents the Debtors in
these cases.  The U.S. Trustee for Region 8 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Foley &
Lardner LLP represents the Committee in these cases.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc., C.I.T. Capital U.S.A., Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against
FCDC Coal Inc., Black Diamond Mining Co., Martin Coal Processing
Corp., Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources, Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors owe them $150 million.  The Debtors schedules showed
$73,669,934 in total assets and $207,403,591 in total liabilities.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted."  They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The Court entered an order for relief on the involuntary petitions
on March 11, 2008.  Alvarez & Marsal North America LLC was
appointed to provide a chief restructuring officer for FCDC Coal
Inc. and Black Diamond Mining Co.

The Company filed a Chapter 11 plan in early 2009.  The Court on
July 23, 2009, entered an order confirming the Debtors' Third
Amended Joint Plan of Liquidation, as Modified.  On the effective
date of the Plan, the Unsecured Creditors Trust was created and
Taft A. McKinstry was appointed.

Harold Sergent filed his own chapter 7 bankruptcy petition (Bankr.
E.D. Ky. Case No. 10-50763) on March 9, 2010.  Phaedra Spradlin
was appointed the Chapter 7 Trustee.


BLOUNT INC: Moody's Affirms 'Ba3' CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service revised the rating outlook for Blount,
Inc. to negative from stable and affirmed its existing ratings,
including its Ba3 corporate family rating, B1 probability of
default rating, and Ba3 senior secured bank credit facility
ratings.

Ratings Rationale

The change in outlook to negative from stable reflects Moody's
expectation that the turmoil in global financial markets and
weakness in Europe and Asia will continue to hamper Blount's
revenues and operating margins (although the latter still remain
strong) as well as weaken key credit metrics. Operating margins
are also under pressure because of rising material costs. Moody's
anticipates Blount's adjusted debt to EBITDA ratio will exceed
4.0x throughout 2013, which was one of the triggers cited by us
for ratings pressure in Moody's last credit opinion. Moody's also
expects free cash flow as a percentage of debt to remain low for
the company, at about 6% throughout 2013.

The Ba3 corporate family rating reflects the company's small size
and the limited diversity of its end markets, which essentially
target consumers in one industry, outdoor equipment. This
concentration in a narrow end market that has difficult, but not
unassailable, barriers to entry magnify the risks inherent in
economic cycles as they impact manufacturers oriented towards the
construction, forest products, and agricultural products sectors.

However, the ratings also acknowledge the company's solid market
position in its Outdoor Products segment; the high proportion of
this segment's sales going towards replacement markets, a factor
which provides some smoothing of the cyclicality inherent in the
business. Additionally, some of the company's key credit metrics,
particularly EBITA margins and EBITA to average assets, map to Aa,
a much higher rating than the Ba3 corporate family rating.

The rating and/or outlook could benefit if Moody's were to project
that the company will have sustained revenue growth, free cash
flow to debt of over 15%, and adjusted debt to EBITDA of below
3.5x on a sustained basis.

The rating could be lowered if the company's adjusted debt to
EBITDA were to exceed 4.5x and/or free cash flow to debt were to
fall below 4%.

The following rating actions were affirmed:

  Ba3 (LGD3, 31%) on the $400 million senior secured revolving
  credit facility due 2015

  Ba3 (LGD3, 31%) on the $300 million senior secured term loan
  due 2016

  Ba3 Corporate family rating

  B1 probability of default rating

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

Headquartered in Portland, Oregon , Blount, Inc. is an
international industrial company with two business segments:
Forestry, Lawn and Garden (FLAG) and Farm Ranch and Agriculture
(FRAG). The company designs, manufacturers, and markets
replacement parts and equipment for consumers and professionals in
select global end markets, including forestry, lawn, and garden;
farm, ranch, and agriculture; and concrete cutting and finishing.
Revenues and net income for the trailing 12 months ended June 30,
2012 were $915 million and $39 million, respectively.


BROADCAST INTERNATIONAL: Files Third Amendment to Form S-1
----------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 3 to the Form S-1 relating to
the resale of up to 46,470,000 shares of the Company's common
stock owned by the selling shareholders, including up to
18,270,000 shares of our common stock upon exercise of certain
warrants held by the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock.  All proceeds from the sale of the common stock will
be paid to the selling shareholders.  The Company may, however,
receive proceeds from the exercise of the outstanding warrants.
If all of the warrants covered by this prospectus are exercised in
full, the Company will issue an aggregate of 18,270,000 shares of
the Company's common stock, and the Company may receive aggregate
proceeds of $6,394,500.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On July 6, 2012, the closing sale
price of the Company's common stock was $.18 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/nDqMLZ

                   About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.39 million
in total assets, $9.08 million in total liabilities, and a
$5.68 million total stockholders' deficit.


CENTRAL FEDERAL: Edward Cochran Discloses 6.7% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Edward W. Cochran disclosed that, as of Aug. 20, 2012,
he beneficially owns 1,066,666.67 shares of common stock of
Central Federal Corporation representing 6.75% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/THmtFy

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $225.61
million in total assets, $217.33 million in total liabilities and
$8.28 million in stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CENTRAL FEDERAL: Thad Perry Discloses 4.3% Equity Stake
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Thad R. Perry and his affiliates disclosed that, as of
Aug. 20, 2012, they beneficially own 683,333 shares of common
stock of Central Federal Corporation representing 4.32% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/Zk5PER

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $225.61
million in total assets, $217.33 million in total liabilities and
$8.28 million in stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CONTEC HOLDINGS: Wins Interim Court Approval of Bankruptcy Loan
---------------------------------------------------------------
Dawn McCarty at Bloomberg news reports that Contec Holdings Ltd.,
the cable-box repair company owned by Bain Capital LLC, won
interim court approval of its bankruptcy loan and up to $35
million in financing.

Contec -- http://www.gocontec.com/Home.aspx/-- repairs and
refurbishes customer premise equipment for the cable industry.
The Company repairs more than 2 million cable set top boxes
annually, while also providing logistical support services for
over 12 million units of cable equipment annually. Contec is
headquartered in Schenectady, New York.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

The Debtors' prepetition long-term debt obligations total
approximately $360 million.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Under the Plan, senior lenders owed $201 million will recover
14.7% to 24.6%.  They will receive on the effective date $27.5
million in new second lien notes and 80% of reorganized Contec
Holdings.  Holders of general unsecured claims estimated to total
$10 million to $11 million are unimpaired and will recover 100%.
The claims will be reinstated or paid in full in cash.  Holders of
subordinated note claims totaling $159 will receive on the
effective date a pro-rata share of warrants and $25,000.  The
existing owners won't get anything on account of their interests.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


DELUXE ENTERTAINMENT: Moody's Cuts CFR/PDR to 'B2'; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service downgraded Deluxe Entertainment Services
Group, Inc.'s Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to B2 from B1, and revised the instrument
ratings. Moody's also lowered the rating on Deluxe's $500 million
senior secured term loan due 2017 to B2. The downgrade reflects
heightened concern that Deluxe will not be able to offset greater-
than-expected revenue and earnings erosion in the physical film
distribution business with the lower margin creative services
segment and could face covenant pressure. Loss given default
assessments were updated to reflect the revised CFR. The rating
outlook remains negative.

Downgrades:

  Issuer: Deluxe Entertainment Services Group, Inc.

    Corporate Family Rating, Downgraded to B2 from B1

    Probability of Default Rating, Downgraded to B2 from B1

    Senior Secured Term Loan, Downgraded to B2, LGD4 - 55% from
    B1, LGD4 - 54%

Ratings Rationale

Deluxe maintains the leading and only position in the eroding
physical film processing business, and has expanded its creative
services business through acquisitions and organic growth.
However, there are increasing risks related to Deluxe's ability to
circumvent faster-than-anticipated earnings pressure in the film
processing segment with the lower margin creative services
business, which drives the B2 CFR. Moody's considers leverage of
3.3x debt to EBITDA (incorporating Moody's standard adjustment)
before restructuring as moderate though Moody's expects leverage
to increase slightly as Deluxe experiences earnings pressure
related to the transition of its business. The mandatory term loan
amortization ($50 million annually) obligates a reduction in
lender exposure, which supports the B2 rating, along with a track
record of positive free cash flow generation which Moody's expects
to continue, albeit below historical levels. Deluxe's creative
services operations provide good growth prospects and synergies to
mitigate some of the earnings decline. However, this business also
has greater cyclicality, more technology risk, and more
competition than the film processing business, resulting in
relatively lower margins. The potential for incremental
acquisitions that increase leverage and lead to integration costs
and challenges also constrains the rating. Finally, over the
longer term, the private equity ownership (MacAndrews & Forbes
Holdings Inc.) creates event risk.

Moody's anticipates meager cushion under the maximum leverage
financial covenant, which is currently set at 2.75x. It then steps
down to 2.6x in June 2013, 2.5x in September 2013, 2.4x in March
2014, then settles at 2.25x in March of 2015 for the remainder of
the term. The leverage ratio was 2.55x for the twelve months ended
June 30, 2012. There is also a minimum interest coverage ratio,
which is currently set at 4x, steps up to 4.25x in September 2013
and increases to 4.5x in December 2013 for the remainder of the
term. Interest coverage was 4.81x for the twelve months ended June
30, 2012. The credit facility does provide flexibility for
covenant compliance through an equity cure, whereby the sponsor
can contribute cash, which would be added to EBITDA (as defined in
the credit agreement) to facilitate compliance. The proposed terms
permit this cure in not more than two of any four quarters and not
more than four times over the life of the agreement. In the event
that these covenants were amended, the incremental cost and
interest expense associated with that could also significantly eat
into Deluxe's free cash flow generation ability.

The negative rating outlook incorporates Moody's view that the
physical film distribution business will decline faster than
management's expectations and that the creative services group
will not produce sufficient growth to circumvent the earnings
decline, leading to significant covenant pressure. The incremental
cost and interest to amend the covenants could hurt Deluxe's free
cash flow which is also hindered by continued high restructuring
costs; collectively they would have an unfavorable effect on debt
repayment capacity.

The prospect of weakening operating performance such that covenant
compliance becomes untenable, debt to EBITDA sustained above 3.75x
(incorporating Moody's Adjustments), free cash flow (after all
restructuring costs and before term loan amortization) below 8% of
debt, and/or further erosion of the liquidity profile could result
in a downgrade. Expectations for a capital structure not
conservative enough to manage debt-financed acquisitions or the
risks inherent in the business model or cash distributions to
equity holders could also pressure the rating down.

Given the recent downgrade and operating pressure that Deluxe
faces, Moody's views an upgrade as unlikely. However, Moody's
would consider a stable outlook with expectations for sustained
positive free cash flow (after all restructuring costs and before
term loan amortization) of at least 11% of debt and debt to EBITDA
maintained comfortably at 3x such that a covenant violation would
not occur. A stable outlook would also require evidence that
growth in the creative services business will offset decline in
the film business such that Deluxe achieves consolidated EBITDA
growth on an organic basis.

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

Headquartered in Los Angeles, CA, Deluxe Entertainment Services
Group, Inc. provides services including production, post
production, development and distribution (across multiple
platforms) and marketing and fulfillment to producers and
distributors of motion pictures and television programs worldwide
through its creative services business (approximately 60% of
revenue). Deluxe also supplies worldwide film processing services
to studios (about 40% of revenue). Deluxe is an indirect wholly-
owned subsidiary of MacAndrews & Forbes Holdings Inc. Revenue for
the twelve months ended June 30, 2012 was approximately $1.2
billion.


DEWEY & LEBOEUF: Asks Judge OK on $70-Mil. Clawback Deal
--------------------------------------------------------
Dewey & LeBoeuf LLP is asking bankruptcy court approval of a $70
million settlement that would shield former attorneys from
potential clawback litigation.

The defunct law firm said implementing the plan would avoid years
of costly litigation and millions of dollars in administrative
expenses.  According to Bankruptcy Law360, Dewey maintains that
its proposed partner contribution settlement plan is fair and in
the best interests of the estate since it resolves potential
claims and other causes of action that could be lodged against
more than 400 ex-partners.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the settlement involves 400 partners and would bring
in $71 million.  The settlements represent about 80% of the $89
million the firm was seeking to recover from all former partners.

According to the Bloomberg report, the settlement amount for each
partner was a function of that partner's income in 2011 and 2012,
unreimbursed tax advances, and unpaid capital.  Members of the
executive committee and the most highly compensated partners pay
more.  The formula for calculating each partner's payment is
disclosed in the papers.  The amounts paid by each partner aren't.
The top three managers at the firm aren't in the settlement.  They
are Steven Davis, the former chairman; Stephen DiCarmine, the
former executive director, and Joel Sanders, the chief financial
officer.

The Bloomberg report relates that the unfinished business claims
against partners who generated the most business aren't settled.
Injunctions and releases are a key component of the plan.  The
partners insisted they not be exposed to suit for claims the firm
has or might be able to bring.  Even if the bankruptcy court
approves the settlement at a Sept. 20 hearing, the settlements
won't become effective until the firm wins approval of a Chapter
11 plan at a confirmation hearing.

The report notes that papers submitted along with the settlement
show that partners in 2011 received $50 million to $83 million
more than the firm's net income would justify as partner profit.
In 2012, partners received $84 million that could be sought in
fraudulent transfer suits.  The papers explain difficult legal
questions that would arise if there were litigation rather than
settlement.  For example, the highest-compensated partners with
contract guarantees contended they have no fraudulent transfer
exposure because their payments were fixed, not subject to firm's
profits.  Lesser-paid partners, who received lower payments in
2011 than the partnership agreement stated, contended they should
have offsets against fraudulent transfer claims.  Dewey says the
settlement will bring in a larger net recovery than years of
lawsuits.  The firm said the Chapter 11 plan will be filed within
a month "or so."

The report also notes that the settlement proposal was facing
opposition even before it was filed Aug. 29.  Some former partners
have a motion scheduled for hearing on Sept. 20 where they will
ask the judge to appoint a Chapter 11 trustee.  The official
committee representing partners advocates having an examiner
perform an investigation before settlements are approved.

                     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.


DIVERSIFIED GLOBAL: Moody's Lifts Rating on Class C Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class of
notes issued by Diversified Global Securities Limited II, Ltd.:

U.S.$12,000,000 Class C Floating Rate Subordinate Notes, Due
December 17, 2017, Upgraded to Ba2 (sf); previously on May 16,
2012 Upgraded to B1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the Class C notes and an
increase in the transaction's overcollateralization ratios since
the rating action in May 2012. Moody's notes that the Class C
Notes have been paid down by approximately 14% or $1.6 million
since the last rating action. Based on the latest trustee report
dated August 10, 2012, the Class C overcollateralization ratio is
reported at 208.20%, versus April 2012 level of 191.53%.

Moody's also notes that the deal has benefited from an improvement
in the credit quality of the underlying portfolio since the last
rating action in May 2012. Based on Moody's calculation, the
weighted average rating factor is currently 3238 compared to 3440
in May 2012.

Diversified Global Securities Limited II is a collateralized debt
obligation backed primarily by a portfolio of Collateralized Loan
Obligations.

The principal methodology used in this rating was "Moody's
Approach to Rating SF CDOs" published in May 2012.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution for SF CDOs. Within this
framework, defaults are generated so that they occur with the
frequency indicated by the adjusted default probability pool (the
default probability associated with the current rating multiplied
by the Resecuritization Stress) for each credit in the reference.
Specifically, correlated defaults are simulated using a normal (or
"Gaussian") copula model that applies the asset correlation
framework. Recovery rates for defaulted credits are generated by
applying within the simulation the distributional assumptions,
including correlation between recovery values.

Together, the simulated defaults and recoveries across each of the
Monte Carlo scenarios define the loss distribution for the
reference pool.

Once the loss distribution for the collateral has been calculated,
each collateral loss scenario derived through the CDOROM loss
distribution is associated with the interest and principal
received by the rated liability classes via the CDOEdge cash-flow
model . The cash flow model takes into account the following:
collateral cash flows, the transaction covenants, the priority of
payments (waterfall) for interest and principal proceeds received
from portfolio assets, reinvestment assumptions, the timing of
defaults, interest-rate scenarios and foreign exchange risk (if
present). The Expected Loss (EL) for each tranche is the weighted
average of losses to each tranche across all the scenarios, where
the weight is the likelihood of the scenario occurring. Moody's
defines the loss as the shortfall in the present value of cash
flows to the tranche relative to the present value of the promised
cash flows. The present values are calculated using the promised
tranche coupon rate as the discount rate. For floating rate
tranches, the discount rate is based on the promised spread over
Libor and the assumed Libor scenario.

Moody's notes that in arriving at its ratings of SF CDOs, backed
by CLOs, there exist a number of sources of uncertainty, operating
both on a macro level and on a transaction-specific level. These
uncertainties are evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of upcoming speculative-grade debt maturities which may create
challenges for issuers to refinance. CLO notes' performance may
also be impacted by 1) the manager's investment strategy and
behavior and 2) divergence in legal interpretation of CLO
documentation by different transactional parties due to embedded
ambiguities.

Moody's rating action factors in a number of sensitivity analyses
and stress scenarios, discussed below. Results are shown in terms
of the number of notches' difference versus the current model
output, where a positive difference corresponds to lower expected
loss, assuming that all other factors are held equal:

Moody's Caa Assets notched up by 2 rating notches:

Class C: +1

Moody's Caa Assets notched down by 2 rating notches:

Class C: 0


EASTMAN KODAK: Seeks Court OK on Schoeller Deal
-----------------------------------------------
BankruptcyData.com reports that Eastman Kodak filed with the U.S.
Bankruptcy Court a motion for approval of an agreement with Felix
Schoeller North America and Schoeller Technocell GmbH & Co. The
agreement provides for an extension and amendment of certain
existing supply contracts, the resolution of claims and mutual
releases of claims. KG Schoeller manufactures and provides to
Kodak certain goods and related services, including resin coated
photographic base paper (support) for light-sensitive emulsion or
inkjet coating, thermal sensitive film-laminated papers for use as
image receptor, inkjet printable papers in master rolls form or
packaged for retail sale and electrostatic printable papers.
Schoeller is Kodak's sole supplier of a number of critical raw
materials utilized in the Businesses.

Currently, Kodak owes Schoeller $5.1 million, and Schoeller owes
Kodak $425,165, and certain non-debtor foreign affiliates of Kodak
$712,892. Under the agreement, Kodak will pay Schoeller $4
million, the Schoeller claim shall be deemed an allowed general
unsecured claim in the amount of $750,000 and Kodak and Schoeller
fully and forever discharge and release any and all claims against
the other.

The Court scheduled a Sept. 19, 2012 hearing on the matter.

                        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.


EMMIS COMMUNICATIONS: Board OKs $2.8 Million Transaction Bonuses
----------------------------------------------------------------
On Aug. 23, 2012, in connection with the closing of the sale of
radio station KXOS-FM, Los Angeles, California, the Compensation
Committee of the Board of Directors of Emmis Communications
Corporation approved the payment of special transaction bonuses in
the aggregate amount of $2.8 million.  These bonuses will be
recognized in the quarter ending Aug. 31, 2012, and consist of:

   (i) the payment of $1,000 to each full time employee and $250
       to each part time employee; and

  (ii) the payment of unpaid amounts under Emmis' fiscal 2012
       corporate incentive plan, including $618,750, $394,467, and
       $112,500, respectively, to Jeffrey H. Smulyan, Patrick M.
       Walsh and J. Scott Enright.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at May 31, 2012, showed
$350.94 million in total assets, $360.51 million in total
liabilities, $46.88 million in series A cumulative convertible
preferred stock, and a $56.45 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENERGY CONVERSION: Suspending Filing of Reports with SEC
--------------------------------------------------------
Energy Conversion Devices, Inc., filed with the U.S. Securities
and Exchange Commission a Form 15 notifying of its suspension of
its duty under Section 15(d) to file reports required by Section
13(a) of the Securities Exchange Act of 1934 with respect to its
common stock, $0.01 par value.  There was no holder of the common
shares as of Aug. 28, 2012.

                     About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

A group of shareholders had asked a bankruptcy judge to allow it
to form an official committee with lawyers and expenses paid for
by the company.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline.  Quarton
Partners served as the companies' investment banker.  The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.


GOLDEN STATE: S&P Cuts Rating on $127MM Secured Term Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Golden
State Petroleum Transport Corp.'s $127.1 million secured term
notes due in 2019 (S&P estimates about $91.8 million outstanding
after the project's August 2012 scheduled amortization payment) to
'B' from 'BB-'. "At the same time, we removed the rating from
CreditWatch negative implications, where we placed it on Feb. 27,
2012. The outlook is negative," S&P said.

"The recovery rating remains unchanged at '4', indicating our
expectation of an average (30% to 50%) recovery of principal if a
payment default occurs," S&P said.

"The downgrade reflects our expectation of the project's
continuing exposure to poor tanker market fundamentals that have
lowered debt service coverage levels below 1x, forcing draws on
its debt service reserve and increasing the future break-even
rate. It also reflects our opinion that Chevron Transport is
likely to follow its June 2012 nonbinding termination notification
by exercising its binding termination notification for the Phoenix
Voyager in September 2012, increasing the project's market
exposure in 2013 and potentially accelerating draws on liquidity.
We believe Chevron has strong incentives to terminate given that
the market charter rate average (currently below $11,000 per day)
is significantly below Chevron's $28,500 per day on a bareboat
basis ($38,500 per day on a spot charter basis). Draws on the
project's restricted cash have reduced the debt service reserve to
less than three years. This equates to less than four years of
operating costs and debt service at our spot market rate
assumption for the Ulriken, and the fixed rate charter with
Chevron on the Phoenix through its next termination option date,"
S&P said.

"The negative outlook reflects Golden State's exposure to a poor
charter environment for VLCC tankers through the Ulriken, and the
short-term risk of the Phoenix charter termination," said Standard
& Poor's credit analyst Mark Habib.

"We consider it likely that Chevron Transport will provide the
final notification in September 2012 to exercise its termination
option for the Phoenix in 2013 and our current downgrade and
outlook take this into account. However, if the Chevron charter is
extended, we could revise the outlook to stable, reflecting our
expectation of the project having about five years of liquidity.
We could lower the rating if continued weak charter revenues force
draws on the reserve fund and increase the future break-even rate
significantly above $30,000 per day and reduce our liquidity
expectation to less than two years. An upgrade is unlikely but
could occur if the project can charter the Ulriken with a
creditworthy counterparty and mitigate market risk on the Phoenix,
or find a sale that improves the liquidity enough to lower the
break-even rate significantly toward current rates," S&P said.


GOODMAN GLOBAL: S&P Puts 'B+' CCR on Watch Pending Daikin Buyout
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Goodman
Global Inc., including its 'B+' corporate credit rating, on
CreditWatch with positive implications.

"The CreditWatch placement follows the announcement of the
agreement that Daikin Industries Ltd. will acquire Goodman Global
Inc., pending regulatory approvals, for approximately $3.7
billion--approximately JPY300 billion," said Standard & Poor's
credit analyst Thomas J. Nadramia. "Daikin is a major Japanese
manufacturer of heating, ventilation and air-conditioning (HVAC)
equipment and chemicals. We expect the purchase will trigger
change of control provisions and, as a result, all of Goodman
Global's existing rated bank debt is likely to be repaid or
refinanced. The CreditWatch placement reflects the potential that
Goodman will have an improved credit profile following its
acquisition by the larger and possibly stronger Daikin Industries.

"Goodman manufacturers and distributes HVAC products for
residential and, to a lesser extent, commercial markets. The
majority of Goodman's US$2.1 billion 2011 revenues are derived
from the North American market," S&P said.

"Daikin develops, manufactures, sells and provides aftermarket
support of HVAC equipment and systems, refrigerants and other
chemicals, as well as oil hydraulic products. Consolidated sales
for the fiscal year ended March 2012 equaled JPY1,219 billion,
with net income of more than JPY41 billion. Daikin has more than
44,000 employees globally and operates manufacturing and sales
activities in more than 90 countries," S&P said.

"We will resolve the CreditWatch once we have more clarity on the
ultimate structure of the transaction. Upon closing of the
transaction, the ratings on Goodman ratings are likely to be
either affirmed or raised," S&P said.


HAWKER BEECHCRAFT: To File Plan With Superior in Days
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. told the bankruptcy judge at a
hearing Aug. 30 that it's about a week away from filing a
definitive agreement selling the business to Superior Aviation
Beijing Co. Ltd.  A revised Chapter 11 reorganization plan will be
filed at the same time, the aircraft maker's lawyer said.

According to the report, there was no mention at the Aug. 30
hearing of the judge's Aug. 24 rejection of a bonus program for
eight top executives.  The program was fatally defective because
it "pays a bonus for confirming a plan that is likely to occur,"
the judge ruled.

Hawker Beechcraft has requested more time to file a bankruptcy
exit plan.  The Associated Press reports Hawker wants the
exclusivity period to file its Chapter 11 plan extended until at
least Dec. 29, 2012; and the deadline to solicit plan votes until
Feb. 27.  According to AP, no objections to either request were
filed ahead of a hearing in federal bankruptcy court in New York.
Hawker Beechcraft says it needs more time to pursue possible
emergence from bankruptcy as a stand-alone company or through a
third-party sale.

The Bloomberg report relates that although the plan was filed in
late June, Hawker announced in July there was a tentative
agreement for a sale to Superior for $1.79 billion.  Superior is
40%-owned by the Beijing municipal government.  Hawker's $183
million in 8.5% senior unsecured notes due in 2015 traded on Aug.
24 for 15.75 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

The Bloomberg report disclosed that the $302 million in 8.875%
senior unsecured notes due in 2015 traded on Aug. 9 for 17.25
cents, Trace said.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for
Chapter 11 reorganization together with 17 affiliates (Bankr.
S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012

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

Judge Stuart Bernstein oversees the case.  Hawker's legal
representative is Kirkland & Ellis LLP, its financial advisor is
Perella Weinberg Partners LP and its restructuring advisor is
Alvarez & Marsal.  Epiq Bankruptcy Solutions LLC is the claims and
notice agent, and administrative advisor.  PricewaterhouseCoopers
LLP is accounting consultants and independent auditors.

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

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

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

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

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

When it filed for bankruptcy, Hawker already negotiated a
restructuring support agreement that eliminates $2.5 billion in
debt and $125 million of annual cash interest expense.  That plan
was filed June 30, 2012.  The plan proposes to give 81.9% of the
new stock to holders of $1.829 billion of secured debt, reserving
18.9% for unsecured creditors.  The restructuring support
agreement stated the $780.9 million in unsecured deficiency claims
of secured lenders are to participate in the pool of unsecured
claims to share in 18.9% of the new equity.  The unsecured
recovery that otherwise would go to holders of $308 million in
subordinated note claims will be directed to senior unsecured
noteholders.

In July 2012, Hawker unveiled a deal to sell the bulk of its
businesses for $1.79 billion to Chinese company Superior Aviation
Beijing Co.  Hawker won Court approval to enter into exclusive
negotiations with Superior Aviation.  As part of the exclusivity
agreement, Superior made payments to Hawker to sustain the
Debtor's jet business.

If negotiations with Superior are not concluded in a timely
manner, Hawker said it will proceed with seeking confirmation of
the June 30 Plan of Reorganization.

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


HAYDEL PROPERTIES: Bancorpsouth Asks Court to Dismiss Case
----------------------------------------------------------
Bancorpsouth Bank and The Peoples Bank, Biloxi, Mississippi, have
each asked the U.S. Bankruptcy Court for the Southern District of
Mississippi to dismiss the Chapter 11 bankruptcy case of Haydel
Properties, L.P., or, in the alternative, convert this to Chapter
7 liquidation.

The Bancorpsouth is a secured creditor which has made multiple
loans to Debtor, cross collateralized and secured by multiple
parcels of real property situated in Harrison County,
Mississippi, and the income generated by those properties.  The
amount owed on the loans, as of the date of the filing of the
Petition for Relief, was $250,826.04, plus interest and attorney's
fees.  The value of the collateral is $950,000.  The properties
are situated at 1720 Pass Road, 1720 East Pass Road, and a Lot on
the North side of Pass Road, all in Gulfport, Mississippi.

A court order dated March 26, 2012, authorized the Debtor to
utilize the rental receipts, which comprise the cash collateral of
Bancorpsouth, for certain limited purposes, under certain
conditions.  The order provided that all rents received from
properties which comprise the collateral of Bancorpsouth were to
be placed in a segregated account, and could only be used to pay
ad valorem taxes, establishment of a reserve for payment of
insurance upon the collateral, as premiums come due, and
reasonable and necessary maintenance as needed to preserve the
collateral, and adequate protection payments.

According to rent rolls received from the Debtor, one of the
parcels is generating $1,000 per month in rental income.  Since
the filing of the Petition for Relief, Debtor should have received
at least $6,000 through July 31, 2012.  However, no segregated
Cash Collateral Account has been established and any income
received has been commingled with funds in the Debtor's general
operating account, Bancorpsouth said.  "Ad valorem taxes for 2009,
2010, and 2011 are unpaid.  The period for redemption of the 2009
ad valorem taxes will expire on or about Aug. 30, 2012.  The
amount owed for the 2009 ad valorem taxes upon the bank's
collateral, through July 31, 2012, is $26,247.48.  The Debtor has
defied this Court's order by failing to deposit the rental income
received from the properties and utilized the Bank's cash
collateral in an unauthorized manner," Bancorpsouth stated.

Bancorpsouth is represented by:

         Les W. Smith, Esq.
         PAGE, MANNINO, PERESICH & MCDERMOTT, P.L.L.C.
         759 Vieux Marche
         P.O. Drawer 289
         Biloxi, MS 39533
         Tel: (228) 374-2100
         Fax: (228) 432-5539
         E-mail: Les.Smith@pmp.org

                      About Haydel Properties

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


HOMELAND SECURITY: Announces Restructuring, Split, & Name Change
----------------------------------------------------------------
Homeland Security Capital Corporation announced a restructuring of
its balance sheet, including changes to its capital structure,
debt and minority ownership.

Yorkville Global Advisors, LLC, the Company's senior lender and
majority stockholder, has agreed to exchange all of its Series H
Convertible Preferred Stock, Series F Convertible Preferred Stock,
all warrants to purchase common stock, all accrued dividends and
approximately $5,139,490 in Senior Notes for a non-recourse note
in the amount of $2,311,050 and 2,043,810 shares of the Company's
newly created Series J Convertible Preferred Stock.  The principal
amount of the non-recourse note is equal to the sum of the note
due the Company from its sale of Safety and Ecology Holdings
Corporation and the escrow account balances from the sales of SEC
and Corporate Security Solutions, Inc. in 2011.  The non-recourse
note will be adjusted as, if and when the Company receives any
amounts from the aforementioned sales, with the note being reduced
in part or in whole for any amounts not received.

Also, as part of the restructuring, the 20% minority owners of
Fiducia Real Estate Services, Inc., the Company's real estate
services holding company, agreed to exchange their ownership in
FRES for an aggregate of 428,571 shares of Series J Stock and
307,985 shares of the Company's Common Stock.  As a result of this
exchange, the Company will own 100% of FRES.

Additionally, Fiducia Holdings Corporation, which was the majority
owner (80%) of FRES, merged with and into the Company.  The
Company's CEO and CFO, as minority owners of FHC (20%), agreed to
exchange their minority position in FHC for an aggregate of 95
shares of Series J Stock and 1,759,288 shares of the Company's
Common Stock (or approximately 16.3% total ownership of the
Company on a fully converted basis).

Finally, certain members of management and directors had
previously purchased from YA an amount of Series H Stock, which
shares of Series H were also exchanged for an aggregate of 146,667
shares of Series J Stock (or approximately 4.5% ownership of the
Company on a fully converted basis).

As a result of the restructuring, the Company now has 2,619,143
shares of Series J Stock outstanding and 2,173,272 shares of
Common Stock outstanding, or a total of 10,679,466 shares of
Common Stock on a fully-diluted basis.  The Series J Stock is
mandatorily convertible upon either the written consent, at any
time, of the holders of the Series J Stock, as provided in the
governing Certificate of Designations of the Series J Stock, or
the closing by the Company of the sale of shares of Common Stock
at a price of at least $1.05 per share in a public offering
pursuant to an effective registration statement under the
Securities Act of 1933, as amended, resulting in at least
$10,000,000 of gross proceeds to the Company.

Thomas McMillen, HOMS Chairman and CEO, commented, "The immediate
effect of the restructuring and the exchange and merger agreements
is to consolidate the potential 500 million common shares
resulting from our convertible preferred stock, $5.4 million in
debt (of which $2.3 million will remain in a non-recourse note
subject only to the remaining note receivable and escrow balances
from the sale of our subsidiaries in 2011), $4.2 million in
accrued dividends, and the 20% minority positions in Fiducia
Holdings Corporation and Fiducia Real Estate Solutions, Inc., into
2.6 million shares of a new series of preferred stock, which is
convertible into 8.6 million shares of our post split common stock
and 2.1 million shares of common stock on a post split basis."
McMillen continued, "The overall result of these agreements
greatly simplifies our capital structure, makes our capital
structure very transparent for current and new investors, and
allows us to seek new funding arrangements for future
acquisitions."

The Company consolidates the results of its 100% owned subsidiary
Fiducia Real Estate Services, Inc., which owns 100% of Timios,
Inc., Timios Appraisal Management, Inc. and Default Servicing USA,
Inc.

The Company also announced that, as a result of the filing of its
Amended and Restated Certificate of Incorporation, the Company's
name officially changed from "Homeland Security Capital
Corporation" to "Timios National Corporation."  As a result of the
filing of the Amended and Restated Certificate of Incorporation,
the Company also decreased its authorized capital stock from
2,010,000,000 to 55,000,000 shares, which authorized capital was
reclassified to 50,000,000 shares of Common Stock and 5,000,000
shares of Preferred Stock.

In addition, the Company also announced a 1-for-500 reverse stock
split of the Company's issued and outstanding Common Stock, or the
reverse stock split.  As a result of the reverse stock split,
every five hundred shares of Common Stock issued and outstanding
prior to the opening of trading on Aug. 29, 2012, will be
consolidated into one issued and outstanding share.  The reverse
stock split reduces the number of issued and outstanding shares of
Common Stock from 55,159,102 shares to approximately 110,318
shares.  No fractional shares of common stock will be issued as a
result of the reverse stock split, and any fractional shares will
be rounded up to the nearest whole share.  Trading of the
Company's shares of Common Stock on the OTCBB will continue, on a
split-adjusted basis, with the opening of the markets on
Wednesday, Aug. 29, 2012, under new CUSIP number 88738N103.

On Aug. 27, 2012, the Company's Board of Directors approved,
subject to stockholder approval, the Timios National Corporation
2012 Employee, Director and Consultant Stock Plan, pursuant to
which the Company has reserved an aggregate of 1,617,820 shares of
the Company's Common Stock, subject to adjustment in accordance
with the terms of the 2012 Stock Plan, for issuance under the 2012
Stock Plan.

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

                        http://is.gd/TdO1aq

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

The Company also reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $9.03 million
in total assets, $11.82 million in total liabilities, $169,768 in
warrants payable, and a $2.96 million total stockholders' deficit.


INFERNO DISTRIBUTION: "Just Friends" Dispute Blamed for Chapter 11
------------------------------------------------------------------
Dave McNary at Variety reports that Inferno International LLC and
Inferno Distribution LLC have filed for Chapter 11 bankruptcy
protection in U.S. Bankruptcy Court in Los Angeles, California,
citing a long-standing dispute over the 2005 feature "Just
Friends."

The report, citing a statement to The Wall Street Journal, says
the companies indicated Inferno Films and Inferno Features are not
part of the bankruptcy case.  Inferno also said in the statement
it is appealing a ruling over losses from "Just Friends."

The report relates the companies' creditors include American
Express, the Directors Guild of America, the Screen Actors Guild,
the Writers Guild of America and former partner Alan Mann, who has
been involved in the legal battle over "Just Friends."

Inferno Distribution and Inferno Intl. arrange production
financing along with licensing and distributing rights to movies
in international markets.

Inferno Intl. is an executive producer of "Killing Them Softly."

Based in Los Angeles, California, Inferno Distribution LLC and
affiliate Inferno International LLC filed for Chapter 11
bankruptcy protection (Bankr. C.D. Calif. Lead Case No. 12-39145)
on Aug. 24, 2012.  Judge Barry Russell presides over the case.
Brian L. Davidoff, Esq., at Greenberg Glusker Fields Claman &
Machtinger LLP, represents the Debtors.  The Debtors estimated
assets of between $500,000 and $1 million, and debts of between
$1 million and $10 million.


INTERLEUKIN GENETICS: K. Kornman Replaces L. Bender as CEO
----------------------------------------------------------
Interleukin Genetics, Inc., announced that Lewis H. Bender has
resigned as Chief Executive Officer and as a member of the Board
of Directors, effective Aug. 23, 2012, in order to pursue other
business opportunities.  The Board of Directors has appointed
Kenneth S. Kornman, DDS, Ph.D., the Company's founder and current
President and Chief Scientific Officer, as Chief Executive Officer
and as a member of the Board of Directors.  Dr. Kornman will also
continue his duties as President and Chief Scientific Officer.

"On behalf of the Board of Directors of Interleukin, I would like
to thank Lew Bender for his significant contributions to
Interleukin's development and growth and wish him success in his
new endeavors," stated James Weaver, Chairman of the Board of
Directors.  "We are very pleased that Ken Kornman has accepted the
role of Chief Executive Officer, and we look forward to his
leadership of the Company."

"I welcome the opportunity to lead Interleukin during this
exciting time and to work with our new strategic partner, Delta
Dental of Michigan, toward our goal of potentially providing more
personalized care for the prevention of periodontal disease," said
Ken Kornman.  "I also look forward to working with senior
management and all Interleukin employees to achieve our collective
goal of advancing all of our programs, including our weight
management and osteoarthritis programs."

                        About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at June 30, 2012, showed $4.87 million
in total assets, $16.09 million in total liabilities, all current,
and a $11.21 million total stockholders' deficit.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.


ISOLA US: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating and senior secured ratings on the Chandler, Ariz.-
based printed circuit board (PCB) laminate supplier Isola USA
Corp. "At the same time, we removed the ratings from CreditWatch
with positive implications, where they were placed on Nov. 4,
2011," S&P said.

"Isola's senior secured facility has a recovery rating of '3',
indicating meaningful (50% to 70%) recovery prospects in the event
of a payment default, and resulting in a 'B' issue-level rating,
the same as the corporate credit rating," S&P said.

"While we view the proposed debt reduction, from the proposed IPO
proceeds, as a potential positive for the company's credit profile
due to the uncertainty of the timing of the IPO, we have removed
the rating from CreditWatch with positive implications," explained
Standard & Poor's credit analyst William Backus.

"The company's ultimate parent stated in its S-1 registration
statement that it will use the net proceeds from an IPO, together
with proceeds from a new senior secured credit facility, to prepay
all of its existing term loans and mezzanine debt. Additionally,
as part of a corporate reorganization to occur immediately prior
to the IPO, the company's convertible preferred shares (CPCs) and
accrued interest will be converted into common shares," S&P said.

"The rating on Isola is based on Standard & Poor's expectation
that the PCB laminate supplier will preserve its market position
despite highly competitive industry conditions and near-term
weakness in its served markets. Due to a broad-based slowdown in
the company's end markets, we expect its revenue and EBITDA to
erode modestly during the second half of the calendar year. Isola
designs, develops, and manufactures laminates for PCBs. Its
products are used to manufacture application-specific PCBs for a
wide variety of electronics products used for servers and storage,
networking, automotive, military, and medical applications," S&P
said.

"Our stable rating outlook on Isola reflects our expectation that
leverage will remain at current levels. Standard & Poor's will
monitor the progress of the IPO and the size and ultimate use of
the proceeds. We could consider an upgrade if net IPO proceeds
resulted in debt reduction in the 4.5x area, but any potential
upgrade would be limited to one notch," S&P said.

"Alternatively, we could lower the rating if competitive pressures
or declining end market demand causes profits to decline
significantly such that adjusted leverage is sustained above the
mid-8x area," S&P said.


J.B. POINDEXTER: S&P Raises Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on J.B. Poindexter & Co. Inc. to 'B+' from 'B'. "The
outlook is stable. We also raised our rating on the company's
senior unsecured notes to 'B+' from 'B'. The recovery rating
remains '4', indicating our expectation for average recovery of
30%-50%. The company recently upsized the notes to $225 million
through a $25 million add-on issuance," S&P said.

"The upgrade reflects Poindexter's sustained operating performance
in the first half of 2012 and our expectations that the company
will maintain credit ratios consistent with the higher rating,
even assuming a moderate decline in operating performance next
year," said Standard & Poor's credit analyst Gregoire Buet. "We
view the company's business risk profile as 'weak' and revised our
financial risk profile assessment to 'aggressive' from 'highly
leveraged.'"

"Poindexter manufactures van and truck bodies, truck accessories,
specialty vehicles, and packaging materials in North America. It
also provides precision-engineered services to the oil and gas
industry. Its transportation-related businesses account for more
than two-thirds of sales, although the energy-related
manufacturing business tends to have higher margins. Historically,
revenues and cash flows have exhibited significant volatility
because customers adjust the replacement cycles of their truck and
van fleets according to economic conditions and because order
patterns for new fleet vehicles tend to be inconsistent. The
company also has a concentrated customer base in its truck, van,
and energy businesses," S&P said.

"Operating performance in the first half of 2012 continued to
benefit from improved profitability in the truck body segment,
which more than offset inefficiencies in the oilfield machining
business. Although we expect possibly softer revenue performance
in the second half of the year and have assumed a high-single-
digit percentage decline in transportation-related businesses in
2013, we'd expect overall revenue and EBITDA to remain higher than
2011 levels. This is based on our outlook for overall weaker
growth in the U.S. economy. In addition, operational improvements
and the benefits of lean manufacturing efforts should help sustain
profitability. Still, the company has in the past experienced
occasional operational inefficiencies that have temporarily hurt
profitability, and operational execution remains a risk. Overall,
we expect market conditions to remain highly competitive, which
will limit the potential for margin improvement despite a leaner
cost structure," S&P said.

"We view the company's financial risk profile as aggressive.
Credit measures will likely remain volatile, reflecting business
cyclicality. Pro forma for the recent $25 million add-on notes
issuance, adjusted total debt to EBITDA was about 3.5x, and funds
from operations (FFO) to total debt was about 20% as of June 30,
2012. We believe these metrics could weaken somewhat next year but
that they will remain consistent with our expectations for the
rating at about 4x-5x debt to EBITDA and 10%-15% FFO to total
debt. The company holds a sizeable cash balance of about $125
million. Although shareholder distributions are likely, we expect
these would remain measured, and we believe the company will more
likely redeploy excess cash for internal or external growth
initiatives. The rating takes into account both the company's
frequent acquisitions and the sole control of its shareholder and
founder, John Poindexter. Execution of the company's business and
financial strategy largely depends on Mr. Poindexter," S&P said.

"The outlook is stable. We believe that the rating can accommodate
the possibility of less favorable business conditions in the
company's key transportation and energy market in 2013, and that
leverage will likely remain below 5x," S&P said.

"We could lower the rating if the company's operating performance
falls short of our expectations, either because of a cyclical
downturn or operational inefficiencies. For instance, if EBITDA
weakened toward $45 million because of an inability to sustain
improved margins in the truck body segment amid lower demand
conditions, leverage would likely increase toward 5x," S&P said.

"A higher rating, though unlikely in the next two years, could be
achieved based on an established track record of margin
performance across key segments, success in implementing external
growth strategies, and a commitment to financial policies that are
consistent with a higher rating," S&P said.


JEFFERSON COUNTY, AL: Courthouse Lease Raises Questions
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, said it has sufficient
courthouse facilities in Birmingham, so it doesn't need the newly
built courthouse and jail in Bessemer, 15 miles (24 kilometers) to
the southwest.

According to the report, abandoning the courthouse may raise a
question about whether the lease for the facility was a bona fide
lease or a disguised financing.  The Bessemer facility was built
by the Jefferson County Public Building Authority using $87
million in bonds guaranteed by Ambac Assurance Corp.  First
Commercial Bank is indenture trustee for the bondholders.

The report relates that the county was given permission from the
bankruptcy court earlier this year to make an interest payment
using a reserve fund.  There is now $2.5 million left in the
reserve fund, enough to cover the $2 million interest payment due
Oct. 1.  The county leases the Bessemer facility from the
authority.  The bondholders' security includes the income stream
from the county.  Otherwise, the authority isn't liable to pay the
bonds if the county doesn't pay rent.

The report notes that primary funding for the courthouse rent was
a county occupation tax that the state rescinded. Without
replacement revenue, the county says it can't cover the lease
payments.  Since there are adequate facilities in Birmingham, the
county scheduled a Sept. 13 hearing for permission to terminate
the lease.  The county said it negotiated unsuccessfully with
Ambac and the indenture trustee to reduce debt on the bonds.

The Bloomberg report discloses that if the county terminates the
lease and the judge concludes it was a lease and not a disguised
financing, the damage claim for breach of lease would be limited
under bankruptcy law to no more than three years' rent, or a
fraction of what's owing on the bonds.  If Ambac or the indenture
trustee were to convince the judge it's a disguised financing,
unsecured claims against the county might include the unpaid
balance owing on the bonds.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JHK INVESTMENTS: Files for Chapter 11 to Stop Lenders
-----------------------------------------------------
JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Connecticut on Aug. 29,
estimating under $100 million in assets and more than $10 million
in liabilities.

On the petition date, JHK Investments quickly commenced an
adversary proceeding against Bay City Capital Fund V, L.P., Bay
City Captial Fund V Co-Investment Fund, L.P., Eleuthera
Administrative Co., LLC.

The Debtor has filed an application to employ Zeisler and Zeisler
as counsel.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the worl for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.

On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the
pledge agreements insofar as they purported to register the
Principals' interest in JHK in the name of Eleuthera, as nominee
for Bay City, and purported to reserve their right to exercise
voting rights in JHK.

Counsel to the Debtor, Craig I. Lifland, Esq., at Zeisler and
Zeisler, explains in court filings stressed the importance of the
Principals' ownership and control of the Debtor.  He said that any
effort by Bay City to wrest the Principals' ownership and/or
control of the Debtor would denude the Debtor of a valuable asset
-- the undeniable expertise and skill of its management.

As basis for the suit, the Debtor claims that any further effort
by Bay City to west control would be a violation of the automatic
stay.  The Debtor asks the judge to enter a restraining order to
enjoin Bay City from taking any action to exercise any voting
powers pertaining to the Debtor.


KNIGHT CAPITAL: TD Ameritrade Chief, Two Others Join Board
----------------------------------------------------------
Knight Capital Group, Inc., announced the appointments of Martin
Brand, Matthew Nimetz and Fred Tomczyk to the Board of Directors,
effective as of Aug. 27, 2012.

Mr. Brand is a Managing Director at The Blackstone Group with far-
reaching experience in international growth investing as well as
corporate strategy, finance and oversight.  Mr. Nimetz is an
Advisory Director at General Atlantic and brings substantial,
high-level perspective as an advisor, investor, executive, lawyer
and diplomat acquired over more than 40 years in the private and
public sectors.  Mr. Tomczyk is President and Chief Executive
Officer of TD Ameritrade and possesses more than 25 years of
experience in the financial services industry encompassing retail
brokerage, wealth management, insurance and banking.

"Knight is pleased to add individuals with such deep and varied
expertise to the Board of Directors," said Tom Joyce, Chairman and
chief executive officer, Knight Capital Group.  "Martin, Matt and
Fred understand the simple yet powerful draw of Knight's deep
liquidity, high-quality trade executions and low execution costs.
We look forward to sharpening Knight's competitive strengths to
deliver on behalf of clients and shareholders with added insights
from our new directors and the experience of the full board."

The additions of Messrs. Brand, Nimetz and Tomczyk to Knight's
board increases the number of directors to ten.

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

                        http://is.gd/C3vwHj

                        About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


KNIGHT CAPITAL: TD Ameritrade Owns 7.1% of Class A Shares
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, TD Ameritrade Holding Corporation disclosed
that, as of Aug. 27, 2012, it beneficially owns 26,000,013 shares
of Class A Common Stock, par value $0.01 per share, of Knight
Capital Group, Inc., representing 7.1% of the shares outstanding.

TD Ameritrade previously reported that as of Aug. 6, 2012, it
beneficially owns 26,666,680 class A shares representing 7.3% of
the shares outstanding.

A copy of the amended filing is available for free at:

                       http://is.gd/TfWe9P

                      About Knight Capital

Knight Capital Group (NYSE Euronext: KCG) --
http://www.knight.com/-- is a global financial services firm that
provides access to the capital markets across multiple asset
classes to a broad network of clients, including broker-dealers,
institutions and corporations.  Knight is headquartered in Jersey
City, N.J. with a global presence across the Americas, Europe, and
the Asia Pacific regions.

At the start of trading on Aug. 1, Knight Capital installed a
trading software to push itself onto a new trading platform that
the New York Stock Exchange opened that day.  But when Knight's
new system went live, the firm "experienced a human error and/or a
technology malfunction related to its installation of trading
software."  The error caused Knight to place unauthorized offers
to buy and sell shares of big American companies, driving up the
volume of trading and causing a stir among traders and exchanges.
The orders affected the shares of 148 companies, including Ford
Motor, RadioShack and American Airlines, sending the markets into
upheaval.  Knight had to sell the stocks that it accidentally
bought, prompting a $440 million pre-tax loss, the firm announced
Aug. 2.

Knight Capital averted collapse after announcing Aug. 6 that it
has arranged $400 million in equity financing with Wall Street
firms including Jefferies Group, Inc., which conceived and
structured the investment, as well as Blackstone, GETCO LLC,
Stephens, Stifel Financial Corp. and TD Ameritrade Holding
Corporation.

Knight has said that the software that led to the Aug. 1 trading
issue has been removed from the company's systems. The New York
Stock Exchange nonetheless said Aug. 7 said it "temporarily"
reassigned the firm's market-making responsibilities for more than
600 securities to Getco, the high-speed trading firm that also
invested in Knight.

"This event severely impacted the Company's capital base and
business operations, and the Company experienced reduced order
flow, liquidity pressures and harm to customer and counterparty
confidence," the Company said in its quarterly report for the
period ended June 30, 2012.  "As a result, there was substantial
doubt about the Company's ability to continue as a going concern."

Following the event of Aug. 1, 2012, the Company has begun an
internal review into such event and associated controls.

The Company's balance sheet at June 30, 2012, showed $9.19 billion
in total assets, $7.69 billion in total liabilities and $1.49
billion in total equity.


LEHMAN BROTHERS: Court Approves Claims Discovery Process
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the procedures proposed by Lehman Brothers Holdings Inc.
in connection with discovery related to the company's omnibus
objections to claims based on restricted stock units and
contingent stock awards.

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

In connection with the discovery, the bankruptcy court also
approved a process governing disclosure of confidential
information by the company to holders of the claims and vice-
versa.

The procedures are outlined in the August 27 court order, which is
available at http://bankrupt.com/misc/LBHI_OrdCDP082712.pdf

In a related development, Lehman asked the bankruptcy court to
issue a ruling rendering the August 27 order applicable to all
pending claims identified in the company's 347th omnibus
objection.

The company filed the omnibus objection on August 24 to reclassify
as equity interests 21 claims based on restricted stock units or
contingent stock awards issued between 2003 and 2008.

Lehman said that to the extent any of the holders of the claims
timely respond to the 347th omnibus objection, and the claims
remain pending following a hearing on its request, those claimants
should be included in the same discovery process as all other
holders of claims based on RSUs or CSAs.

A court hearing to consider approval of Lehman's request is
scheduled for September 27.  Objections are due by September 20.

                       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: OMX Timber Claims Officially Cut by $400-Mil.
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement that
cuts OMX Timber Finance Investments II, LLC's claim against Lehman
Brothers Holdings Inc. by $400 million.

OMX Timber filed more than $844.8 million claim against the
company, 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 court-approved 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, about $11 million of Boise's $833.7 million claim
against Lehman will be disallowed under the deal.

                       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.

                      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: Deutsche to Pay $41.9MM for Derivates Deal
-----------------------------------------------------------
Judge James Peck approved a settlement between Lehman Brothers
Holdings Inc. and Deutsche Bank National Trust Co. related to the
company's derivatives contracts with trusts administered by the
bank.

Under the deal, Deutsche Bank will hand over all of the cash
withheld from Lehman units.  As a result, Lehman Brothers Special
Financing Inc. will get $38.6 million while Lehman Brothers
Derivatives Products Inc. will get $3.3 million.

Lehman had fought for more than two years with Deutsche Bank over
what the company said were payments owed to its two affiliates
related to swap agreements.  Deutsche Bank had argued that
Lehman's 2008 bankruptcy eliminated its obligation to make the
payments, prompting Lehman to sue, Fox Business reported.

                       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 Protocol for Navigator Sale
-----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
obtained a court order approving the procedures the trustee
proposed in connection with the sale of Navigator Holdings Ltd.'s
shares.

James Giddens, the court-appointed trustee, plans to sell
4,406,763 shares of Navigator to entities sponsored by or
affiliated with WL Ross & Co. LLC or to another buyer making a
better offer.

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

The sale agreement between the trustee and WL Ross initially
contained a "no-shop clause," which barred the trustee from
soliciting a rival offer.

Earlier, a lawyer for the trustee told Judge James Peck that the
"no-shop" provision has been removed from the sale agreement at
the request of Lehman, Fox Business reported.

While the removal of the provision makes higher bids more
possible, buyers could be deterred by the fact that Navigator has
a "poison pill" in place that would require board approval if any
outside group acquires 15% or more of its shares, according to the
Fox report.

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

Any offer from a rival buyer must be submitted to the Lehman
trustee on or before September 12.

                       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 Won't Certify Class for RSU & CSA Claimants
------------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan denied a motion to certify
a class of Lehman Brothers Holdings Inc. claimants.

Lehman had objected to the request, saying the claimants failed to
show that certification of the putative class "would be consistent
with the goals of bankruptcy."  The company also said it would be
forced to continue to hold reserves on account of $100 million in
claims and that adding the reserve would impact the size of any
upcoming distribution to creditors.

Michael McCully and Michael Mullen asked the Court to certify a
class of the 256 claimants named in the Debtors' 313th and 319th
omnibus objection to claims.  These claimants were former
employees of Lehman Brothers Holdings Inc. or its affiliates who
entered into restricted stock units agreements or contingent stock
awards agreements.  Messrs. McCully and Mullen assert that the RSU
and CSA agreements were executory contracts requiring future
performance, while stock options are not.

Messrs. McCully and Mullen also argue that they have complied
with Rule 9014 of the Federal Rules of Bankruptcy Procedure and
Rule 23 of the Federal Rules of Civil Procedure and they have
satisfied the numerosity, commonality, typicality, and adequacy
requirements of Civil Rule 23(a).

                       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.


LNR PROPERTY: S&P Affirms 'BB-' Issuer Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services is revising its outlook on LNR
Property LLC to developing from stable. "At the same time, we are
affirming our 'BB-' issuer credit rating on LNR," S&P said.

'Our developing outlook on LNR reflects our belief that its owners
are considering selling the company and that there is at least a
one-in-three chance that we could change the rating within a
year," said Standard & Poor's credit analyst Brendan Browne. "If
consummated, a sale could positively or negatively affect our
ratings on LNR and its debt issues depending on factors such as
the buyer's credit profile, how the buyer incorporates LNR into
its structure, and any changes to LNR's financial position."

"LNR has not publicly said whether it is for sale, and we are
uncertain of the likelihood of sale. However, there have been
indications that a sale is being strongly considered. For
instance, a large shareholder in LNR recently publicly stated that
LNR was exploring 'strategic alternatives,'" S&P said.

"We could lower the ratings if a buyer with a weaker credit
profile than LNR purchased the company," said Mr. Browne. "In the
event that a stronger buyer purchased LNR, we could change the
ratings based on how the buyer integrates LNR in its structure,
our perception of LNR's strategic importance to the buyer, and
LNR's financial position following the sale. For instance, we
could raise our ratings on LNR's debt if a higher-rated buyer
guaranteed the issues or fully integrated LNR."


LOUISIANA-PACIFIC CORP: S&P Affirms 'BB' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tenn.-based Louisiana-Pacific Corp. to stable from
negative. "At the same time, we affirmed all existing ratings
including our 'BB' corporate credit rating on the company," S&P
said.

"The outlook revision reflects our view that improved demand
related to a recovering home construction sector will lift
Louisiana-Pacific's EBITDA off deep cyclical lows to levels
sufficient to comfortably cover interest expense and to drop
leverage below 4x next year," said Standard & Poor's credit
analyst James E. Fielding.

"The 'BB' corporate credit rating on Louisiana-Pacific reflects
our opinion of the building materials manufacturer's financial
risk as 'significant' and its business risk as 'fair.' Strengths
include a strong liquidity position that enabled the company to
endure a severe housing correction and its good operating leverage
that now positions the company to take advantage of an expected
housing recovery. Still, the company's end markets are
concentrated and will continue to contribute to volatile credit
measures through housing cycles," S&P said.

"Louisiana-Pacific is a leading manufacturer of building materials
with operations in the U.S., Canada, and South America. The
company's earnings vary widely because of cyclical demand and
volatile pricing for its products; fluctuations in fiber, energy,
and resin costs; changes in the U.S.-Canadian dollar exchange
rate; and seasonal factors. Over a cycle, we believe new
construction represents about 80% of OSB and 95% of engineered
wood products demand, and as a result Louisiana-Pacific has
experienced depressed volumes in these segments throughout the
recent housing downturn. Sales in the company's siding segment
have held up better because a higher percentage of these products
are sold for residential remodeling purposes, which have not
experienced as severe a decline," S&P said.

"The stable outlook reflects our baseline view that a more
favorable operating environment will lift EBITDA off deep cyclical
lows to levels sufficient to bring leverage below 4x over the next
12 months. We also expect FFO to debt to climb from recent
cyclical lows into the 20% to 30% range that we typically
associate with a significant financial risk profile in 2013," S&P
said.

"We could lower our rating on Louisiana-Pacific if the housing
recovery stalls and financial measures remained more indicative of
an aggressive financial profile (e.g. debt to EBITDA sustained
above 4x or FFO to debt below 20%). A downgrade would be highly
likely, in this scenario, particularly if Louisiana-Pacific did
not take steps to preserve liquidity in the $250 million to $300
million range that management typically targets during cyclical
downturns," S&P said.

"We would upgrade Louisiana-Pacific if credit measures improve
more significantly than we currently anticipate such that leverage
drops and is sustained at the lower end of the 2x to 3x range that
we typically associate with an intermediate financial risk
profile. We view this scenario to be unlikely until the U.S.
housing market bounces back closer to the historical norm (e.g.
1.5 million annual starts), which we do not expect to occur until
2015 at the earliest," S&P said.


MEDFORD VILLAGE: Lennar Wants Judge to Allow Foreclosure Action
---------------------------------------------------------------
Carol Comegno at CourierPostOnline.com reports that U.S. Home
Corp, aka Lennar Corp., is asking a federal judge to allow its
pending foreclosure of a 280-acre site owned by Medford Village
East Associates LLC along Route 70 at Eayrestown Road.

The report notes Medford Village East Associates filed for
bankruptcy protection earlier this month, saying it is "unable to
pay its debts as they mature."  The Chapter 11 bankruptcy filing
occurred before the Medford property was to face a sheriff's sale.

The report relates Lennar said Medford Village East has not
returned a $6 million deposit that Lennar paid under a tentative
$60 million deal to buy the property and develop it pending
township approval.  Medford council members in November rejected
the latest development proposal for Medford Crossings.

The report notes the council members declined to approve a 30-year
agreement in lieu of property taxes or to finance $30 million in
infrastructure for 768 residential units and a commercial
component.

The report, citing court documents, says Lennar accused Medford
Village East Associates of filing for bankruptcy "in bad faith" as
a way to avert foreclosure.

The report adds Medford Village East Associates, a Voorhees-based
firm managed by lawyer Stephen Samost, first proposed the
developments on both sides of Route 70 in 1995.  Then known as
Easttown and Eayrestowne, the two developments called for more
than 500 homes with some affordable housing, outlet stores and a
movie theater.  That plan changed several times after Mr. Samost
sued the township in 1996 and a prior builder went bankrupt.

The report says Superior Court Judge Michael Haas in Mount Holly
in January dismissed the lawsuit and allowed foreclosure.

According to the report, Medford solicitor Christopher Norman had
no comment on the federal filings but said the township supports
the Haas decision and will defend it against Mr. Samost's appeal.

The report says the bankruptcy court in Camden has ordered Medford
Village East to amend its Aug. 8 filing by supplying required
financial documents that are missing and listing all creditors.

The report notes Lennar was not listed as a creditor in the
filing.  The five listed, including the Medford tax collector,
have combined bills to the corporation totaling less than $20,000
while the corporation lists assets of between $50 million and
$100 million.

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012,
estimating assets of at least $50 million and liabilities of just
under $10 million.  The Debtor owns properties in Medford
Township, Mt. Laurel Township, Borough of Clayton, Borough of
Barrington, Voorhees Township and the Midwest.  The Debtor hired
Maschmeyer Karalis P.C. as bankruptcy counsel and Hyland Levin,
LLP as special counsel.  The petition was signed by Stephen D.
Samost, managing member.


MEDIMPACT HOLDINGS: Moody's Raises CFR to Caa1'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
MedImpact Holdings, Inc., the borrowing entity for MedImpact
Healthcare Systems, Inc., to Caa1 from Caa2 with a stable outlook.
At the same time, Moody's affirmed MedImpact's other ratings,
including its Caa1 PDR and Caa3 senior secured note rating.

Rating upgraded:

MedImpact Holdings, Inc.

  Corporate Family Rating to Caa1 from Caa2

Ratings affirmed with point estimate revision:

MedImpact Holdings, Inc.

  PDR at Caa1

  Senior secured notes at Caa3 (LGD 5, 88%)

  Speculative grade liquidity rating at SGL-3

Ratings Rationale

The upgrade to a Caa1 CFR is based on Moody's belief that
MedImpact's recent contract gains should help stabilize
profitability.

MedImpact's Caa1 CFR reflects its high leverage, small revenue
base, and historical lack of financial controls stemming from a
highly concentrated ownership structure. The rating also considers
MedImpact's position as a small niche pharmacy benefit manager
(PBM) that serves mid-sized customers, including hospital systems,
regional managed care organizations and state Medicaid health
plans. Because MedImpact acts solely as an agent and does not
purchase drugs or own mail order fulfillment or specialty
services, its revenue base is very small compared to larger PBMs.
Competition in the sector is expected to rise as as result of
recent consolidation among larger players including Express
Scripts and Medco Health Solutions as well as SXC Health Solutions
and Catalyst Health Solutions. The maturing PBM sector faces
profit compression due in part to limited membership growth and
push-back on pricing.

The stable outlook reflects Moody's expectation that the company
will see improved performance supported by new contract wins and
more stable revenue per claim. If MedImpact realizes improved
sales and profitability so that Moody's expects deleveraging to
occur (and debt/EBITDA is below 5.0 times), the ratings could be
upgraded. In addition, Moody'swould need to see positive working
capital and free cash flow sustained. This further assumes that
management demonstrates a commitment to more conservative
financial practices. If operating results (associated with delays
in client implementation, contract renewals or loss of members)
deteriorate, the ratings could be downgraded. A need to borrow to
address payable needs and weakened liquidity could also result in
a rating downgrade.

The company's SGL-3 reflects its adequate liquidity profile,
characterized by limited cash flow generation and highly variable
cash flow due to working capital swings, which may require draws
on MedImpact's modest sized ABL revolver. While the ABL is backed
by allowable receivables, other assets - including real estate and
those related to aviation - secure the notes payable and therefore
are not available as an alternate liquidity source.

The senior secured notes are secured by equity, providing limited
protection for bondholders. In addition, the presence of sizeable
trade payables along with the $20 million ABL revolver at the
operating company and the secured notes payable at various
restricted subsidiaries result in the senior notes being rated two
notches below the CFR.

The principal methodology used in rating MedImpact Holdings, Inc.
was the Global Distribution & Supply Chain Services Industry
Methodology published in November 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

MedImpact Healthcare Systems, Inc., a wholly-owned operating
subsidiary of MedImpact Holdings, Inc., is a Pharmacy Management
(PBM) headquartered in San Diego, California.


MF GLOBAL: Trustees in Tug of War on Who Can Sue Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a dispute erupted Aug. 29 between the Chapter 11
trustee for MF Global Holdings Ltd. and the separate trustee
liquidating the failed commodity brokerage MF Global Inc.

According to the report, Louis Freeh, the trustee for the MF
Global holding company, charged in a bankruptcy court filing
Aug. 29 that James Giddens, the brokerage trustee, is intending to
hand over lawsuit recoveries to customers that belong instead to
general creditors.

The report relates that in mid-August, Mr. Giddens filed papers in
bankruptcy court for approval of an arrangement where he would
give his claims as trustee to plaintiffs in class-action suits
pending in U.S. District Court in Manhattan on behalf of customers
whose supposedly segregated funds were among the $1.6 billion that
was missing when bankruptcy began.  Mr. Freeh filed papers on Aug.
29 in opposition to the agreement that comes to court for
consideration at a Sept. 5 hearing.  In return for allowing the
class plaintiffs to prosecute Mr. Giddens' claims, lawyers for the
class agreed they will turn all recoveries over to Mr. Giddens for
him to distribute to customers as provided in the Securities
Investor Protection Act.

The report notes that the plaintiffs' legal expenses will be paid
from lawsuit recoveries before the remainder goes to Mr. Giddens.
Once customers' claims are paid in full, the remainder would go
toward claims of general creditors.  Mr. Giddens was appointed as
trustee to liquidate the MF Global brokerage under the Securities
Investor Protection Act.  Mr. Freeh contends that Mr. Giddens is
taking away some claims that properly belong to general creditors
that he should be prosecuting.  He also says there is no incentive
for the class lawyers to seek a higher recovery once customers'
claims are fully paid.

The Bloomberg report discloses that Mr. Freeh argues that
Mr. Giddens' proposal violates SIPA.  Citing to decisions by U.S.
District Judge Jed Rakoff in the SIPA liquidation of Bernard L.
Madoff Investment Securities LLC, Freeh contends that Mr. Giddens'
claims have little value in the first place.  The MF Global
Holdings Ltd. parent and the commodity brokerage subsidiary, MF
Global Inc., went into separate bankruptcies on Oct. 31. The
holding-company parent is under control of Mr. Freeh, while the
broker is under control of Mr. Giddens, a separate trustee
selected by the Securities Investor Protection Corp.

                        About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Corzine Says Trustee's Deal Harms His Defense
--------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that Jon Corzine, the former New Jersey governor and senator who
later led MF Global into bankruptcy, says a bankruptcy trustee's
bid to join customers who are suing him and other former
executives hinders his ability to defend himself.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MUSCLEPHARM CORP: Amends 305 Million Common Shares Offering
-----------------------------------------------------------
MusclePharm Corporation filed with the U.S. Securities and
Exchange Commission amendment no.1 to Form S-1 relating to the
resale of 305,000,000 shares of the Company's common stock, par
value $0.001 per share, by Iconic Hospitality, Ltd., Village
Square S.C., LLC, Caesar Capital Group, LLC, et al., including:

   (i) 43,750,000 shares underlying warrants held by certain
       shareholders who purchased common stock purchase warrants
       in private transactions;

  (ii) 2,950,000 shares underlying warrants issued to consultants
       for services rendered pursuant to consulting agreements;

(iii) 146,204,181 shares of common stock issued to former warrant
       holders in exchange for the cancellation of previously
       outstanding warrants; and

  (iv) 112,095,819 shares of common stock issued to certain
       investors in private placement transactions.

The Company is not selling any shares of common stock in this
offering and, as a result, will not receive any proceeds from this
offering.  All of the net proceeds from the sale of the Company's
common stock will go to the Selling Security Holders.

The Company's common stock is quoted on the OTCBB under the symbol
"MSLP.OB."  On Aug. 28, 2012, the closing bid price of the
Company's common stock was $0.01 per share.  These prices will
fluctuate based on the demand for the Company's common stock.

A copy of the amended prospectus is available for free at:

                        http://is.gd/7YEJde

                         About MusclePharm

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

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

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NAKNEK ELECTRIC: First Amended Disclosure Statement Denied
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska has denied
approval of the First Amended Disclosure Statement explaining
Naknek Electric Association, Inc.'s Plan of Reorganization dated
June 28, 2012, at a hearing held on Aug. 10, 2012.  The Court
directed the Debtor to file an amended disclosure statement and
plan on Sept. 14, 2012.

According to the Disclosure Statement, the Debtor will terminate
its geothermal project, close, plug and abandon the geothermal
well.  If it can raise the preliminary estimate of $804,000 to
plug and abandon its well before the drill rig is shipped out of
Naknek, it will utilize the drill rig.  Otherwise, it will lease a
wire line vehicle, or other similar equipment to satisfy
regulatory requirements that the well be plugged and abandoned.

The geothermal assets will be sold or otherwise disposed to each
lien claimant holding a lien in the geothermal assets.  The
proceeds of the sales or dispositions will be paid to Allowed
Secured Claims having liens against the geothermal assets.
Allowed Secured Claims in the geothermal real property will be the
beneficiaries of a mortgage recorded by the Debtor after the
Effective Date, which mortgage will expire six years after the
Effective Date.

Allowed Secured Claims who are beneficiaries of the mortgage may
reconvey their interests before the first payments to Class 11,
Unsecured Class and participate in the payment to that Class 11.
Class 11 will be paid $3 million over six years beginning in
August 2014.  Class 11 will receive the net proceeds recovered in
avoidance actions.  No return of patronage capital to members will
occur until after final payments under the Plan have been made.
Class 11 will received a subordinated mortgage recorded against
the geothermal property which expires six years after
confirmation.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/NAKNEK_ds_1amended.pdf

               About Naknek Electric Association

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

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

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

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


NECH LLC: Files for Chapter 11 With $290 Million Debt to BofA
-------------------------------------------------------------
NECH, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 12-39607) in Los Angeles, on Aug. 29, 2012.

It said in court filings that it owes Bank of America, N.A.,
$283.79 million, secured by the Debtor's property in Baldwin Park,
California, which is worth only $6 million.  There's another $2.84
million debt to BoA, which is fully secured by property in Covina,
California.  It assets total only $9.83 million, according to the
schedules, a copy of which is available at:

         http://bankrupt.com/misc/cacb12-39607.pdf

The company's business generated only $800,000 in income from 2010
to 2011.

Robert I. Havai and Havai Children's Trust own the company.

The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, in
Glendale, California.


NOVELIS INC: Moody's Lowers CFR/PDR to 'B1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the Speculative Grade
Liquidity Rating of Novelis Inc. to SGL-3 from SGL-1. All other
ratings, including the B1 Corporate Family Rating and Probability
of Default Rating, Ba2 senior secured rating and B2 senior
unsecured rating were affirmed. The outlook is stable.

Ratings Rationale

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-1 reflects Moody's expectations for reduced EBITDA, and
cash flow, incremental debt increases to fund capital expenditures
and working capital requirements and consequent likely tightening
in the covenant cushion in the next 12 months

Net sales for the first quarter of fiscal 2013 were 18% lower
versus the same period in fiscal 2012, as a result of an
approximate 6% decline in shipments and lower average aluminum
prices. Furthermore, the company expects to invest up to $700
million in CAPEX during fiscal 2013 to fund the expansion of mills
in Brazil and Korea and construct an automobile products finishing
line in the U.S., all of which are anticipated to be completed
over the next two years, with completion of the Brazilian
expansion on target for 2012. Therefore, it is unlikely that the
company will scale back capital expenditures in the near term.
Moody's recognizes that these investments, once fully operational,
should eventually generate additional cash flow for the company.
However, the construction and scaling-up of these facilities will
take time to complete; consequently, these benefits will not be
materially realized within the next 12 months. Moody's anticipates
that increased borrowings under the $800 million asset-based
revolving credit facility (ABL) expiring December 2015 will be
required to cover continued negative free cash flow resulting from
reduced earnings expectations, the capital expenditure
requirements and to support an anticipated ramp-up in working
capital associated with the company's production growth
objectives. At June 30, 2012 availability under the ABL was $607
million and borrowings and letters of credit issued aggregated
$107 million.

Moody's believes that should EBITDA continue at or drop from
recent levels, the company could face tightness in meeting its net
debt to EBITDA covenant as the stronger historical quarters run
off and are replaced by weaker quarters. The covenant stepped down
to no more than 4.5x commencing April 1, 2012 from 4.75x.

The B1 corporate family rating incorporates the company's more
highly leveraged profile following its December 2010
recapitalization, as measured by both the debt-to-EBITDA and debt-
to-capitalization ratios, with limited likelihood of reduction in
absolute debt levels in the near-to-medium term. In addition, the
$1.7 billion distribution to Hindalco under the same transaction
has significantly reduced the company's book equity base and
eliminated its tangible equity cushion given the high level of
intangibles and goodwill. The rating also considers Novelis'
continued sensitivity to sustainable recovery in the segments of
its business that are not related to the can sheet market but
recognizes the company's focus on more value added business in the
automotive market and reduction of more commodity type business
such as the foil operations. The rating acknowledges the company's
large scale, significant market position, and global footprint in
the aluminum rolled products market, including its dominant market
position in the relatively stable beverage and food can sheet
segment and good positions in industrial, transportation and other
high end specialties such as electronics. At the same time, the
rating reflects the variability of Novelis' sales to end markets,
the sensitivity of its earnings to volume levels given the level
of fixed costs, and its low return on assets.

The stable outlook reflects Moody's belief that Novelis will
continue to generate positive operating cash flows given its
strong position in the stable aluminum can segment and growing
exposure in automotive, from which it will be able to consistently
record metrics appropriate for B1 rating. The outlook also
anticipates that market conditions and product demand will remain
at sufficient levels over the next twelve to eighteen months such
that strategic capital expenditures can be accommodated within the
company's financial profile. Furthermore, the outlook assumes that
Novelis will be able to avoid or resolve near-term risks to its
liquidity profile, principally due to tightening of or potential
non-compliance with financial maintenance covenants.

An upgrade is unlikely at this time due to the company's more
leveraged profile following the balance sheet recapitalization and
its concentrated capital expenditure program in 2013 and 2014.
However, an upgrade could be considered should there be a
reduction in Novelis' absolute levels of debt such that debt-to-
EBITDA would drop below 3.5 times on a sustainable basis. Other
indicators of an upgrade would be an EBIT margin sustainable at or
above 5% and sustainable free cash flow-to-debt of at least 4%.

The rating and/or outlook could be pressured should the company
experience sustained volume and margin declines, debt-to-EBITDA of
greater than 5 times, EBIT-to-interest of less than 2 times, or
persistently negative free cash flow. A significant contraction in
liquidity or availability under the ABL could also negatively
affect the rating or outlook.

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

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products. The company operates through
four segments: North America (35.5% of last 12 months (LTM) June
30, 2012 revenues), Europe (34.5% of revenues), Asia (16.2% of
revenues), and South America (12.1% of revenues). While Novelis
sells into a number of end markets, the company ships a meaningful
level to the can sheet market (roughly 61% in fiscal 2012) with
the most of the balance of production going to the foil and
packaging markets (20%), electronics and high-end specialties
markets (13%) and automotive (6%). During LTM June 30, 2012,
Novelis generated approximately $10.5 billion of revenues and
shipped approximately 2.8 million metric tons of rolled aluminum.


NUSTAR LOGISTICS: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service's summary credit opinion on NuStar
Logistics, L.P. and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for NuStar and its
affiliates.

Moody's current ratings for NuStar and its affiliates are:

NuStar Logistics L.P.

  Senior Unsecured (domestic currency) Rating of Baa3 on review
  for downgrade

  BACKED Senior Unsecured (domestic currency) Rating of Baa3 on
  review for downgrade

  BACKED Senior Unsec. Shelf (domestic currency) Rating of
  (P)Baa3 on review for downgrade

  BACKED Subordinate Shelf (domestic currency) Rating of (P)Ba2
  on review for downgrade

NuStar Pipeline Operating Partnership L.P.

  Senior Unsecured (domestic currency) Rating of Baa3 on review
  for downgrade

Ratings Rationale

NuStar's Baa3 senior unsecured rating reflects NuStar's breadth of
midstream assets in the US and abroad and the long established and
essential role of that portfolio within the United States' energy
infrastructure. The ratings were placed under review for downgrade
following the company's announcement in July 2012 that it had
requested and obtained a waiver of a covenant default for the
leverage ratio on their revolving credit facility.

NuStar procured the waiver for the leverage ratio in the revolving
credit that it had just executed in May 2012. Asphalt non-
performance and a sizeable trading loss due to the outside of
normal practice of lifting of hedges in fuels collapsed EBITDA and
precipitated the breach. The waiver was granted but the
fundamental businesses remain unchanged and all segments have
suffered from lack of meaningful growth in operating income and
EBITDA. To partially address this, NuStar has entered into a JV of
its asphalt business. Moody's views it as a de facto distressed
sale of Asphalt with a limit of about a further $100 million of
capital investment that may be required to support ongoing working
capital requirements. NuStar retains a 50% interest but Moody's
gives it no value in its rating. Deconsolidation allows the
removal of the negative LTM asphalt EBITDA for covenant purposes
and removes a large amount of working capital that NuStar
currently carries on its balance sheet. This should address
covenant compliance but does not eliminate the stranded capital
invested in the asphalt business, which has significant ongoing
carrying costs that are economically dilutive and burdensome to
the storage and transport businesses. These businesses do not
generate high returns on capital in the first place.

In order for the outlook to return to stable, the company will
need to bolster both EBIT and EBITDA to a level supporting all
capital employed and have debt / EBITDA at or below 4.5x by year-
end 2012 and in the 4.0x range on an ongoing basis. It must also
bring its return on capital back into line with investment-grade
peers. The ratings may be downgraded if leverage is not
significantly reduced from current levels, after adjusting for the
JV debt deconsolidation, by year-end. The driver of this will need
to be EBITDA growth not equity issuance.

The principal methodology used in rating NuStar was the Global
Midstream Energy Industry Methodology published in December 2010.


OCEAN DRIVE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ocean Drive Investment LLC.
        1320 Ocean Drive
        Miami Beach, FL 33139

Bankruptcy Case No.: 12-30448

Chapter 11 Petition Date: August 28, 2012

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

Judge: Robert A Mark

About the Debtors: The Debtors own the Cavalier Hotel located
                   directly Ocean Drive, in Miami's South Beach,
                   facing the Atlantic Ocean.  Cavalier has 46
                   rooms and is just within walking distance to
                   bars, shops, dining, nightlife, and the nonstop
                   action of South Beach.

Debtors' Counsel: Nicholas B. Bangos, Esq.
                  NICHOLAS B. BANGOS, P.A.
                  100 SE 2 Street, #2600
                  Miami, FL 33131
                  Tel: (305) 375-9220
                  Fax: (305) 375-8050
                  E-mail: nbangos@diazreus.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Entity                          Case No.
        ------                          --------
Cavalier Hotel LLC                      12-30451
  Assets: $0 to $50,000
  Debts: $$10,000,001 to $50,000,000
Cavalier Hotel, South Beach, LLC          N/A

The petitions were signed by Ralph Abravaya, managing member.

A. Ocean Drive Investment LLC's List of Its Five Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Nelly Abravaya                     Loan                   $178,000
6825 NW 169th Street, Apartment G
Hialeah, FL 33015

Marisela Patarino                  Loan                    $70,000
2620 SW 63rd Avenue
Miami, FL 33155

Howze Monaghan & Theriac, PLC      --                      $30,000
96 Willard Street, Suite 302
Cocoa, FL 32922-7947

Bill Sabat                         --                      $20,000

Lucy Alejo                         --                      $10,000

B. Cavalier Hotel LLC's List of Its Six Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Assouline & Berlow, P.A.           Attorney's Fees         $26,000
2700 North Military Trail, Suite 150
Boca Raton, FL 33431

Carlos A. Gil, P.A.                --                       $5,000

Hilda L. Solis                     Judgment               $161,312
Secretary of Labor
United States Department of Labor
61 Forsyth Street SW, Room 7T10
Atlanta, GA 30303

Ismael Petroni                     --                       $5,000

Oscar Mercep                       --                       $5,000

Ridge Hill Holdings ? Miami, LLC   --                   $9,931,682
c/o Blue Ridge Development, LLC
174 West Street, Suite 212
Litchfield, CT 06759


OTOLOGICS LLC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Otologics, LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,905,016
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,223,960
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $64,932
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,687,973
                                 -----------      -----------
        TOTAL                     $2,905,016      $19,976,865

                          About Otologics

Otologics, L.L.C., filed a Chapter 11 petition (Bankr. E.D. Mo.
Case No. 12-47045) in St. Louis on July 23, 2012, intending to
sell its assets to Cochlear Limited.

Otologics was founded in 1996 to acquire ceratin implantable
hearing device technology from Storz Instrument Co, and further
develop and test such technology for future commercial
marketability.  The Debtor's first product, the semi-implantable
MET (middle ear implant) has received the CE Mark and is currently
being sold in Europe.  In October 2006, the Debtor completed the
European clinical trial for its second product, the fully
implantable CARINA middle ear implant, and received the CE Mark,
authorizing European sales. In the United States, the CARINA fully
implantable device is currently in Phase II clinical trials.

The Debtor's proprietary technology is protected with roughly
40 U.S. patents, 17 pending applications, and 46 proposed
applications.  The Debtor also has roughly 11 issued patents and
18 pending patent applications in various international
jurisdictions.  The patents cover hearing implant systems,
actuators, electrical stimulation and implanted microphones.  The
Debtor owns or has exclusive, worldwide licenses to these patents
and applications, many of which cover the design and manufacture
of its products.

Cochlear is a global participant in the hearing impaired device
industry. It is publicly traded on the Australian Stock exchange
and has over 2,500 employees.

Bankruptcy Judge Charles E. Rendlen III oversees the case.
Otologics is represented in the case by Thompson Coburn LLP as
lead bankruptcy counsel, and Roberts & Olivia LLP as special
counsel.

The petition was signed by Jose H. Bedoya, chief executive
officer.


PACIFIC THOMAS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Pacific Thomas Corporation, filed with the U.S. Bankruptcy Court
for the Northern District of California, Oakland Division its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $17,705,000
  B. Personal Property            $2,255,679
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,419,317
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,063,157
                                 -----------      -----------
        TOTAL                    $19,960,679      $16,482,475

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.


PATRIOT COAL: Committee Taps Schotz Meisel, Debtor Adds Attorneys
-----------------------------------------------------------------
BankruptcyData.com reports that Patriot Coal's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
motion to retain Schotz, Meisel, Forman & Leonard (Contact:
Michael D. Warner) as conflicts counsel at these hourly rates:
member and special counsel at $325 to $775, associate at $210 to
$385 and paralegal at $160 to $245.

According to the report, the Debtors also filed applications to
retain:

   -- Steptoe & Johnson (Contact: David Morrison) as special
      counsel at hourly rates ranging from $75 to $235;

   -- Thompson Coburn (Contact: Roman Wuller) as special
      counsel at hourly rates ranging from $170 to $510;

   -- Bowles Rice McDavid Graff & Love (Contact: Mark B.
      D'Antoni) as special counsel at these hourly rates:
      attorney at $100 to $300 and paralegal at $35 to
      $125; and

   -- Jackson Kelly (Contact: Michael T. Cimino) as special
      counsel at these hourly rates: member at $175 to $395,
      associate and staff attorney at $145 to $250, counsel
      at $199 to $325 and paraprofessional at $64 to $150.

                         About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Was Set Up to Fail, Union Leader Says
---------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the head of the
United Mine Workers of America International on Tuesday accused
former Patriot Coal Corp. parent Arch Coal of dooming the company
for bankruptcy in a 2005 spinoff that saddled it with long-term
liabilities it couldn't sustain.

Bankruptcy Law360 relates that UMWA President Cecil E. Roberts
said in a speech before thousands of members in Evansville, Ind.,
that the union would do "whatever it takes" to protect the
benefits of active workers and retirees and their families during
Patriot's Chapter 11 restructuring.

                        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.


PEMCO WORLD: Sun Capital Completes Acquisition
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pemco World Air Services Inc. witnessed the first
court-approved sale of the business fall apart.  The second sale,
to secured lender Sun Capital Partners Inc., was approved by the
bankruptcy court on Aug. 9 and completed on Aug. 24.

According to the report, Sun Capital, based in Boca Raton,
Florida, stepped in when the originally approved sale to an
affiliate of VT Systems Inc. didn't work out.  The buyer is taking
over Pemco's name.  The bankrupt company is changing its name to
WAS Services Inc.

The report relates that a Sun Capital affiliate acquired the $31.8
million in senior secured debt from Merrill Lynch Credit Products
LLC and was also the holder of a $5.6 million subordinated secured
loan.  In addition, Sun Capital provided $6 million in financing
for the Chapter 11 effort.  Pemco's facilities are in Tampa,
Florida, and Erlanger, Kentucky.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PEREGRINE FINANCIAL: Judge Wants Proposed Pay Hike Explained
------------------------------------------------------------
Jacob Bunge, writing for Dow Jones Newswires, reports that
Bankruptcy Judge Carol Doyle at a Court hearing Thursday sought
further justification for a move to boost pay for Rebecca Wing,
the general counsel of collapsed brokerage firm Peregrine
Financial Group Inc.  Ira Bodenstein, the court-appointed trustee
liquidating Peregrine, had sought to increase Ms. Wing's annual
compensation by about $20,000.  A group of Peregrine customers
objected, saying it hadn't been adequately explained and noting
that clients of the failed firm have yet to get back any of the
money they had on deposit with Peregrine.  Judge Doyle called it
"a very odd request" and held off on approval until Mr. Bodenstein
and his lawyers explained their rationale.

Ms. Wing earned total compensation of about $380,220 in 2011,
according to court documents. The Trustee is seeking authority to
increase the annual compensation to $400,000.

"I want to know why I should increase somebody's salary by $20,000
in this situation," Judge Doyle told the court Thursday, according
to the report.

The report says Robert Fishman, a lawyer for the trustee, said he
intended to flesh out the rationale early this week in a separate
court filing.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PEREGRINE FIN'L: Scandal Leads Regulator to Order External Review
-----------------------------------------------------------------
Jacob Bunge at Dow Jones' Daily Bankruptcy Review reports that the
fallout from the collapse of Peregrine Financial Group Inc. has
led a key futures industry regulator to order an external review
of its operations and consider dropping some staff bonuses,
according to people familiar with the matter.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


RAVENWOOD HEALTHCARE: Files Amended Schedules of Assets & Debts
---------------------------------------------------------------
Ravenwood Healthcare, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Louisiana its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,040,862
  B. Personal Property            $1,520,921
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,554,078
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $771,935
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $787,211
                                 -----------      -----------
        TOTAL                     $9,561,783      $24,113,224

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RESIDENTIAL CAPITAL: Asks for 60-Day Plan Exclusivity Extension
---------------------------------------------------------------
Residential Capital LLC and its debtor-affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to extend their exclusive period to file a
Chapter 11 plan of reorganization by nine months, and their
exclusive period to solicit acceptances of that plan by 60 days
following the expiration of the exclusive plan filing period.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
explains that the Debtors seek extension of their exclusive plan
filing and solicitation periods because the Court has made it
clear that the Debtors will not be permitted to solicit votes on
any plan until the investigation conducted by the Chapter 11
Examiner will be conducted.

Mr. Lee adds there is still much work to be done to file and seek
confirmation of a Chapter 11 plan.  The Debtors anticipate that
the time will be well spent working cooperatively with their key
parties-in-interest in working towards a consensual Chapter 11
plan.

                     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.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Loses Bid to Pay Up to $7MM to Key Insiders
----------------------------------------------------------------
Judge Martin Glenn, in a memorandum dated August 28, denied,
without prejudice, Residential Capital LLC and its affiliates'
request for authority to implement a key employee incentive plan
to award between $4.1 million and $7 million in the aggregate to
17 key insiders after determining that the KEIP is primarily
retentive in nature and accordingly subject to the more rigid
requirements of Section 503(c)(1) of the Bankruptcy Code.  Judge
Glenn, however, acknowledged that certain aspects of the KEIP may
be permissible and the motion may be filed again with
modifications conferred with the U.S. Trustee and other parties-
in-interest.

ResCap plans to resubmit an incentive plan consistent with the
court's decision, after consulting with the U.S. Trustee and other
parties, Reuters reports, citing company spokeswoman Susan
Fitzpatrick.

"ResCap believes the plan is necessary to help our company
maintain operational stability, transition the business as a
going concern, and successfully emerge from the Chapter 11
process having preserved its value for all stakeholders," Reuters
cited Ms. Fitzpatrick as saying.

Under the proposed KEIP, the only thing that KEIP Participants
have to do for their award to vest is to remain with the Debtors'
businesses until the closing of the two asset sales that were
substantially negotiated prepetition, Judge Glenn pointed out.
Under the facts and circumstances of the case, the Court
concluded that absent requiring additional challenging
performance metrics, the largest component of the KEIP is
primarily retentive.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that ResCap followed the same fate as Hawker
Beechcraft Inc. when another bankruptcy judge ruled that Hawker's
plan was defective because it "pays a bonus for confirming a plan
that is likely to occur."  Judge Glenn echoed the same ruling when
he held that ResCap's proposal was defective because 63% of the
bonuses for its executives would be earned by completing asset
sales arranged before the Chapter 11 filing.

In 2005, Congress amended the bankruptcy law and the amendments
included the banning of retention bonuses for top executives of
companies in bankruptcy, Mr. Rochelle recounted.

The Bloomberg report disclosed that the $473.4 million of ResCap
senior unsecured notes due in April 2013 last traded Aug. 28 for
24 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $2.1 billion in third-lien 9.625% secured notes due in 2015
last traded Aug. 28 for 97.16 cents on the dollar, according to
Trace.  The third-lien notes traded at par on Aug. 21.

A full-text copy of Judge Glenn's Decision is available for free
at http://bankrupt.com/misc/rescapkeipaug2812.pdf

                       Court Approves KERP

In a separate order, Judge Glenn approved the Debtors' Key
Employee Retention Plan and authorized payments to insiders.  The
Debtors, however, are prohibited from making or accruing any
payments under the KERP to employees that qualify as employees
whose total compensation ranks them as among the top 25 highest
paid employees at Ally Financial Inc. and its subsidiaries,
including the Debtors.  The Debtors are also required to comply
with all the restrictions of the Troubled Asset Relief Program,
and the Debtors are directed to make revisions as necessary to
comply with TARP, including future determination letter issued by
the U.S. Department of Treasury's Office of the Special Master.

Awards under the KERP will aggregate $10.8 million and will be
distributed to 174 employees, including people who work in
finance, legal, origination, technology and other operations,
Reuters pointed out.

Prior to the entry of the Court's ruling on the KERP and KEIP
Motion, Debtors sought and obtained permission from the Court to
file under seal the declaration of Anne Janiczek, chief human
resources officer for the Mortgage Division at Residential
Capital, LLC, and its affiliates.  Ms. Janiczek's declaration
discussed (1) the impact of the TARP Standards for Compensation
and Corporate Governance on the KEIP and KERP plans, (2) the
scope of the employees' additional responsibilities, and (3) the
employees' total compensation package.

According to Ms. Janiczek, the TARP does not restrict the amounts
that can be paid to the employees who are participating in the
KEIP and KERP programs.  Instead, the TARP only restricts (i) the
form of consideration received by the KEIP Participant or Key
Employee as well as (ii) the timing of the payment of the vested
KEIP or KERP award.

Accordingly, as it relates to the motion, the TARP does not add a
retentive element to the KEIP or KERP because it does not
condition an individual's receipt of an award, such as the KEIP or
KERP, on the individual remaining employed with the Debtors, Ms.
Janiczek explained.  Rather, it simply limits an individual's
ability to immediately realize portions of their compensation.

A full-text copy of Ms. Janiczek's Declaration is available for
free at http://bankrupt.com/misc/rescap_janiczekdecl.pdf

                     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.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Chapter 11 Examiner Supplements Work Plan
--------------------------------------------------------------
Arthur Gonzalez, the court-appointed Chapter 11 Examiner,
submitted a supplement to his work plan to address informal
inquiries concerning the component parts of the estimated
aggregate fees and expenses for the examination of the Debtors'
Chapter 11 cases.  The supplemental work plan provides that the
aggregate fee and expense range of $29 million to $36 million
comprises these component ranges:

   -- for the Examiner, $300,000 to $500,000
   -- for the Examiner's counsel, $16.7 million to $19 million
   -- for the Examiner's financial advisor, $12 million to
      $16.5 million.

Meanwhile, Judge Martin Glenn authorized the Chapter 11 Examiner
to issue subpoenas in connection with his investigation into the
Debtors and establish and maintain a centralized document
depository, subject to protocols and procedures.

Ally Financial said in a court filing that it agrees with the
Chapter 11 Examiner that a uniform protective order is required in
the Chapter 11 cases of the Debtors, but suggests that the
proposed uniform protective order should apply to all discovery,
whether conducted by the Examiner, the Official Committee of
Unsecured Creditors, or any other parties-in-interest.

                     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.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Removal Period Extended to Dec. 10
-------------------------------------------------------
Judge Martin Glenn extended the time for Residential Capital LLC
and its affiliates to file notices of removal of civil actions
until the later of December 10, 2012, or, should the Court enter
an order terminating the automatic stay as to a particular civil
action, for that civil action, 30 days after the entry of the
order terminating the automatic stay.

                     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.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Clarifies Terms of RMBS Trust Settlement
-------------------------------------------------------------
Residential Capital LLC and its affiliates, in a supplemental
motion, ask the Bankruptcy Court to approve the compromise and
settlement of an allowed claim of up to $8.7 billion against
certain Debtors to be offered and allocated amongst certain
securitization trusts in accordance with the terms and conditions
of settlement agreements.  The Debtors clarified that the motion
concerns only the RMBS Trust Settlement and that neither the
Motion nor the RMBS Trust Settlement is contingent upon any plan
support agreement with any other party or upon the settlement
between the Debtors and Ally Financial Inc.

The RMBS Trust Settlement resolves alleged and potential
representation and warranty claims held by up to 392
securitization trusts in connection with roughly 1.6 million
mortgage loans and approximately $221 billion in original issue
balance of associated residential mortgage-backed securities,
comprising all of those securities issued by the Debtors'
affiliates from 2004 to 2007.  While the exact amount of the
claims is the subject of debate, in aggregate, the R&W Claims
represent tens of billions of dollars in potential claims against
the Debtors' estates, according to Gary S. Lee, Esq., at Morrison
& Foerster LLP, in New York.

The R&W Claims are the single largest set of disputed claims
against the Debtors' estates by a wide margin, and the RMBS Trust
Settlement would resolve them without the need for protracted,
costly, and all-consuming litigation, Mr. Lee tells the Court.
In addition, the RMBS Trust Settlement is an integral component
of the Debtors' efforts to restructure, Mr. Lee asserts.

                     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.

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).


RAVENWOOD HEALTHCARE: Files Amended Schedules of Assets & Debts
---------------------------------------------------------------
Ravenwood Healthcare, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Louisiana its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,040,862
  B. Personal Property            $1,520,921
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,554,078
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $771,935
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $787,211
                                 -----------      -----------
        TOTAL                     $9,561,783      $24,113,224

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RIVER-BLUFF ENTEPRISES: Files Schedules of Assets and Debt
----------------------------------------------------------
River-Bluff Enterprises, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,040,000
  B. Personal Property            $1,589,454
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,973,675
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,108,065
                                 -----------      -----------
        TOTAL                    $15,629,454      $10,081,740

River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 12-92017) in Modesto, Calif. on July 20,
2012.  The Debtor estimated assets of $10 million to $50 million
and liabilities of at least $1 million.  Judge Ronald H. Sargis
presides over the case.  David C. Johnston, Esq., at Johnston &
Johnston, serves as bankruptcy counsel.  The petition was signed
by Roger Haney, president.


SAN BERNARDINO, CA: Budget Cuts, Firings Still Leave Deficit
------------------------------------------------------------
James Nash at Bloomberg News reports that San Bernardino, the
third California city to seek bankruptcy protection this year, may
fire more than 100 workers and still have a $16.4 million budget
deficit under plans before the City Council.

According to the report, the pre-pendency plan, part of the city's
Chapter 9 reorganization, would dismiss more than 100 of 1,140
employees, reduce hours at three fire stations and close two
centers intended to reduce gang violence.

"We recognize that even with these proposed cuts and reductions,
there's still a budget deficit that needs to be addressed,"
interim City Manager Andrea Travis-Miller told the council on
Aug. 29.

The report relates that the reductions, which include buying fewer
bullets for police and eliminating school crossing guards, would
save about $22.4 million.  That would leave a $16.4 million
deficit in a $166.2 million budget, according to city documents.

Councilwoman Virginia Marquez called the proposals "a bitter pill"
and "catastrophic" for a city with an unemployment rate of 19.9%
in June, more than twice the national average.

The council voted 6-1 to drain special funds for workers'
compensation and liability and unemployment insurance to continue
paying employees and providing basic services. San Bernardino has
about $7.8 million in all of its accounts and owes creditors about
$22 million, Ms. Travis-Miller said.

                     About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SARRIS FINANCIAL: Bankruptcy No Sanctuary for Owner, SEC Says
-------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the now-bankrupt
owner of a Pennsylvania financial advisory firm accused of duping
investors out of $30 million by funneling their money into a
massive Ponzi scheme can't seek sanctuary from the allegations in
bankruptcy court, the federal government said Wednesday, asking a
district court to reopen the temporarily suspended case.

Bankruptcy Law360 relates that the U.S. Securities and Exchange
Commission said that Sarris Financial Group owner Emmanuel L.
Sarris can't use his Chapter 11 filing as a means to protect him
from its $30 million civil suit.

Mr. Sarris filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Fla. Case No. 12-21642) on May 11, 2012


SEARS HOLDINGS: Board Approves Offer to Separate Sears Hometown
---------------------------------------------------------------
Sears Holdings Corporation's board of directors approved the
rights offering transaction pursuant to which Sears Holdings
intends to effect the separation of its Sears Hometown and Outlet
Stores, Inc., subsidiary.

Sears Holdings will distribute transferable subscription rights to
purchase common stock of Sears Hometown on a pro rata basis to
holders of Sears Holdings common stock, except that holders of
Sears Holdings' restricted stock that is unvested as of the record
date will receive cash awards in lieu of subscription rights.  The
cash awards granted to holders of Sears Holdings restricted stock
will be subject to vesting requirements.

The distribution will be made to Sears Holdings' stockholders of
record as of the close of business on Sept. 7, 2012, the record
date for the distribution.  The date of the actual distribution of
the subscription rights is expected to be set by the board of
directors prior to the record date.

In the distribution, Sears Holdings stockholders will receive one
transferable subscription right for each share of Sears Holdings
common stock held as of the close of business on the record date.
The number of subscription rights that will be required to
purchase a share of Sears Hometown common stock from Sears
Holdings is expected to be determined on the record date by
dividing the number of shares of Sears Hometown common stock then
outstanding by the number of shares of Sears Holdings' common
stock then outstanding (less the number of shares of Sears
Holdings' unvested restricted stock).  Fractional shares or cash
in lieu of fractional shares will not be issued in the rights
offering.  Instead, fractional shares resulting from the exercise
of subscription rights will be eliminated by rounding down to the
nearest whole share.

The exercise price of the subscription rights will be $15.00 per
whole share of Sears Hometown.

Additionally, holders of subscription rights who fully exercise
all of their subscription rights may also make a request to
purchase additional shares of Sears Hometown common stock, through
the exercise of the over-subscription privilege, although the
Company cannot assure that any over-subscriptions will be filled.
The subscription rights are transferable and are expected to be
listed on the NASDAQ Capital Market under the symbol "SHOSR."

Following the separation, Sears Holdings will continue to be
listed on the NASDAQ Global Select Market under the symbol "SHLD,"
while Sears Hometown expects to list its common stock on the
NASDAQ Capital Market under the symbol "SHOS."  We expect that
from a date determined by NASDAQ through the distribution date,
there will be two markets in Sears Holdings common stock: a
"regular-way" market and an "ex-distribution" market.  Sears
Holdings common stock that trades on the regular-way market will
trade with an entitlement to subscription rights on the
distribution date.  Shares that trade on the ex-distribution
market will trade without an entitlement to subscription rights on
the distribution date.

The separation is subject to the satisfaction or waiver of a
number of conditions described in Sears Hometown's registration
statement.  If the conditions are met in accordance with the
timing currently contemplated, the Company continues to expect
that the consummation of the rights offering will take place in
the third quarter of fiscal 2012.  Assuming the subscription
rights are exercised in full, upon completion of the separation,
Sears Holdings will cease to have any ownership interest in Sears
Hometown, and Sears Hometown will become a publicly traded company
independent of Sears Holdings.

As part of the separation transactions, Sears Hometown expects to
enter into an asset-based senior secured revolving credit facility
with a group of financial institutions to provide (subject to
availability under a borrowing base) for aggregate maximum
borrowings of $250 million.  Sears Hometown currently expects to
draw $100 million under this facility to pay a cash dividend to
Sears Holdings prior to its separation from Sears Holdings which
will constitute a portion of the $446.5 million in anticipated
gross proceeds to Sears Holdings from the separation transactions.

When available, copies of the prospectus relating to the proposed
rights offering may be obtained from:

         Georgeson Inc.
         199 Water Street
         26th Floor
         New York, NY 10038-3560
         Tel: (866) 695-6074 (toll-free).

A registration statement relating to these securities has been
filed with the SEC, but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at July 28, 2012, showed $21.18
billion in total assets, $16.68 billion in total liabilities and
$4.49 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SHEEHAN MEMORIAL: UNYTS Plans to Acquires Assets
------------------------------------------------
Tracey Drury at Buffalo Business First reports that Upstate New
York Transplant Services is eyeing Sheehan Health System's
facility on Michigan Avenue as a possible new downtown site.

There was a hearing in the case on Aug. 31 before U.S. Bankruptcy
Chief Judge Carl Bucki.  The report says the hearing is considered
a prelude to seeking a buyer for the 145,000-square-foot hospital
that sits on eight acres of land off of Michigan Avenue on
Buffalo's East Side.

The report notes Sheehan closed in June following years of
financial difficulties.  The property, which is listed in the
bankruptcy filing, as having a $3 million book value is listed as
one of the hospital's primary assets along with $3.3 million in
furnishings and equipment.

The report notes UNYTS plans to partner with McGuire Development
to bid on the property once an auction date is set.  UNYTS would
look to take half to two-thirds of the facility.  Mark Simon,
executive director at UNYTS said no specific plans have yet been
determined for the remainder, but there's potential for revenue by
leasing it to a tenant.

According to the report, bankruptcy court cleared liens could make
the sale of the Sheehan property move on a fast track basis.  The
hospital also has $3.17 million in outstanding accounts
receivables, according to the filing, prepared by Garry Graber, a
partner at Hodgson Russ.

The report adds, if the Sheehan site doesn't work out, Mr. Simon
said he'll continue to look for an appropriate downtown site, but
there's no rush.

Based in Buffalo, New York, Sheehan Memorial Hospital filed for
Chapter 11 bankruptcy protection on Aug. 24, 2012 (Bankr. W.D.
N.Y. Case No. 12-12663).  Judge Carl L. Bucki presides over the
case.  Garry M. Graber, Esq., at Hodgson, Russ, LLP, represents
the Debtor.  The Debtor estimated both assets and debts of between
$1 million and $10 million.


SOLYNDRA LLC: Seeks More Time to Negotiate With Creditors on Plan
-----------------------------------------------------------------
Michael Bathon at Bloomberg news reports that Solyndra LLC asked a
judge for more time to negotiate a reorganization plan with
creditors.

According to the report, nearing the first anniversary of its
Chapter 11 filing, Solyndra is seeking to extend its exclusive
right to file a plan to Oct. 30.  The U.S. Energy Department and
the Internal Revenue Service have objected to Solyndra's plan and
disclosure statement, a description of the proposal, demanding
more information on the tax breaks the owners of Solyndra's parent
would get under a restructuring plan.  The U.S. Trustee, an arm of
the Justice Department that monitors bankruptcies, also objected
to the plan, echoing the government's demand for more information.

The report relates that the company is seeking an extension "out
of an abundance of caution" and is "continuing to consensually
resolve pending objections to the plan," Solyndra said in its
fourth submission to lengthen the exclusive period, which was set
to expire on Aug. 31.  The company retains exclusivity while the
request awaits court approval.

                        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.


SOLYNDRA LLC: US Trustee Says Ch. 11 Plan Lacks Info
----------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. trustee on
Tuesday urged a Delaware bankruptcy judge to reject Solyndra LLC's
proposed disclosure statement, saying it lacks crucial information
concerning the one arm of the defunct solar-panel maker slated to
survive under the 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.


SOUTHFIELD OFFICE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southfield Office Building 14, LP
        c/o Robert W. Gray, Builder, Inc.
        29 Ensign Spence
        Williamsburg, VA 23185

Bankruptcy Case No.: 12-12415

Chapter 11 Petition Date: August 28, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Thomas Joseph Francella, Jr., Esq.
                  WHITEFORD, TAYLOR & PRESTON, LLC
                  The Renaissance Centre, Suite 500
                  405 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 357-3252
                  Fax: (302) 357-3272
                  E-mail: tfrancella@wtplaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Entity                        Case No.
        ------                        --------
Southfield Office Building 13, LP     12-12416
  Assets: $500,001 to $1,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Carolyn G. Pugh, on behalf of Robert
W. Gray, Builder, Inc., and Joe M. Knight, member, Southfield
Office Building GP, general partner.

The Debtors each submitted the same list of 20 unsecured
creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Austin                     Real Estate Taxes       $41,840
c/o Marc A. Ott
PO Box 1088
Austin, TX 78767

TIC Properties Management, LLC     Trade Debt              $23,257
101 Main Street, 12th Floor
Attention: Barry Gruebbel, President
Greenville, SC 29601

PJS of Texas Inc.                  Trade Debt              $19,890
1304 W. Oltorf Street
Austin, TX 78704

B Squared Investments, Inc.        Trade Debt              $12,631

TD Industries Inc.                 Trade Debt              $11,921

Warren & Company                   Consulting Contract      $5,000

Site Concepts, Inc.                Contract for Brokerage   $5,000

Twin Oaks Associates Ltd.          Trade Debt               $4,346

Siemans Industry Inc.              Trade Debt               $3,107

Lewis Sign Builders Inc.           Trade Debt               $2,464

Progressive Waste Solutions of TX  Trade Debt               $2,346

Empire Roofing Companies Ltd.      Trade Debt               $2,262

P.S. Landscapes                    Trade Debt               $2,187

Power Clean Inc.                   Trade Debt               $1,862

TICPM AAF JC IRVING                Trade Debt               $1,759

TKE CORP                           Trade Debt               $1,512

AT&T                               Trade Debt               $1,107

Fishman Jackson Luebaker PLLC      Trade Debt               $1,094

Centure Fire Protection Systems    Trade Debt                 $974
LLC

Advanced Filtration Systems LP     Trade Debt                 $910


STEREOTAXIS INC: Amends Prospectus for 2-Mil. Shares Offering
-------------------------------------------------------------
Stereotaxis, Inc., filed with the U.S. Securities and Exchange
Commission a pre-effective amendment no.1 to Form S-1 relating to
the offer and sale, from time to time, of up to 2,035,531 shares
of the common stock, par value $0.001 per share, of Stereotaxis,
Inc., issuable to Alafi Capital Company LLC, Sanderling Venture
Partners VI Co-Investment Fund, L.P., Sanderling Ventures
Management V, Sanderling VI Limited Partnership, and Sanderling VI
Beteiligungs GmbH upon the exercise of warrants to purchase the
Company's common stock held by those selling stockholders.

The Company does not know if any or all of the warrants will be
exercised or if any or all of the shares will be resold.  The
Company will not receive any proceeds from the sale of the shares,
but, assuming exercise of all warrants to which the shares relate,
the Company will receive up to $12,674,159 in proceeds from the
exercise of the warrants prior to those sales, which proceeds
would be used for general corporate purposes.

The Company's common stock is listed on the Nasdaq Global Market
under the symbol "STXS."  On Aug. 28, 2012, the last reported sale
price for the Company's common stock on the Nasdaq Global Market
was $1.79 per share.

A copy of the amended prospectus is available for free at:

                        http://is.gd/zlt2MC

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.


STONER AND COMPANY: Shannon Is Consultant and Expert Witness
------------------------------------------------------------
Stoner and Company sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Colorado to employ Shannon &
Associates as consultant and expert witness.

On May 7, 2012, FirsTier Bank Nebraska, N.A., the Debtor's primary
secured creditor and senior lienholder on the Debtor's Nine
Bridges Property, which consists of three separate parcels
containing a total of 246.939 acres, file a motion for relief form
stay based in significant part upon the assertion that the Debtor
lacks equity in the Nine Bridges Property.

The Debtor hired Shannon to:

      a. estimate the value of the Debtor's Nine Bridges Property;

      b. serve as an expert witness on matters of real estate
         valuation where the need arises, including, without
         limitation, in support of the Debtor's opposition to
         FirsTier's motion for relief from stay;

      c. assist in the Debtor's reorganization efforts on matters
         of real estate valuation; and

      d. provide other appraisal and real estate consultation for
         the Debtor as may be necessary and appropriate.

Shannon will be paid at $200 per hour for its services.

Donald J. Shannon, principal at Shannon, attested to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                      About Stoner and Company

Stoner and Company, based in Fort Collins, Colorado, filed for
Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-10429) on
Jan. 11, 2012.  Judge Elizabeth E. Brown presides over the case.
Daniel W. Alexander, Esq., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and $100,001 to $500,000 in debts.  The petition was signed
by Jay D. Stoner, president.


SYMS CORP: Court Confirms Joint Chapter 11 Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed the Modified Second Amended Joint Chapter 11 Plan of
Reorganization of Syms Corp. and its Subsidiaries.

Under the Plan, Syms creditors holding allowed claims are entitled
to payment in full.  The Plan also provides for Filene's Basement
creditors to receive recoveries from Syms' assets.  Filene's trade
creditors are entitled to payment in full on their allowed claims
and Filene's landlords with allowed lease rejection claims are
entitled to a recovery of 75% on their claims.

Upon the Effective Date of the Plan, Syms will be reorganized and
Reorganized Syms will dispose of Syms' real estate assets over
time to maximize their value for the benefit of creditors and
shareholders.  Pursuant to the terms of the Plan confirmed by the
Bankruptcy Court, the current majority shareholder (Marcy Syms and
entities with which she is affiliated) will sell all of her shares
to Reorganized Syms on the Plan's Effective Date and relinquish
control of the company.

On the Effective Date, Reorganized Syms' initial new board of
directors will be comprised of three directors appointed by the
Equity Committee, one director appointed by the Creditors'
Committee, and one independent director mutually chosen by the
Equity Committee and the Creditors' Committee.

             Marcy Sums to Sell for $19.5-Mil.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that under the confirmed plan, because Syms creditors with $54
million in claims are to be fully paid over several years,
shareholders were permitted to retain their stock.  Creditors will
be paid post-bankruptcy interest on their claims at the federal
judgment rate, which is a fraction of 1%.  Technically, the Syms
plan isn't a liquidation.  The company will remain in existence,
shareholders retain stock and the business can take advantage of
accumulated tax losses to offset income generated as remaining
real estate is sold.  Through mediation in June, Syms and
subsidiary Filene's Basement LLC reached a settlement with the two
official committees representing shareholders and creditors.

The report relates that Marcy Syms, who owns more than 54% of the
existing stock, will sell her shares to the company for $2.49
each, or a total of $19.5 million.

Heraldonline.com notes, upon the Plan effective date, Syms will be
reorganized and Reorganized Syms will dispose of Syms' real estate
assets over time to maximize their value for the benefit of
creditors and shareholders.  On the Effective Date, Reorganized
Syms' initial new board of directors will be comprised of three
directors appointed by the Equity Committee, one director
appointed by the Creditors' Committee, and one independent
director mutually chosen by the Equity Committee and the
Creditors' Committee.

Bloomberg notes Syms closed unchanged Aug. 30 at $3.55 a share in
over the counter trading.  During bankruptcy, the closing peak was
$12.65 on Dec. 12.  The low was $2.70 on Aug. 17.

               About Filene's Basement & Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.


TELETOUCH COMMUNICATIONS: Posts $4.2MM Net Income in Fiscal 2012
----------------------------------------------------------------
Teletouch Communications, Inc., disclosing net income of
$4.17 million on $34.41 million of total operating revenues for
the year ended May 31, 2012, compared with a net loss of $2.50
million on $40.42 million of total operating revenues during the
prior year.

The Form 10-K filed with the U.S. Securities and Exchange
Commission also has a balance sheet showing $14.29 million in
total assets, $20.57 million in total liabilities, and a
$6.28 million total shareholders' deficit as of May 31, 2012.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/7VA0ar

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


THINKFILM LLC: $50-Mil Malpractice Suit Time-Barred, Ex-Atty Says
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that a former lawyer
for movie financier David Bergstein on Wednesday urged a
California judge to toss a $50 million lawsuit alleging she
breached her fiduciary duty to him by helping his longtime counsel
Susan Tregub push five of his entertainment entities into
bankruptcy, arguing the complaint is time-barred.

Attorneys representing Teri Zimon told Los Angeles Superior Court
Judge Alan S. Rosenfield the lawsuit is barred under a one-year
statute of limitations that governs attorney malpractice claims,
Bankruptcy Law360 relates.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TRADER CORP: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Toronto-based Trader Corp. to 'B-' from 'B'. The
outlook is stable.

"At the same time, we lowered our issue-level rating on the
company's first-out, first-lien senior secured revolving credit
facility to 'B+' from 'BB-'. The '1' recovery rating on the debt
is unchanged. In addition, we lowered our issue-level rating on
Trader's first-lien senior secured notes to 'B-' from 'B'. The
recovery rating on the debt is unchanged at '4'," S&P said.

"We base the downgrade on what we view as Trader's very high
adjusted debt to EBITDA resulting from the company's weaker-than-
expected operating performance," said Standard & Poor's credit
analyst Lori Harris.

"Specifically, we were expecting debt leverage to be about 7.5x at
this time; however, it was about 10x for the 12 months ended June
30, 2012. The company's lower revenue base, due to the faster-
than-expected decline in print-based revenue, is a key contributor
to the company's weak performance as it has led to reduced profits
and negative free cash flow," S&P said.

"The ratings on Trader reflect what Standard & Poor's views as a
'highly leveraged' financial risk profile characterized by weak
cash flow protection measures, negative free cash flow, and an
aggressive financial policy given the company's leveraged capital
structure and financial sponsor ownership. The ratings also
reflect Standard & Poor's assessment of a 'weak' business risk
profile owing to Trader's need to complete the transition of the
business to an online and services model, with print being a much
smaller revenue contributor, as well as its participation in the
highly competitive online advertising space," S&P said.

"The stable outlook reflects our belief that Trader's operating
performance will meet our expectations in 2013, including
generating positive free cash flow and maintaining its market
position as a leading provider of advertising and digital
marketing services for automotive dealers in Canada. Downward
pressure on the ratings could result from deterioration in the
company's operations or continued negative free cash flow or less
than a 10% cushion within the leverage covenant should it apply.
Given Trader's very high leverage, we are not contemplating
raising the ratings in the next year. However, we could raise the
ratings if the company demonstrates sustainable improvement in its
operating performance, while strengthening its credit metrics
(including EBITDA cash interest coverage to exceed 2.25x),
resulting in good covenant cushion," S&P said.


TRANSACTA PRIVE: The Orion Developer Files for Chapter 11
---------------------------------------------------------
Transacta Prive Developers, Ltd., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-30635) in Fort Lauderdale, Florida,
on Aug. 29, 2012.

The Debtor estimated more than $50 million in liabilities but just
less than $50,000 in assets.  BankUnited is owed $15 million.

No first day motions were filed other than a request to hire
Charles I. Cohen and the law firm of Furr & Cohen, P.A., as
counsel.

Transacta Prive Holdings, LLC, which owns 50% of the Debtor, has
not filed its own Chapter 11 petition.

Paul Brinkmann at South Florida Business Journal reports that
Transacta Prive, led by Sylvia Coltrane, paid $20.6 million for
the HoJo site during the condominium boom. Transacta assembled
financing from BankUnited and multiple investors for a 20-story
project dubbed The Orion.  Among the biggest investors listed for
the project are BankUnited, which invested $15.03 million before
it was taken over the FDIC, and Terra Investments of Surfside at
$7.7 million.

The report relates the plans stalled amid a legal dispute with the
Bonnet House Museum & Gardens.  According to the Sun Sentinel, the
dispute was settled for $425,000 in 2008, but that's when the
recession kicked in.

The report notes Ms. Coltrane was reportedly considering a cheaper
renovation of the old nine-story hotel that still stands on the
site.

"The No. 1 goal would be to refinance the original project and
continue with the development," the report quotes bankruptcy
attorney Charles Cohen as saying.  Mr. Cohen said the bankruptcy
was prompted by lender deadlines, but he declined elaborate.

The list of investors filed with the bankruptcy petition includes:

  -- A. Woick, N. de Woick, P. W. deLarrea, Buenos Aires,
     $1,668,300 and $1,076,890

  -- Alejandro Celentano, c/o Lima & Rios, Miami, $2,145,000 and
     $1,702,929

  -- American Star Corp., Buenos Aires, $1,662,600

  -- Byrnwick S.A. $897,068

  -- CVE&J Ramirez, Cali, Columbia, $1,101,600

  -- Jarefox S.A., c/o Lima & Rios, Miami, $898,205

  -- Jose & Maria del Carmen Gacio, Sunny Isles Beach, $1,668,300

  -- Liverfell, S.A., c/o Lima & Rios, Miami $898,205

  -- Luis Revuelta, Coral Gables, $1,659,600

  -- New Age Ventures Ltd. c/o Lima & Rios, Miami, $1,391,475 and
     $3,265,250.09

  -- Real Estate Transactions Inc., Surfside, $1,643,987

  -- Silvia Coltrane, Surfside, $2,540,026

  -- Susana Querejazu, Miami Beach, $2,731,390 and $2,731,390

  -- Transacta Prive Holdings, Surfside, $2,235,930


TRAVELPORT HOLDINGS: Extends Maturity Date of Loans for 1 Year
--------------------------------------------------------------
On Aug. 23, 2012, Travelport Limited entered into a revolving
credit loan modification agreement relating to the Fourth Amended
and Restated Credit Agreement.  The Revolving Credit Loan
Modification Agreement, among other things, extends the maturity
date of certain of the revolving credit loans and commitments
under the Fourth Amended and Restated Credit Agreement to Aug. 22,
2013.

In connection with the Revolving Credit Loan Modification
Agreement, certain lenders holding revolving credit commitments
under the Fourth Amended and Restated Credit Agreement, which were
set to expire Aug. 23, 2012, assigned those commitments to
Travelport Finance Inc. pursuant to assignment and assumption
agreements dated Aug. 22, 2012.  The only lender that extended its
revolving credit loans and commitments pursuant to the Revolving
Credit Loan Modification Agreement was the Travelport Revolving
Lender.

In connection with those assignments, Travelport LLC, as borrower,
and the Travelport Revolving Lender entered into a letter
agreement with UBS AG, Stamford Branch, which is the
administrative agent, the collateral agent, and the L/C issuer
under the Fourth Amended and Restated Credit Agreement, and UBS
Loan Finance LLC, which is the swing line lender under the Fourth
Amended and Restated Credit Agreement.  Pursuant to the letter
agreement, among other things, for so long as the Travelport
Revolving Lender holds any revolving credit commitments under the
Fourth Amended and Restated Credit Agreement (i) Travelport LLC
agreed to not request letters of credit under the revolving credit
facility of the Fourth Amended and Restated Credit Agreement and
swing line loans under the swingline facility of the Fourth
Amended and Restated Credit Agreement, and (ii) the Travelport
Revolving Lender agreed not to participate any of its rights and
obligations under the Fourth Amended and Restated Credit Agreement
without prior consent of UBS AG, Stamford Branch and UBS Loan
Finance LLC.

Certain of the agents and lenders party to the Revolving Credit
Loan Modification Agreement, and their respective affiliates, have
performed, and may in the future perform, various commercial
banking, investment banking and other financial advisory services
for Travelport and its subsidiaries for which they have received,
and will receive, customary fees and expenses.

A copy of the Amendment is available for free at:

                        http://is.gd/wuaXlg

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

The Company's balance sheet at June 30, 2012, showed $3.33 billion
in total assets, $4.32 billion in total liabilities and a $988
million in total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRILLIUM CIRCLE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Trillium Circle, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,300,000
  B. Personal Property              $696,716
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,687,644
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                     $8,996,716      $20,687,644

Birmingham, Michigan-based Trillium Circle, LLC filed for Chapter
11 protection (Bankr. E.D. Mich. Case No. 12-55532) on June 28,
2012.  Bankruptcy Judge Phillip J. Shefferly presides over the
case.  Elias Xenos, Esq., at The Xenos Law Firm, PLC represents
the Debtor in its restructuring efforts.  The Debtor estimated
assets and debts at $10 million to $50 million.  The petition was
signed by Neal Porter, managing member.


UNITED RENTALS: S&P Ups CCR to 'B+' on Improved Credit Measures
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Greenwich, Conn.-based United Rentals Inc. to 'B+' from 'B'. "We
also raised our issue-level ratings on the senior secured notes to
'BB' from 'BB-'; the recovery rating on the notes remains '1',
indicating our expectation that lenders would receive very high
(90% to 100%) recovery in a payment default scenario. We raised
the rating on URI's senior unsecured debt to 'B+' (the same as the
corporate credit rating) from 'B' and the recovery rating remains
'4', indicating our expectation of average (30% to 50%) recovery
in a payment default scenario. The rating on the subordinated debt
is now 'B-' (two notches below the corporate credit rating) and
the recovery rating remains '6', indicating our expectation for
negligible (0% to 10%) recovery in a payment default scenario. We
now rate the company's preferred stock 'CCC+'. The outlook is
stable," S&P said.

"The upgrade reflects our expectations that URI will likely
continue to benefit from improving fundamentals in the equipment
rental industry, but that it will generate negative free cash flow
in 2012 because of elevated capital expenditures," said Standard &
Poor's credit analyst Sarah Wyeth.

"The company recently acquired the No. 2 player in the equipment
rental industry, RSC Holdings Inc. (RSC). Although this
transaction increased leverage to about 4.7x, the company should
benefit from synergies and strong demand, which could reduce
leverage to about 4.1x by the end of 2012," S&P said.

"The stable outlook is supported by the current favorable business
conditions in the equipment rental industry. We could revise the
outlook to negative if the economic recovery falters further,
eroding operating performance more than we expect, or if issues
related to the integration of RSC appear likely to hinder
performance, and leverage rises to greater than 5x. We could raise
the ratings if the company appears likely to achieve and maintain
improved credit measures and positive free cash flow, and if it
adheres to a financial policy that could support a higher rating.
For instance, we could raise the ratings if the company sustains
total debt to EBITDA of 3x to 4x and the operating environment in
the equipment rental industry is likely to remain positive," S&P
said.


UNIVERSITY GENERAL: 2 Living Facilities Refinanced for 18 Months
----------------------------------------------------------------
University General Health System, Inc., announced the refinancing
of two senior living facilities owned by UGHS Senior Living, Inc.,
its wholly-owned subsidiary.  Trinity Hills, an 87-unit senior
living community in Knoxville, Tennessee, and Trinity Shores, a
63-unit senior living community in Port Lavaca, Texas, have both
recently been refinanced with their existing lenders for an
additional eighteen months.

"These facilities were built and opened in the summer of 2007
under construction and mini-permanent loan agreements," stated
Hassan Chahadeh, MD, Chairman and Chief Executive Officer of
University General Health System, Inc.  "Both of these senior
living communities have provided outstanding care to their
residents and have performed well from a financial perspective
over the past five years, and we are pleased with their continued
success.  Occupancy rates have remained very strong during the
last two years.  The refinancing of these senior living
communities continues to reflect the Company's improving balance
sheet.  With the refinancing now complete, we can explore the
opportunities for a long-term permanent loan."

                    About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed $127.52
million in total assets, $113.46 million in total liabilities and
$14.05 million in total equity.


VENTANA 20/20: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ventana 20/20 L.P., filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,371,700
  B. Personal Property              $171,097
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,590,408
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $23,110
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $324,493
                                 -----------      -----------
        TOTAL                    $14,542,797      $10,938,012

The Bankruptcy Court in Tucson, Arizona, will hold a status
hearing in the Chapter 11 case of Ventana 20/20 LP on Sept. 6,
2012, at 10:15 a.m. at 38 S. Scott Avenue, Courtroom 446, in
Tucson.

A Meeting of Creditors under 11 U.S.C. Sec. 341(a) is scheduled
for Sept. 13, 2012 at 11:00 a.m. at U.S. Trustee Meeting Room,
James A. Walsh Court, 38 S Scott Ave, St 140, also in Tucson.

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
estimated assets and debts of at least $10 million.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case. Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.


WESTERN MOHEGAN: Tribe Tries Bankruptcy a Second Time
-----------------------------------------------------
Western Mohegan Tribe and Nation of New York filed, without a
lawyer, a Chapter 11 bankruptcy petition (Bank. N.D.N.Y. Case NO.
12-12252) in Albany, New York, on Aug. 29.

The tribe characterizes itself as an unincorporated association.
The tribe and its 200 members own 250 acres of property located in
Ulster Country, New York, improved with 50 cottages, a hotel, an
apartment building and museum.  It says the property is worth $2.5
million, and secures a debt of $535,000.

The Debtor estimated less than $10 million in total assets and
liabilities.  A copy of the bankruptcy petition, along with the
schedules, is available at:

        http://bankrupt.com/misc/nynb12-12252.pdf

Western Mohegan, which calls itself a tribe although it's not yet
formally recognized by the Bureau of Indian Affairs, is attempting
reorganization in Chapter 11 for the second time.

Western Mohegan first filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 12-09292) on March 9, 2012, in Chicago.  Judge Susan
Pierson Sonderby presided over the case.  The Law Office of
William J. Factor, Ltd., served as counsel in that case.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the previous bankruptcy case was dismissed in June by
the U.S. Bankruptcy Court in Chicago.  The U.S. Trustee, which
sought the dismissal, said there was a fire on the Ulster County
property that destroyed all existing buildings.  There was no
insurance, the U.S. Trustee said.  With no income from the
property, the U.S. Trustee argued that reorganization was
impossible.  The bankruptcy judge elected to dismiss the case in
June rather than convert to liquidation in Chapter 7.

In the new Chapter 11 petition in Albany, the tribe wasn't
represented by a lawyer.  The lawyer in the Chicago case withdrew,
claiming financial hardship for not being paid, according to the
Bloomberg report.

The report notes that ordinarily, only individuals may file for
bankruptcy without a lawyer.  The tribe gave the court a case
saying that a tribe can proceed in federal court without a lawyer.
The new petition lists assets of $2.5 million and debt
totaling $8.4 million.  During the prior Chapter 11 effort, the
tribe sought to have the bankruptcy transferred to district court,
where it would have asked the judge to decide whether or not the
group should be formally recognized as a tribe.  The district
judge declined to remove the suit from bankruptcy court.

The Bloomberg report disclosed that in the prior bankruptcy, the
tribe said it had been seeking recognition for 10 years, running
up $1.7 million of legal fees.


WESTERN REFINING: S&P Raises CCR to 'B+' on Debt Pay-Down
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on U.S refining company Western Refining Inc. (Western) to
'B+' from 'B'. "We also raised the rating on the senior secured
debt to 'BB' from 'B+' and changed the recovery rating to '1',
indicating a very high recovery (90% to 100%) in case of default.
In addition, we also raised the ratings on the unsecured
convertible issue to 'B+' from 'CCC+' and changed the recovery
rating to '3', indicating a meaningful recovery (50% to 70%) if a
payment default occurs," S&P said.

"The rating on the El Paso, Texas-base company reflects its
considerable debt reduction over the past two years, its access to
discounted feedstock crudes, and its ability to benefit from
currently wide crack spreads. Western has paid off about $860
million of debt since 2010, including $322 million paid off this
year. As of June 30, 2012, Western had adjusted debt of slightly
more than $622 million, the trailing 12-month debt to EBITDA ratio
is down to about 0.5x, a considerable improvement from year-end
2010 when adjusted debt was about $1.13 billion and the debt to
EBITDA ratio was more than 4x," S&P said.

"The stable outlook reflects the strong credit measures given the
recent debt pay-down and our expectation that Western will
maintain adequate liquidity despite potential volatility in
refining margins," said Standard & Poor's credit analyst Manish
Consul.

"We could lower the ratings if Western cannot maintain adequate
liquidity throughout the refining cycle or we expect a
considerable decline in operational performance, such that debt to
EBITDA increases beyond 2.5x consistently, in mid-cycle
conditions. An upgrade is unlikely given the company's small size
and lack of diversity. However, we could consider it if the
company significantly improves its business risk profile by
increasing the size and diversity of its refining assets or starts
to get more cash flows from stable sources such as its logistics
assets," S&P said.


WINDSOR PETROLEUM: S&P Cuts Rating on $239MM Term Loan to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Delaware-
incorporated Windsor Petroleum Transport Corp.'s $239.1 million
secured term notes due Jan. 15, 2021 (S&P estimates about $210.7
million outstanding after the scheduled July 15, 2012 amortization
payment) to 'CCC+-' from 'B'. "We are removing the rating from
CreditWatch negative, where we placed it on Feb. 27, 2012. The
outlook is negative. The recovery rating remains unchanged at '4',
indicating our expectation of an average (30% to 50%) recovery of
principal in the event of a payment default," S&P said.

"The downgrade reflects our expectation of the project's
continuing exposure to poor tanker market fundamentals that have
lowered debt service coverage levels below 1x," said Standard &
Poor's credit analyst Mark Habib.

"Draws on the project's restricted cash have left it with less
than a year of debt service reserves, or less than two years of
operating costs and debt service at our spot market rate
assumption for the Pioneer, and the minimum rate charters with BP
Shipping on the remaining vessels through their next termination
option dates. The Pioneer, already exposed to merchant prices,
exhausted its restricted cash reserve as of Dec. 31, 2011. With
weak spot charters rates, Windsor is earning a negative net margin
on the vessel, forcing it to draw on the reserves of the other
vessels in the transaction to cover the Pioneer's debt service. We
estimate that the Pioneer's resale or scrap value is less than the
current loan outstanding on the vessel, and therefore does not
present a viable alternative for the project to fully repay
lenders. Barring a sharp increase in charter rates or asset
values, we believe the project is likely to generate a debt
service of coverage of about 0.7x, falling to about 0.6x in 2014,
exhausting all of its restricted cash by the summer of 2014 when
it could possibly default," S&P said.

"The negative outlook reflects Windsor's exposure to volatile spot
charter rates with the Pioneer, and the reduced level of project
liquidity as restricted cash balance declines. While BP Shipping
has extended its charters for the Purpose and the Pride vessels
until 2014, our outlook on the tanker market remains weak, raising
the risk of payment default in 2014. We could lower the project
ratings further if continued weak charter revenues, force draws on
the reserve fund and reduce liquidity to less than a year at our
current expectation for spot charter rates. An upgrade is unlikely
but could occur if the project can charter the Pioneer with a
creditworthy counterparty and mitigate market risk on the
remaining vessels, or find a sale that improves the liquidity
enough to lower the break-even rate significantly toward current
average rates. We believe this is unlikely to occur given our
weak outlook for charter rates and resale valuations for vessels
as old as Windsor's," S&P said.


ZALE CORP: Incurs $19.7 Million Net Loss in Fiscal Q4 2012
----------------------------------------------------------
Zale Corporation reported a net loss of $19.74 million on
$406.96 million of revenue for the three months ended July 31,
2012, compared with a net loss of $32.64 million on $377.26
million of revenue for the same period during the prior year.

The Company reported a net loss of $27.31 million on $1.86 billion
of revenue for the twelve months ended July 31, 2012, compared
with a net loss of $112.30 million on $1.74 billion of revenue
during the previous year.

The Company's balance sheet at July 31, 2012, showed $1.17 billion
in total assets, $992.10 million in total liabilities and $178.93
million in stockholders' investment.

Theo Killion, chief executive officer commented, "In the fourth
quarter, we made significant progress in returning Zale to
profitability.  We recorded our seventh consecutive quarter of
positive comps, reported a sizeable improvement in operating
margin and strengthened our capital structure.  In fiscal year
2012, we achieved a 6.9 percent comp, on top of an 8.1 percent
increase last year, and reported operating earnings for the first
time since 2008.  We look forward to building on this momentum in
2013."

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

                         http://is.gd/Mo7sp3

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/



* Moody's Says US Manufacturing Sector Revenue Growth Slows
-----------------------------------------------------------
Many US manufacturers expect to sustain profitability despite an
increasingly challenging economic environment, says Moody's
Investors Service in a new special comment "US Manufacturing
Industry: Operating Profits Hold Steady As Revenue Growth Slows."

Moody's surveyed recent guidance from 30 US manufacturers and
found that 12 of the 16 companies that commented on segment or
operating profit margins raised or maintained current growth
projections while three companies ?SPX, Rexnord and Cummins?
lowered guidance.

"This ability to sustain margins in a challenging environment
suggests that manufacturers have increased efficiency,
establishing some flexibility and cushion that may help them
manage through another downturn should one occur," said Ed Wiest,
a Moody's Vice President -- Senior Credit Officer.

The combination of slower growth but sustained profitability could
contribute to stronger cash flow generation, which in turn will
support current rating levels.

The survey also captured pockets of strength and vulnerability
reported by the firms. Moody's believes lower commodity costs,
savings from restructuring and improved labor productivity have
supported profitability. Manufacturers pointed toward currency
translations, particularly the dollar's strength against the euro
and the Brazilian real, for trimming revenue expectations,
typically by 1% to 2%.


* Collection Letter on Student Loan Ruled Deceptive
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a collection agency used false, misleading and
deceptive debt-collection practices when it sent a letter telling
an individual her student-loan debt was "not eligible for
bankruptcy discharge and must be resolved."  The unsigned ruling
was made Aug. 30 by three judges on the U.S. Court of Appeals in
Manhattan, reversing a district court which had dismissed a
lawsuit against the collection agency brought under the federal
Fair Debt Collection Practices York residents who received the
same letter.  The case is Easterling v. Collecto Inc., 11-3209,
U.S. Court of Appeals for the Second Circuit (Manhattan).


* BOND PRICING -- For Week From Aug. 27 to 31, 2012
---------------------------------------------------

  Company             Coupon          Maturity    Bid Price
  -------             ------          --------    ---------
AES EASTERN ENER       9.000          1/2/2017       15.500
AES EASTERN ENER       9.670          1/2/2029        9.500
AGY HOLDING COR       11.000        11/15/2014       47.000
AHERN RENTALS          9.250         8/15/2013       55.022
ALION SCIENCE         10.250          2/1/2015       61.925
AMBAC INC              6.150          2/7/2087        1.500
ATK-CALL09/12          6.750          4/1/2016      102.500
ATP OIL & GAS         11.875          5/1/2015       27.330
ATP OIL & GAS         11.875          5/1/2015       26.500
ATP OIL & GAS         11.875          5/1/2015       26.500
BAC-CALL09/12          6.000         9/15/2026      100.000
BAC-CALL09/12          6.250         9/15/2036      100.150
BDC-CALL09/12          7.000         3/15/2017      103.850
BETHEL BAPTIST         7.900         7/21/2026       11.000
BUFFALO THUNDER        9.375        12/15/2014       35.000
DIRECTBUY HLDG        12.000          2/1/2017       20.375
DIRECTBUY HLDG        12.000          2/1/2017       20.375
EASTMAN KODAK CO       7.000          4/1/2017       14.375
EASTMAN KODAK CO       7.250        11/15/2013       15.500
EASTMAN KODAK CO       9.200          6/1/2021        9.100
EASTMAN KODAK CO       9.950          7/1/2018       23.354
EDISON MISSION         7.500         6/15/2013       54.000
ENERGY CONVERS         3.000         6/15/2013       46.000
GEOKINETICS HLDG       9.750        12/15/2014       39.950
GLB AVTN HLDG IN      14.000         8/15/2013       30.000
GLOBALSTAR INC         5.750          4/1/2028       42.563
GMX RESOURCES          4.500          5/1/2015       42.450
GMX RESOURCES          5.000          2/1/2013       70.000
HAWKER BEECHCRAF       8.500          4/1/2015       15.750
HAWKER BEECHCRAF       8.875          4/1/2015       17.250
HAWKER BEECHCRAF       9.750          4/1/2017        0.875
HFC-CALL09/12          8.500         9/15/2016      104.395
KV PHARM              12.000         3/15/2015       31.000
KV PHARMA              2.500         5/16/2033        1.900
KV PHARMA              2.500         5/16/2033        2.875
LEHMAN BROS HLDG       0.250        12/12/2013       21.875
LEHMAN BROS HLDG       0.250         1/26/2014       21.875
LEHMAN BROS HLDG       1.000        10/17/2013       21.875
LEHMAN BROS HLDG       1.000         3/29/2014       21.875
LEHMAN BROS HLDG       1.000         8/17/2014       23.875
LEHMAN BROS HLDG       1.000         8/17/2014       21.875
LEHMAN BROS HLDG       1.250          2/6/2014       21.875
LEHMAN BROS HLDG       1.500         3/29/2013       21.875
LEHMAN BROS INC        7.500          8/1/2026        7.550
LIFECARE HOLDING       9.250         8/15/2013       42.750
MANNKIND CORP          3.750        12/15/2013       62.000
MASHANTUCKET PEQ       8.500        11/15/2015       10.171
MASHANTUCKET PEQ       8.500        11/15/2015        9.250
MASHANTUCKET TRB       5.912          9/1/2021        9.250
MF GLOBAL LTD          9.000         6/20/2038       39.900
MGIC INVT CORP         9.000          4/1/2063       21.843
NEWPAGE CORP          10.000          5/1/2012        4.000
NGC CORP CAP TR        8.316          6/1/2027       14.000
PATRIOT COAL           3.250         5/31/2013       12.500
PENSON WORLDWIDE       8.000          6/1/2014       37.215
PLATINUM ENERGY       14.250          3/1/2015       50.000
PMI CAPITAL I          8.309          2/1/2027        0.500
PMI GROUP INC          6.000         9/15/2016       21.660
POWERWAVE TECH         3.875         10/1/2027        7.487
POWERWAVE TECH         3.875         10/1/2027        7.750
REAL MEX RESTAUR      14.000          1/1/2013       46.450
RESIDENTIAL CAP        6.500         4/17/2013       24.250
RESIDENTIAL CAP        6.875         6/30/2015       20.500
SAVIENT PHARMA         4.750          2/1/2018       25.000
TERRESTAR NETWOR       6.500         6/15/2014       10.000
TEXAS COMP/TCEH       10.250         11/1/2015       28.306
TEXAS COMP/TCEH       10.250         11/1/2015       28.125
TEXAS COMP/TCEH       10.250         11/1/2015       28.270
TEXAS COMP/TCEH       15.000          4/1/2021       37.500
TEXAS COMP/TCEH       15.000          4/1/2021       35.125
THQ INC                5.000         8/15/2014       58.500
TIMES MIRROR CO        7.250          3/1/2013       32.500
TRAVELPORT LLC        11.875          9/1/2016       38.750
TRAVELPORT LLC        11.875          9/1/2016       37.000
TRIBUNE CO             5.250         8/15/2015       34.000
USEC INC               3.000         10/1/2014       37.900
WCI COMMUNITIES        4.000          8/5/2023        0.125
WCI COMMUNITIES        4.000          8/5/2023        0.125



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***