TCR_Public/120906.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 6, 2012, Vol. 16, No. 248

                            Headlines

23 EAST: SLC2 Ordered to Deliver Redacted Sale Documents
AMERICAN AXLE: Fitch Rates Proposed $550MM Senior Notes 'B-'
AMERICAN AXLE: Moody's Rates $550MM Senior Unsecured Notes 'B2'
AMERICAN AXLE: S&P Rates New $550MM Senior Unsecured Notes 'B'
AMERICAN RENAL: S&P Assigns 'B' Corporate Credit Rating

AVAYA INC: Moody's Affirms 'B3' CFR; Alters Outlook to Negative
BERNARD L. MADOFF: Suit 'Fallacious,' NY Atty. General Argues
CATALENT PHARMA: S&P Rates New $250MM Senior Notes 'B'
CIRCUS AND ELDORADO: Asks to Disqualify Rejection Votes
CLAIRE'S STORES: S&P Affirms 'B' Rating on $1.1-Bil. Secured Notes

CONSOLIDATED TRANSPORT: Marquette Trans Extends $4.75MM DIP Loan
CONSOLIDATED TRANSPORT: Wants to Hire Taft Stettinius as Counsel
CONSOLIDATED TRANSPORT: 2 Lenders Want to Repossess Equipment
CONSOLIDATED TRANSPORT: Intends to Assume Services Deal With Pilot
COMMODITIES ONLINE: Attorney, 2 Others Charged in $27.5MM Fraud

CONTEC HOLDINGS: Prepack Confirmation Hearing Set for Oct. 4
CONVATEC INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
COSTA DORADA: Has Until Sept. 15 to File Amended Plan Outline
DECISION INSIGHT: S&P Lowers CCR to 'B-' on Weak Earnings
DELTA PETROLEUM: Has $29.4-Mil. Net Loss in 1st Half of 2012

EMMONS-SHEEPSHEAD: Sec. 341 Creditors' Meeting Set for Oct. 1
ENERGY CONVERSION: Chapter 11 Plan Effective
EXAMWORKS GROUP: MedHealth Buyout No Impact on Moody's 'B2' CFR
FLAGSTONE REINSURANCE: Fitch Changes Rating Watch on Several Notes
GARY PHILLIPS: Panel Wants Motion to Turnover Cash Denied

GARY PHILLIPS: Commercial Bank Waives Foreclosure Until Oct. 15
HECKMANN CORP: S&P Puts 'B+' CCR on Watch on $381MM Acquisition
HOSTESS BRANDS: Circuits Split on Trademarks, Executory Contracts
HUB INTERNATIONAL: S&P Rates $730MM Senior Notes 'CCC+'
HW HEARTLAND: Files for Chapter 11 in Dallas

INDIANAPOLIS DOWNS: Defends Fortress Right to Vote on Plan
JESUP & LAMONT: Suit Against Ex-Officers Survives Dismissal Bid
LARSON LAND: Zions First Has Limited Objections to Sale
LEVELLAND/HOCKLEY: Committee and GE Settle; Sale Approved
MF GLOBAL: Giddens Responds to Freeh's Charges on Suit

MMODAL INC: S&P Assigns 'B+' Corporate Credit Rating
MSR RESORT: Inks Stipulation for Use of Cash Until Sept. 30
MTS LAND: Has Interim Access to Cash, DIP Financing
NALLS DEVELOPMENT: Rosenblatt Firm Replaces Tuckfelt as Counsel
NALLS DEVELOPMENT: Files Schedules of Assets and Liabilities

NALLS DEVELOPMENT: Files List of 20 Largest Unsecured Creditors
NATIVE WHOLESALE: Inks Deal for a 90-Day Plan Filing Extension
NEWPAGE CORP: Seeks More Exclusivity as Creditors Mediate
NORTH END UNITED HOUSING: In Receivership, Owes $1.1 Million
ORANGE COUNTY NURSERY: Court Says Minority Claim Is Subordinated

PANDA SHERMAN: S&P Gives 'B+' Prelim Rating on $330.7MM New Debt
PATRIOT COAL: Sept. 11 Hearing on Transfer of Case Venue
PEGASUS RURAL: Revised Plan Won't Pay Unsecured Creditors
POST STREET: Must Sell Assets by Sept. 28 to Avoid Dismissal
POTOMAC SUPPLY: Taps Keiter for Consulting and Audit Services

POTOMAC SUPPLY: Hires R. Gentry to Appraise Unencumbered Assets
READER'S DIGEST: S&P Lowers CCR to 'CCC-' on Liquidity Concerns
RESIDENTIAL CAPITAL: Aurelius Opposes Plan Exclusivity Extension
ROCK-TENN COMPANY: Moody's Rates $600MM Sr. Unsecured Notes 'Ba1'
SAHARA TOWNE: Has Access to Cash Collateral Until Nov. 12

SAN BERNARDINO: Says Emergency Justified Bankruptcy
SLS CAPITAL: Luxembourg Case Recognized as Main Proceeding
SOLYNDRA LLC: Backers Could Reap $300 Million in Tax Breaks
SOLYNDRA LLC: Seeks Fourth Extension of Plan Exclusivity
SPECTRE PERFORMANCE: Court Approves Burr Pilger as Tax Accountant

SPECTRE PERFORMANCE: Court Denies Request to Appoint Examiner
SPECTRE PERFORMANCE: Has Access to Cash Collateral Until Oct. 1
SPECTRE PERFORMANCE: Taps Greines to Appeal K&N Judgment
SPECTRE PERFORMANCE: Can Hire Hopkins-Carley as K&N Prosecutor
SPECTRE PERFORMANCE: Can Employ Mike Ido as Financial Consultant

STANFORD INT'L: SEC Appeals Denial of SIPC Funds for Victims
STARZ LLC: Moody's Assigns 'Ba2' Corporate Family Rating
STERLING SHOES: Provides Default Status Update
SWAMI SHREE: Can Use Cash Collateral to Buy Plasma TVs
TESORO LOGISTICS: Moody's Rates $310MM Sr. Unsecured Notes 'B1'

TESORO LOGISTICS: S&P Rates $310MM Sr. Unsecured Notes 'BB-'
THELEN LLP: Seyfarth Shaw Shakes Trustee's Clawback Suit
TOLL BROTHERS: Moody's Rates $250MM Senior Unsecured Notes 'Ba1'
TOLL BROTHERS: S&P Rates New $250MM Exchangeable Sr. Notes 'BB+'
TPC GROUP: Sandell Lobbies for "No" Votes on $850-Mil. Deal

TRIBUNE CO: Law Debenture Files Issues on Plan Appeal
TRIBUNE CO: Committee Wins OK to Turn Over Docs to Plan Trustee
TRIBUNE CO: CFO Seeks to Extend Period for Examiner Record
TRIBUNE CO: Court Approves Paul Weiss as Special Counsel
TRIBUNE CO: Court Disallows Pension & Benefit Plan Claims

VALEANT PHARMACEUTICALS: Moody's Reviews 'Ba3' CFR for Downgrade
VALIDUS REINSURANCE: Fitch Affirms 'BB+' Jr. Subordinated Debt
VENOCO INC: Moody's Rates $175-Mil. 2nd Lien Term Loan 'B1'
YNS ENTERPRISE: Files Emergency Motion to Use Cash
WEZBRA DAIRY: Has Access to Cash Collateral Until Oct. 31

WVSV HOLDINGS: Lawrence C. Wright OK'd to Handle Maricopa Cases
WVSV HOLDINGS: Amends Order on Land Advisors as Real Estate Broker

* Moody's Says Debt Metrics Weaken Slightly Due to AUM Dcline
* Moody's Says US Banking System Outlook Remains Negative
* Moody's Maintains Stable Outlook on Global Reinsurance Sector

* Circuits Split Again on Length of Chapter 13 Plans

* Ex-Kirkland Partner Will Try to Whittle Tax Fraud Case
* Chadbourne's J. Wasserman Joins Herrick Feinstein

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

23 EAST: SLC2 Ordered to Deliver Redacted Sale Documents
--------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York entered an order in relation to 23
East 39th Street Developers LLC's discovery request on SLC2
Holdings LLC's unwillingness to turnover a certain loan purchase
and sale agreement made with JPMorgan Chase Bank N.A.

The Court on July 19, 2012, conducted a telephonic conference call
and ordered that:

   -- SLC2 Holdings LLC deliver a copy of the loan purchase and
      sale agreement to counsel of the Debtor; and

   -- SLC2 Holdings is authorized to (a) redact the purchase price
      of the loan as set forth in the loan purchase and sale
      agreement and (b) redact information concerning loans other
      than the Debtor's loan which are encompassed in and included
      as a part of the loan purchase and sale agreement.

As reported in the TCR on July 2, 2012, SLC2 Holdings LLC is
asking the bankruptcy court to dismiss the Chapter 11 case of 23
East, or in the alternative, vacate the automatic stay.  According
to SLC2, the case must be dismissed for cause, including for bad
faith and for the impermissible use of Chapter 11 as a litigation
tactic to gain leverage in a two-party mortgage foreclosure
dispute.  The referee determined that $10,083,638 was owed to SLC2
as of Dec. 29, 2011. Interest at the default rate of 10.9% or
$65,854, a month continued to accrue until the Petition Date.

                     About 23 East 39th Street

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq.,
represents the Debtor in its restructuring effort.


AMERICAN AXLE: Fitch Rates Proposed $550MM Senior Notes 'B-'
------------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs)
of American Axle & Manufacturing Holdings, Inc. (AXL) and its
American Axle & Manufacturing, Inc. (AAM) subsidiary.  Included in
its rating actions, Fitch has assigned a rating of 'B-/RR6' to
AAM's proposed issuance of $550 million in senior unsecured notes
due 2022.  Fitch also has affirmed the ratings on AAM's secured
revolving credit facility and 9.25% senior secured notes at
'BB+/RR1', while it has affirmed AAM's senior unsecured rating at
'B-/RR6'.

AAM's ratings apply to a $438 million secured revolving credit
facility, $383 million of senior secured notes and $1.3 billion of
senior unsecured notes.  The Rating Outlook for both AXL and AAM
is Positive.

The proposed new notes rank pari passu with AAM's existing senior
unsecured notes.  Like the existing $200 million senior unsecured
notes due 2019, the new notes will be guaranteed by AAM's domestic
subsidiaries that also guarantee its secured revolving credit
facility and its 9.25% senior secured notes due 2017.  AAM intends
to use the proceeds from the new notes to redeem its $250 million
in senior unsecured notes due 2014 and to make an optional $42.5
million prepayment on the senior secured notes due 2017.  In
addition, the company plans to use a portion of the proceeds to
make contributions to its defined benefit pension plans, with
remaining proceeds used for premium payments on the note
redemption and for general corporate purposes.

AXL also announced today that it upsized its secured revolving
credit facility on Aug. 31, 2012, to $438 million from $322
million.  The upsizing includes a reduction in commitments
maturing in June 2013 to $73 million from $87 million. The
increase will provide the company with additional liquidity, while
also offsetting the decline in liquidity that otherwise would
occur with the maturity of the 2013 commitments.  With the
amendment, the company now has $365 million of revolver
commitments that do not mature until June 2016, up from only $235
million in 2016 commitments prior to the amendment.

The $258 million net increase in debt associated with the
contemplated transactions (including the notes issuance, the 5.25%
note redemption and the optional 9.25% note prepayment) will
result in an increase in total leverage.  However, the level of
secured debt in the company's capital structure will decline when
it makes the optional $42.5 million prepayment on the 9.25%
secured notes.  In addition, redeeming the 2014 notes now removes
the uncertainty of funding the maturity in a year-and-a-half and
locks in the coupon rate in the current favorable pricing
environment.  Fitch estimates that leverage at year-end 2012 will
be near 4.0x, about 0.7x higher than it would have been had all of
the contemplated transactions not taken place.  Based on the
company's maturity schedule following the transactions,
opportunities for significant debt reduction will be limited over
the intermediate term.

The funded status of the company's pensions could improve
substantially as a result of the planned contributions. In
particular, Fitch expects the contribution to cover any additional
pension funding related to the closure of the Detroit
Manufacturing Complex (DMC), which the Pension Benefit Guaranty
Corporation (PBGC) has estimated at $124 million.  Fitch notes
that the expected planned contributions are a 'pull-forward' of
funding that otherwise would have been required in future years
and do not represent a change in the plans' projected benefit
obligation.  Although Fitch expects the voluntary pension
contributions could drive free cash flow negative in 2012, free
cash flow is expected to be higher in each of the next several
years than it otherwise would have been, as the voluntary
contribution is expected to substantially reduce the level of
required contributions going forward. As of year-end 2011, AXL's
pensions were only 62% funded, with an underfunded position of
$275 million.

The ratings for AXL and AAM reflect the improvement seen in the
drivetrain and driveline supplier's credit profile over the past
several years as conditions in the global light vehicle market
have improved.  In particular, the company has benefited from
relatively strong pickup and sport-utility vehicle (SUV)
production at its two largest customers, General Motors Company
(GM) and Chrysler Group LLC, and its margin performance has been
among the strongest in the auto supplier industry.  In addition,
AXL's business has fundamentally strengthened as the company has
experienced success in diversifying its revenue base away from a
heavy reliance on light trucks.  Its $1.2 billion 2012 through
2014 backlog of new business wins is heavily weighted toward
passenger cars and crossover vehicles.  AXL also continues to
increase the geographical diversity of its revenue base, with new
business wins from an increasing number of non-U.S. manufacturers.

Despite its increased revenue diversification, AXL's ratings will
be weighed upon in the near term by its continued heavy exposure
to GM's light truck platform, although the significant progress
AXL has made in reducing its cost base places it in a better
position to withstand a downturn in light truck demand.  Also
weighing on the ratings is Fitch's expectation that free cash flow
in 2012, excluding the voluntary pension contribution, will be
limited by the company's need to continue making investments to
support the significant growth in its business over the
intermediate term.  Longer-term, however, Fitch expects free cash
flow to strengthen meaningfully as the new vehicle programs
transition into regular production.

The Positive Outlook reflects Fitch's expectation that AXL's
credit profile will strengthen over the intermediate term, as
business levels grow and revenue becomes more diversified.  Free
cash flow and cash liquidity are also expected to rise on
increased production levels.  Fitch expects higher earnings to
result in declining leverage, which could fall to near 3.0x by
year-end 2013.  The higher funded status of the company's pension
plans and a more favorable intermediate-term debt maturity profile
also support the Positive Outlook.

As with all auto suppliers, the greatest risk to AXL's credit
profile is the potential for another slowing of the global
economy.  However, this is tempered somewhat by the increasing
diversification of the company's customer base and its lower cost
structure, both of which have positioned the company to better
withstand another downturn in the auto market.  Furthermore, AXL's
direct exposure to a near-term European recession is very limited,
with only about 3% of its revenue generated in the region.  A lack
of meaningful debt maturities until 2017 further helps to mitigate
liquidity risk over the next two years.

Another ongoing risk is the potential for a rise in U.S. fuel
prices to drive a decline in light truck demand, given the still-
substantial portion of the company's revenue that is derived from
light truck production.  Fitch expects light truck demand to hold
up better in a rising fuel cost environment today, however, than
during the last spike in fuel prices, as a result of improved
truck fuel efficiency and ongoing demand from core truck
customers.  In addition to fuel price sensitivity, margins and
free cash flow could also be pressured by increasing raw materials
prices, although the decline in AXL's fixed cost base and a
continued focus on passing these costs through to customers would
help to dampen the effect.

The Recovery Ratings (RRs) of 'RR1' on AAM's secured revolving
credit facility and its senior secured notes is based on their
strong collateral coverage, including virtually all of the assets
of AXL and AAM, and their superior recovery prospects in a
distressed scenario.  The rating of 'RR6' on AAM's senior
unsecured notes reflects the significant amount of secured debt in
the company's capital structure (assuming a fully drawn revolving
credit facility), which drives their estimated recovery prospects
into the 0% to 10% range in a distressed scenario.

What Could Trigger A Rating Action

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

  -- Continued diversification of the company's revenue base;
  -- Positive free cash flow generation;
  -- A decline in leverage;
  -- Ongoing margin performance near top of the auto supplier
     industry.

Negative: The current Rating Outlook is Positive. As a result,
Fitch does not currently anticipate developments with a material
likelihood, individually or collectively, leading to a rating
downgrade.

Fitch has affirmed the following ratings, with a Positive Outlook:

AXL

  -- IDR at 'B+'.

AAM

  -- IDR at 'B+';
  -- Secured credit facility rating at 'BB+/RR1';
  -- Senior secured notes rating at 'BB+/RR1';
  -- Senior unsecured rating at 'B-/RR6'.


AMERICAN AXLE: Moody's Rates $550MM Senior Unsecured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to American Axle &
Manufacturing, Inc.'s new $550 million of senior unsecured notes.
In a related action Moody's affirmed the B1 Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) of American
Axle & Manufacturing Holdings, Inc.'s, affirmed the rating of
American Axle's senior secured notes at Ba1, affirmed the ratings
of the existing senior unsecured notes with parent only guarantees
at B2, and lowered the rating of the existing senior unsecured
notes with parent and domestic subsidiary guarantees to B2 from
B1. The Speculative Grade Liquidity Rating was affirmed at SGL-3.
The rating outlook is Stable.

American Axle's new $550 million senior secured notes are expected
to be used to fund the announced tender offer for the company's
5.25% senior unsecured notes maturing in 2014 (with parent
guarantee); partially redeem the 9.25% senior secured notes due
2017; fund certain pension obligations; and fund general corporate
purposes.

Ratings assigned:

American Axle & Manufacturing, Inc.

New $550 million senior unsecured notes (with parent and
subsidiary guarantees), B2 (LGD4 67%);

Ratings affirmed:

American Axle & Manufacturing Holdings, Inc.

Corporate Family Rating, at B1;

Probability of Default Rating, at B1;

Speculative Grade Liquidity Rating, SGL-3.

American Axle & Manufacturing, Inc.

Senior secured guaranteed note, at Ba1 (LGD2 11%);

$300 million senior unsecured notes (with parent guarantee), at
B2 (LGD4 67%);

$250 million senior unsecured notes (with parent guarantee), at
B2 (LGD4 67%);

The rating of these notes will be withdrawn upon their repayment.

Ratings Lowered:

$200 million senior unsecured notes (with parent and subsidiary
guarantees), to B2 (LGD4 67%) from B1 (LGD4 57%)

Rating Rationale

The assignment of the B2 rating to American Axle's new senior
unsecured notes (the "New Notes") incorporates Moody's view that
the domestic operating subsidiaries represent a small portion of
American Axle's consolidated assets and profitability. As such,
the additional benefit from the company's domestic operating
subsidiaries guarantees will be significantly diluted with the
current offering of New Notes and now represents only a modest
benefit over the existing 7.875% unsecured notes which have
guarantees from only the parent holding company. In addition, the
transaction reduces the junior support for the senior unsecured
notes with subsidiary guarantees.

American Axle & Manufacturing Holdings, Inc.'s B1 Corporate Family
Rating and stable outlook continues to be supported by an
increased three-year backlog of new business launching from 2012
through 2014 to $1.2 billion and further diversification of the
company's revenue base both internationally and on a customer
basis. As such, Moody's continues to expect the company's improved
EBIT margin to be largely sustained over the intermediate-term,
while the company manages through increased costs from raw
materials.

American Axle is expected to have an adequate liquidity profile
over the next twelve months supported by cash balances and
availability under the recently amended and restated revolving
credit agreement. As of June 30, 2012 cash on hand was
approximately $85.2 million. On August 31, 2012, the company
amended and restated its revolving credit agreement to increase
the commitments which mature on June 30, 2016, to $365 million.
The revolving credit facility also includes $72.8 million of
additional commitments, which mature on June 30, 2013. At June 30,
2012 the existing revolving credit facility was unfunded with
$24.9 million of letters of credit outstanding. American Axle is
expected to be modestly cash flow negative over the near-term on
an LTM basis, as higher working capital levels in the first fiscal
quarter supported higher sales and incorporated a shift in GM's
payment terms. Over the intermediate-term free cash flow is expect
to turn positive. Principal financial covenants under the
revolving credit facility include a secured net debt/EBITDA test
and an EBITDA/cash interest expense test. Moody's expects the
company to have ample covenant cushion to access to the vast
majority of the revolving credit facility over the near-term. The
security provided to the lenders as part of the bank credit
facility limits the company's alternate sources of liquidity.

Events that have the potential to raise American Axle's ratings or
outlook include higher levels of automotive production or new
business wins resulting in increaseed revenues and operating
margins. Consideration for a positive outlook or higher ratings
could arise if these factors were to lead to sustained
EBIT/Interest coverage over 2.5x, Debt/EBITDA below 3.0, and
sustained positive FCF.

Downward rating migration would arise if industry conditions were
to deteriorate without sufficient offsetting restructuring actions
or savings by the company. The rating could also be pressured if
American Axle is unable to maintain an adequate liquidity profile.
This profile may need to support the increased working capital
requirements that might arise as industry volumes increase. It
must also be sufficiently robust to contend with the possibility
of a prolonged industry downturn.

The principal methodology used in rating American Axle &
Manufacturing, Inc was the Global Automotive Supplier 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.

American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
is a world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUV's and passenger cars. The company has manufacturing
locations in the USA, Mexico, the United Kingdom, Brazil, China,
Thailand, Poland, and India. The company reported revenues of $2.6
billion in 2011.


AMERICAN AXLE: S&P Rates New $550MM Senior Unsecured Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to
American Axle & Manufacturing Inc.'s proposed $550 million senior
unsecured notes due 2022, with a recovery rating of '6',
indicating S&P's expectation that lenders would receive negligible
(0%-10%) recovery in the event of a default. "At the same time we
are lowering the issue-level rating on the company's $425 million
9.25% senior secured notes due 2017 to 'BB' from 'BB+', and
revising the recovery rating to '2' from '1'. The lower issue-
level and recovery ratings on the senior secured notes are based
on the increase in the commitment on the class D revolving credit
facility to $365 million from $235 million, which is pari passu
with the senior secured notes regarding claims on the assets of
the holding company and the subsidiary guarantors," S&P said.

"The company will use net proceeds from the offering to make a
tender offer for the 5.25% notes, to redeem in part its 9.25%
notes, and to fund certain pension obligations and general
corporate purposes," S&P said.

"The 'BB-' corporate credit rating on American Axle reflects the
company's 'weak' business risk profile and 'aggressive' financial
risk profile, which incorporate substantial exposure to the highly
cyclical light-vehicle market," S&P said.

RATING LIST
American Axle & Manufacturing Inc.
American Axle & Manufacturing Holdings Inc.
Corporate credit rating              BB-/Stable/--

Ratings assigned
American Axle & Manufacturing Inc.
Senior unsecured
$550 mil. notes due 2022             B
   Recovery rating                    6

Ratings lowered
                                      To       From
American Axle & Manufacturing Inc.
Senior secured
  $425 mil. 9.25% notes due 2017      BB       BB+
   Recovery rating                    2        1


AMERICAN RENAL: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Beverly, Mass.-based kidney dialysis service provider American
Renal Holdings Inc.'s revolving credit facility are unchanged by
the increase to the facility. "The company increased the amount of
the revolver to $37.5 million from $25.0 million. As of June 30,
2012, there was no borrowing from the revolver and we do not
expect significant use of this credit facility. All other ratings
on American Renal also remain unchanged following the revolver
add-on," S&P said.

"Our corporate credit rating on American Renal is 'B' and the
rating outlook is stable. The 'B' rating reflects our assessment
of the company's business risk as 'vulnerable,' characterized by
its dependence on the treatment of a single disease and pressure
from third parties to reduce reimbursements. In terms of financial
policy, we believe that American Renal will pursue growth and
shareholder-friendly actions. Therefore, we expect its 'highly
leveraged' financial risk profile to persist, particularly with
pay-in-kind debt accretion in excess of 10% per year. As of June
30, 2012, adjusted debt to EBITDA was 6.1x," S&P said.

RATINGS LIST

American Renal Holdings Inc.
Corporate Credit Rating             B/Stable/--
$37.5M revolver due 2015            BB-
   Recovery Rating                   1
Senior secured notes due 2018       B
   Recovery Rating                   4

American Renal Associates Holdings Inc.
Sr unsecd PIK toggle nts due 2016   CCC+
   Recovery Rating                   6


AVAYA INC: Moody's Affirms 'B3' CFR; Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service revised Avaya Inc.'s ratings outlook to
negative from stable and affirmed its B3 corporate family rating.
Moody's also affirmed the B1 senior secured debt ratings and Caa2
unsecured notes ratings. The negative outlook reflects the
possibility of further downward ratings pressure over the next
year as the company gets closer to its 2014 term loan maturity
compounded by the challenges the company faces in achieving
positive free cash flow given the difficult economic environment.

Ratings Rationale

Avaya is operating at just under breakeven free cash flow levels
(defined as cash from operations less capital expenditures) partly
driven by ongoing restructuring expenses. While the company has
made significant strides in reducing its cost structure, the
improving margins have not been sufficient to offset the recent
decline in revenues and upfront cash restructuring costs. While
margins are expected to continue to improve over the next year,
the uncertain economic climate means revenues will remain under
pressure and some level of restructuring costs will likely
continue. Early indications are that the company's main competitor
is experiencing similar economy driven revenue pressures, though a
portion of the revenue decline is likely specific to Avaya.

Liquidity, while sufficient today, has declined over the past year
as cash balances have dropped approximately $100 million to $271
million as of June 30, 2012 and have a good possibility of further
declines over the next year. The company continues to have close
to $500 million available under its revolvers (net of L/C usage)
though and is unlikely to face liquidity issues in the next year.
Avaya has $1.4 billion of term debt maturing in October 2014 (and
a further $3.7 billion potentially due in 2015) however which it
will need to refinance or extend. If Avaya is able to address the
maturity issues, the ratings outlook could be revised to stable,
particularly if the company is on track to generate positive free
cash flow. Likewise, as the company gets closer to the 2014
maturity without resolution, the ratings could face downward
pressure.

The B3 rating continues to reflect the very high leverage levels
(7.4x pro forma for certain restructuring charges as of 6/30/2012
and including Moody's adjustments for pensions and leases) and
debt service requirements at Avaya at a time when the enterprise
telephony market is evolving. The rating acknowledges the
company's industry leading position within the enterprise
telephony market and favorable replacement trends facing the
industry. At the same time the industry is evolving to include
integrated communications offerings (including email, instant
messaging, video as well as integration into vast corporate
databases) and Avaya will need to constantly reinvest in new
products and platforms to maintain its position against Cisco, its
much larger and better capitalized primary competitor.

Issuer: Avaya, Inc.

  LGD Revisions:

    US$3800M Senior Secured Bank Credit Facility, Revised to a
    range of LGD2, 28 % from a range of LGD3, 31 %

    US$335M Senior Secured Bank Credit Facility, Revised to a
    range of LGD2, 28 % from a range of LGD3, 31 %

    US$200M Senior Secured Bank Credit Facility, Revised to a
    range of LGD2, 28 % from a range of LGD3, 31 %

    US$2200M Senior Secured Bank Credit Facility, Revised to a
    range of LGD2, 28 % from a range of LGD3, 31 %

    US$1009M 7% Senior Secured Regular Bond/Debenture, Revised to
    a range of LGD2, 28 % from a range of LGD3, 31 %

    US$790.781M 10.125% Senior Unsecured Regular Bond/Debenture,
    Revised to a range of LGD5, 82 % from a range of LGD5, 85 %

    US$700M 9.75% Senior Unsecured Regular Bond/Debenture, Revised
    to a range of LGD5, 82 % from a range of LGD5, 85 %

  Outlook Actions:

    Outlook, Changed To Negative From Stable

The principal methodology used in rating Avaya, Inc. was the
Global Communications Equipment Industry Methodology published in
June 2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Avaya is a global leader in enterprise telephony systems with $5.3
billion of revenues for the LTM period ended June 30, 2012.


BERNARD L. MADOFF: Suit 'Fallacious,' NY Atty. General Argues
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York Attorney General Eric Schneiderman filed
papers explaining why a U.S. district court is the proper court to
decide whether the trustee for Bernard L. Madoff Investment
Securities LLC can halt a $410 million settlement with Madoff
investor J. Ezra Merkin.

According to the report, Madoff trustee Irving Picard sued Mr.
Schneiderman in bankruptcy court on Aug. 1 contending that New
York State's top lawyer is recovering on claims that belong to all
Madoff customers and that only the trustee can pursue.

The report relates that Mr. Schneiderman and Mr. Picard reached an
interim agreement where the attorney general committed to file
papers last week to remove the lawsuit to federal district court.
Reduced to fundamentals, Mr. Picard contends that money Mr. Merkin
took out of the Madoff firm represents money stolen from all
customers and should be paid to all victims of the Ponzi scheme.
Mr. Schneiderman said Mr. Picard's theory is "fallacious."  He
argued that most of the settlement should go to Mr. Merkin's own
clients, who weren't customers of the Madoff firm and won't
receive distributions authorized by the bankruptcy court.

The report notes that Mr. Schneiderman also agreed that he won't
take any steps to carry out the settlement or transfer any of the
$410 million while the dispute over venue percolates.  In return,
Mr. Picard agreed not to go ahead with a hearing for a preliminary
injunction preventing Mr. Schneiderman from completing the
settlement.

The lawsuit with Schneiderman is Picard v. Schneiderman,
12-01778, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      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.


CATALENT PHARMA: S&P Rates New $250MM Senior Notes 'B'
------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Catalent
Pharma Solutions Inc.'s proposed $250 million senior notes. "We
rated the notes 'B' (one notch below the 'B+' corporate credit
rating on the company) with a recovery rating of '5', indicating
our expectation of modest (10%-30%) recovery in the event of
default. The 'B+' corporate credit rating and stable outlook on
Catalent remain unchanged. The company intends to use proceeds
from the new notes to repay a portion of the borrowings under its
existing higher coupon $619.1 million senior payment-in-kind (PIK)
notes, which we also rate 'B'," S&P said.

"The rating reflects Catalent's 'highly leveraged' (under Standard
& Poor's criteria) financial risk profile, characterized by
adjusted leverage that we expect to be sustained at over 6x over
the next year and funds from operations to total debt in the high-
single digits. The ratings also reflect the company's
'satisfactory' business risk profile: Catalent has a leading
position in the outsourced pharmaceutical manufacturing space,
business scale and diversity, and long-term contractual
arrangements, promoting business stability," S&P said.

RATINGS LIST

Catalent Pharma Solutions Inc.
Corporate Credit Rating                  B+/Stable/--

New Ratings

Catalent Pharma Solutions Inc.
$250 mil senior nts                      B
   Recovery Rating                        5


CIRCUS AND ELDORADO: Asks to Disqualify Rejection Votes
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
owner of Reno, Nev., Silver Legacy Resort Casino is asking the
bankruptcy court to disqualify the votes of noteholders who have
rejected its plan, including the vote of Black Diamond Capital
Management LLC, as that group tries to end the exclusivity period
and rally support for an alternative reorganization plan.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CLAIRE'S STORES: S&P Affirms 'B' Rating on $1.1-Bil. Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating, with a
recovery rating of '2', on Claire's Stores Inc.'s senior secured
first-lien notes due 2019, following the company's announcement of
an add-on which brings the total amount to $1.1 billon. According
to the company, it plans to use the proceeds from the add-on
first-lien notes to repay the term loan B.

All other ratings on the company, including the 'B-' corporate
credit rating, remain unchanged.

RATINGS LIST
Claire's Stores Inc.
Corporate Credit Rating                   B-/Stable/--

Ratings Affirmed

Claire's Stores Inc.
  $1.1 bil first-lien notes due 2019       B
   Recovery Rating                         2


CONSOLIDATED TRANSPORT: Marquette Trans Extends $4.75MM DIP Loan
----------------------------------------------------------------
Tandem Transport Corp. asks the Court to enter interim and final
orders:

     -- authorizing the use of cash collateral and the granting
        of adequate protection, and

     -- allowing Tandem Transport to borrow under a secured
        debtor-in-possession financing with Marquette
        Transportation Finance, Inc.

Debtor-affiliates Consolidated Transport Systems, Inc., Transport
Investment Corporation, and Tandem Eastern, Inc., will serve as
guarantors under the DIP financing facility.

Marquette has committed to provide up to $4,750,000 under the DIP
facility.

Tandem Transport seeks authority to use Cash Collateral for the
initial period effective from Aug. 31, 2012 through Sept. 30,
2012.

Consolidated, the first to file for bankruptcy, filed an emergency
motion to use cash collateral.  At a hearing Aug. 29, Consolidated
obtained interim permission to use cash collateral to pay
postpetition payroll and federal taxes.  The order was signed by
Chief Judge Robert E. Grant.  The Court will hold a final hearing
on Consolidated's motion to use cash collateral on Sept. 24.

These entities may claim an interest in the cash collateral:

     * Marquette, by virtue of a revolving line of credit in the
       approximate amount of $3,115,640, which is secured by
       virtue of a blanket security interest in Tandem Transport's
       assets;

     * DCFS USD LLC, by virtue of a purported assignment of leases
       between Consolidated and Transport, General Electric
       Capital Corporation, by virtue of a purported assignment of
       leases between Consolidated and Transport and Navistar
       Financial, by virtue of a blanket security interest in the
       Borrower's assets;

     * DCFS USD LLC, by virtue of a purported assignment of leases
       between Consolidated and Transport, General Electric
       Capital Corporation;

     * VFS US LLC, by virtue of a blanket security interest in the
       Borrower's assets; and

     * DCFS USD LLC, by virtue of a purported assignment of leases
       between Consolidated and Transport, General Electric
       Capital Corporation.

Tandem Transport proposes to use Cash Collateral to meet its
postpetition obligations to maintain assets, pay employees,
payroll taxes, insurance, utilities, fuel suppliers and other
vendors, overhead, lease expenses and other expenses incurred
during the pendency of the bankruptcy case, as well as to make
payments to the DIP Lender.

Tandem Transport proposes to use the DIP Loan to also fund its
postpetition obligations to maintain assets, pay employees,
payroll taxes, insurance, utilities, fuel suppliers and other
vendors, overhead, lease expenses and other expenses incurred
during the pendency of the bankruptcy case, as well as to make
payments to the DIP Lender.

As part of the adequate protection for any diminution in the value
of the Cash Collateral Creditors' interests in their prepetition
collateral, pursuant to Sections 361 and 363 of the Bankruptcy
Code, Tandem Transport proposes to grant the Cash Collateral
Creditors continuing liens upon all property of the Debtor of the
same type, description and priority as the pre-petition collateral
to the extent the Cash Collateral Creditors hold a valid, properly
perfected lien on such collateral as of the Petition Date.

The DIP Lender is requesting that the Debtor seek a finding by the
Court that the DIP Lender's liens on the Debtor arising prior to
the Petition Date are valid, binding, and non-avoidable
obligations of the Debtor, there are no defenses to the
obligations by the Debtor, and the Debtor has no causes of action
under state law or chapter 5 of the Bankruptcy Code.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtors' counsel.  The petition was
signed by Jeffrey T. Gross, president.


CONSOLIDATED TRANSPORT: Wants to Hire Taft Stettinius as Counsel
----------------------------------------------------------------
Consolidated Transport Systems, Inc., seeks Bankruptcy Court
authority to employ Taft Stettinius & Hollister LLP as counsel.

The Firm, prior to the filing of the chapter 11 cases and pursuant
to the parties' Engagement Letter has been engaged to represent
the Debtor in connection with its case.

The standard hourly rates, effective Jan. 1, 2012, charged by the
attorneys and paraprofessionals in the Firm's Indiana based
Bankruptcy, Business Restructuring and Creditor Rights' Practice
Group are:

     Andrew T. Kight           Partner            $370
     Casey C. Schwartz         Associate          $280
     Celeste A. Brodnik        Paralegal          $245
     Erin C. Nave              Associate          $235
     Jeffrey J. Graham         Partner            $380
     Jerald I. Ancel           Partner            $535
     John R. Humphrey          Partner            $380
     Marlene Reich             Partner            $475
     Michael P. O'Neil         Partner            $475
     Sharon I. Shanley         Associate          $345

The Firm received a bankruptcy retainer from the Debtor prior to
the Petition Dates in the amount of $25,000 in addition to the
filing fee of $1,046.  This bankruptcy retainer remains in the
Firm's trust account to be drawn upon if a monthly statement is
not paid pursuant to the terms of the Firm's engagement and any
compensation procedures approved by the Court.

To the best of the Debtor's knowledge, the Firm does not have any
relevant connection with the Debtor, its creditors, any other
party-in-interest, their attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtors' counsel.  The petition was
signed by Jeffrey T. Gross, president.


CONSOLIDATED TRANSPORT: 2 Lenders Want to Repossess Equipment
-------------------------------------------------------------
Mercedes-Benz Financial Services USA LLC and Navistar Financial
Corporation are asking the Bankruptcy Court to lift the automatic
stay in the Chapter 11 cases of Consolidated Transport Systems
Inc. and its affiliated debtors so they may exercise their rights
under prepetition equipment financing agreements with the Debtors.

Mercedes-Benz Financial Services USA LLC, successor in interest to
DCFS USA, LLC, DaimlerChrysler Financial Services Americas LLC,
and Daimler Chrysler Truck Financial, extended financing for the
Debtors' purchase of certain trailers and tractors.  Navistar
Financial also financed the Debtors' purchase of certain trailers.

The equipment lenders assert the Debtors are in default under the
loan agreements.  The Debtors owe MBFS $2,816,422 under the Loan
Agreements, exclusive of late charges totaling $176,145.  Past due
payments total $484,707 as of the Petition Date.

As of the Petition Date, CTS owed Navistar Financial at least
$3,199,584.

Both equipment lenders assert valid, perfected, and enforceable
first priority lien against and security interest in the equipment
and related proceeds.  The lenders seek relief from the automatic
stay so they may immediately exercise state law remedies,
including the right to recover possession and liquidate the
Equipment Collateral.  In the alternative, the lenders ask the
Court to condition the Debtors' continued use of the Equipment
Collateral and Cash Collateral on entry of an order granting them
adequate protection, including periodic payments.

Attorneys for Navistar Financial Corporation are:

          Michael K. McCrory, Esq.
          Jonathan D. Sundheimer, Esq.
          BARNES & THORNBURG LLP
          11 South Meridian Street
          Indianapolis, IN 46204
          Tel: (317) 236-1313
          Fax: (317) 231-7433
          E-mail: michael.mccrory@btlaw.com
                  jsundheimer@btlaw.com

Attorneys for Mercedes-Benz Financial Services USA LLC are:

          Stephen B. Grow, Esq.
          Warner Norcross & Judd LLP
          111 Lyon St. NW Suite 900
          Grand Rapids, MI 49503
          Tel: 616-752-2158
          Fax: 616-222-2158
          E-mail: sgrow@wnj.com

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtors' counsel.  The petition was
signed by Jeffrey T. Gross, president.


CONSOLIDATED TRANSPORT: Intends to Assume Services Deal With Pilot
------------------------------------------------------------------
Tandem Transport Corp. seeks bankruptcy court permission to assume
its Direct Bill Purchase Agreement with Pilot Travel Centers LLC.
The deal allows the Debtors to refuel and service their fleet at
the numerous Pilot locations across the country without delay.
Further, Pilot offers substantial discounting relative to other
fueling locations due to bulk discounts on fuel, reducing the
Debtors' largest expense, as well as "no cost" on transaction
fees.  The Debtors' fleet consists of 275 tractors and 330
trailers.

The Debtors also said the Pilot locations provide driver services
such as showers and places to park so drivers can take their
required resting periods.  As the Debtors' trucking business runs
seven days per week and the deliveries of loads are extremely
time-sensitive, any interruption in their ability to make timely
deliveries would cause costly delays in the Debtors' delivery
services and likely result in the loss of clients.

The Debtors said they are unable to find a suitable substitute for
the services provided in a timely manner and avoid the irreparable
harm that would come from an inability to obtain the services
provided by Pilot.

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed their chapter 11 proceedings to give
them the necessary breathing room provided by the Bankruptcy Code,
as well as a single forum to allow them to effectively restructure
their operations.

Consolidated and Tandem each estimated $10 million to $50 million
in assets and liabilities.  Transport Investment estimated less
than $50,000 in assets and up to $50 million in liabilities.  Two
other entities that filed are Transport Investment Corporation and
Tandem Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, serve as the Debtors' counsel.  The petition was
signed by Jeffrey T. Gross, president.


COMMODITIES ONLINE: Attorney, 2 Others Charged in $27.5MM Fraud
---------------------------------------------------------------
The Securities and Exchange Commission charged an attorney and two
others living in South Florida for their roles in a $27.5 million
investment scheme that led investors to believe they were
purchasing securities consisting of "pre-sold" commodities
contracts with a pre-determined profit. However, the supposed
profits actually distributed to investors were largely taken from
other investors' funds.

The SEC halted the scheme last year when it obtained an asset
freeze and a court-appointed receiver over the companies involved:
Commodities Online LLC and Commodities Online Management LLC. The
SEC's follow-up charges are against the founder and former
president of the company, James C. Howard III, as well as the
company's vice president Louis N. Gallo III and outside counsel
Michael R. Casey, who later became the president.

"This trio teamed up to employ all the hallmarks of an investment
scheme," said Eric I. Bustillo, Director of the SEC's Miami
Regional Office. "Howard met with prospective investors at a
luxury hotel to emanate a false sense of wealth and security,
Gallo oversaw an in-house boiler room that drummed up investor
interest, and Casey was the company's purported legal counsel who
acted anything but lawyerly."

In a parallel action, the U.S. Attorney's Office for the Southern
District of Florida today announced criminal charges against
Howard, Gallo, and Casey.

According to the SEC's complaint filed in federal court in Miami,
Commodities Online offered investors the chance to participate in
its purportedly profitable brokering of physical commodities via
pre-sold contracts -- for example, the purchase and sale of large
amounts of seafood or iron ore.  Investors were sold participation
units in unregistered private placement offerings, each supposedly
tied to a commodities transaction in which Commodities Online had
already secured a buyer and a seller of the commodity.  These
participation units would purportedly generate predetermined
profits for investors.

The SEC alleges that in reality, Commodities Online performed only
a limited percentage of the commodities transactions that were
promised to investors. The majority of "profits" allocated or
distributed to investors were not profits from completed
commodities transactions, but instead taken from the funds of
other investors. Meanwhile, Howard and Gallo were dissipating
millions of dollars in investor funds to largely sham companies.
Through these companies, Howard and Gallo stole investor funds for
their own use. For example, Howard met with prospective investors
at a luxury hotel in Fort Lauderdale and offered Commodities
Online membership interests. He told investors that the funds
raised from the offering would be used for the company's start-up
costs such as salaries, marketing, and advertising. However,
within weeks of receiving $2 million in investor funds for the
purchase of the membership units, Howard siphoned $1.45 million to
another entity he controlled. Furthermore, Howard failed to
disclose to prospective investors that he's a convicted felon.

According to the SEC's complaint, Howard stepped down as the
company's president in 2010 after he was arrested for an unrelated
investment fraud. He was replaced by Casey, who misled investors
about Howard's continuing control over Commodities Online while
also misrepresenting the profitability, structure, and existence
of the purported commodities contracts to investors. Casey also
failed to tell at least one investor that the funds raised from
the purchase of membership interests had previously been
misappropriated by Howard.

The SEC alleges that Gallo ran an in-house "boiler room" of
telephone sales agents and a network of approximately 20 regional
and international sales offices. He failed to disclose to
investors that he previously pled guilty to federal bank fraud and
other felonies and was serving a term of supervised release while
employed at Commodities Online. Gallo also misled investors about
Howard's role at Commodities Online.

The SEC's complaint charges Howard, Gallo and Casey with
violations of Sections 5(a), 5(c) and 17(a) of the Securities Act
of 1933, and Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5. They're also charged with aiding and abetting
violations by Commodities Online and Commodities Online Management
of Section 10(b) of the Exchange Act and Rule 10b-5. Howard is
further charged with a violation of Section 20(a) of the Exchange
Act as a control person of Commodities Online, and the complaint
alleges he is therefore jointly and severally liable for
Commodities Online's violations of Section 10(b) of the Exchange
Act and Rules 10b-5. The SEC is seeking disgorgement of ill-gotten
gains plus prejudgment interest, financial penalties, and
permanent injunctions against Howard, Gallo, and Casey. The SEC's
complaint also names several relief defendants for the purposes of
recovering investor money steered to those entities in the scheme:
Sutton Capital LLC, J&W Trading LLC, American Financial Solutions
LLC, and Minjo Corporation.

The SEC's investigation was conducted by Senior Investigations
Counsel Robert H. Murphy, Senior Counsel Melissa J. Mitchell, and
Staff Accountant Timothy J. Galdencio under the supervision of
Assistant Regional Director Eric R. Busto in the Miami Regional
Office. James M. Carlson will lead the SEC's litigation efforts.

The SEC acknowledges the assistance and cooperation of the U.S.
Attorney's Office for the Southern District of Florida, the
Federal Bureau of Investigation's Miami Division, and the Florida
Office of Financial Regulation.


CONTEC HOLDINGS: Prepack Confirmation Hearing Set for Oct. 4
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge in Delaware scheduled a
confirmation hearing on Oct. 4 to approve Contec Holdings Ltd.'s
prepackaged Chapter 11 plan.

As reported in the Aug. 31, 2012 edition of the Troubled Company
Reporter, the Debtors solicited votes on the Plan prepetition.
Over one half of the prepetition secured lenders collectively
holding at least two-thirds in amount of outstanding obligations
under their senior credit agreement have voted to accept the Plan.
In addition, all holders of subordinated notes claims have voted
to accept the Prepackaged Plan.

The Debtors' prepetition long-term debt obligations total
$360 million.  About $201 million of that amount represents senior
secured obligations to lenders led by Barclays Bank PLC, as
administrative agent, collateral agent, issuing lender and swing
line lender.  There is also $159 million owed on account of
unsecured subordinated notes under a note purchase agreement with
American Capital Financial Services, Inc. as administrative agent,
and American Capital and certain of its affiliates, as note
purchasers.

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.  The senior lenders
have agreed to carve out a portion of their collateral to ensure
the payment of general unsecured trade claims.

Holders of subordinated note claims totaling $159 will receive on
the effective date a pro-rata share of warrants and $25,000.

Holders of existing equity interests in CHL LTD, the parent, won't
receive anything.

A copy of the Disclosure Statement is available for free at:

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

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of 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.

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.

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.

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.


CONVATEC INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Skillman, N.J.-based ConvaTec Inc. The outlook is
stable.

"We also affirmed our 'B+' secured debt rating and 'B' senior
unsecured debt rating. The '3' recovery rating on the secured debt
and the '5' recovery rating on the unsecured debt remain
unchanged," S&P said.

"Although ConvaTec will be issuing debt to finance a majority of
the acquisition, we believe this will be a neutral to modestly de-
leveraging event," explained Standard & Poor's credit analyst
Cheryl Richer, "because of its already high adjusted debt
leverage--11.4x for the 12 months ended June 30, 2012. We also
believe the acquisition will be slightly cash flow positive (net
of incremental interest expense)."

"Although it diversifies ConvaTec's product portfolio and is
complementary to the company's direct-to-consumer model," added
Ms. Richer, "the acquisition is not big enough to have any impact
on our assessment of its business risk profile as 'satisfactory.'"

"We rate ConvaTec's bank facilities and secured notes 'B+' with a
recovery rating of '3', reflecting our expectations of meaningful
recovery (50% to 70%) of principal in the event of payment
default. The facilities consist of a $250 million revolving credit
facility (which can be drawn in U.S. dollars, euros, pounds
sterling, or Danish krone), a $500 million U.S. dollar-denominated
secured term loan, a EUR550 million ($726 million dollar
equivalent at March 31, 2012) secured term loan, and EUR300
million ($396 million dollar equivalent) senior secured notes,"
S&P said.

"We rate the company's $745 million U.S. dollar-denominated senior
unsecured notes and EUR250 million ($330 million dollar
equivalent) senior unsecured notes 'B' with a recovery rating of
'5', reflecting our expectations of modest recovery (10% to 30%)
of principal in the event of a payment default," S&P said.

"The ratings on ConvaTec reflect its 'highly leveraged' financial
risk profile, with adjusted debt to EBITDA and funds from
operations to adjusted debt expected to remain at about 12x and
under 5%, respectively, over the next several years. We view the
company on a consolidated basis at Luxembourg-based parent holding
company ConvaTec Healthcare B S.a.r.l. ConvaTec was spun out from
Bristol-Myers Squibb Co. in 2008 and purchased by Nordic Capital
and Avista Capital Partners. At that time, the sponsors invested
about $2 billion in mandatorily redeemable preferred equity
certificates (PECs). We view the PECs and accrued dividends as
debt. ConvaTec has a satisfactory business risk profile because of
its product, geographic, and customer diversity; leading market
positions and strong and varied customer relationships; and steady
product demand," S&P said.

"Our rating outlook on ConvaTec is stable, reflecting our
expectation that leverage will remain high despite modestly
improving operating trends. We could raise the ratings if adjusted
debt leverage declines significantly (to under 5x), although we do
not expect this material a change unless the PECs are replaced
with common equity. We could lower our ratings on ConvaTec if
liquidity weakens. With $300 million of incremental debt, we think
that ConvaTec's debt leverage EBITDA covenant cushion could fall
to under 15% in the second half of 2013 if the rate of EBITDA
growth slowed to only 2%, given the covenant step-downs," S&P
said.


COSTA DORADA: Has Until Sept. 15 to File Amended Plan Outline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico extended
until Sept. 15, 2012, Costa Dorada Apartments Corp.'s time to file
a second amended plan of reorganization and an explanatory
disclosure statement.

The Court previously extended until Aug. 15, the Debtor's time to
file an amended plan.  The Debtor explained, in its motion, that
it is still analyzing creditor PRLP 2011 Holdings, LLC's claim in
order to assess its adequacy and provide for an adequate
disclosure statement and a feasible plan for the benefit of all
parties in the case.

Additionally, the Debtor related that it is obtaining certain
recent appraisal reports made upon the Debtor's real properties by
secured creditor Scotiabank de Puerto Rico.  The information is
crucial in providing adequate disclosure within the documents to
be filed, the Debtor said.

                      The Chapter 11 Plan

As reported in the Troubled Company Reporter on June 6, 2012, the
Debtor has submitted a First Amended Plan that provides that upon
confirmation, the Debtor will have sufficient funds to make all
payments then due.  According to the Disclosure Statement, the
funds will be obtained from these sources:

   1) sale of 15 apartment units in the project;

   2) rent and regular operation of the other apartments as part
      of the hotel facilities;

   3) sale of the remnant land of 3.5 cdas located at State Road
      466 Bajuras Ward in Isabela, Puerto Rico; and

   4) rent and regular operation of the other apartments as part
      of the Time Sharing (Vacation Plan) project.

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

                   About Costa Dorada Apartments

Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in
Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr.
D.P.R. Case No. 11-03960) on May 10, 2011.  The Debtor disclosed
$10.7 million in assets and $8.6 million in liabilities as of the
Chapter 11 filing.  The Hon. Enrique S. Lamoutte Inclan, presides
over the case.  The petition was signed by Carlos R. Fernandez
Rodriguez, its president.  Wigberto Lugo Mender, Esq., at Lugo
Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as
counsel.


DECISION INSIGHT: S&P Lowers CCR to 'B-' on Weak Earnings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on U.S.-based property information provider Decision
Insight Information Group (U.S.) I Inc. (DIIG) to 'B-' from 'B'.
The outlook is stable.

"We also lowered our issue-level rating on the company's first-
lien credit facility to 'B' from 'B+'. The recovery rating on the
debt of '2' is unchanged," S&P said.

"We base the downgrade on DIIG's weak earnings in the past year
and our expectation that they will remain weak in 2012 and beyond,
causing debt leverage to remain above 7x in the near-to-medium
term," said Standard & Poor's credit analyst David Fisher.

"While the company has taken various actions to improve its
operating results (including cost cutting, pricing actions, and
product enhancements), earnings continue to decline with segment-
level EBITDA in the six months ended June 30, 2012, down about 4%
from the previous year period and total EBITDA (excluding
adjustments) down about 9%. We believe management will be hard
pressed to increase DIIG's earnings and meaningfully deleverage
the company in the near-to-medium term given our view that market
conditions will remain tough in all of its segments. Specifically,
the key U.S. property insurance division faces increased
competition, in our view, and the North American and U.K.
financial services segments continue to face macroeconomic
headwinds," S&P said.

"The ratings on DIIG are based on the consolidation of the company
with its parent (Property Data Holdings Ltd.; not rated) and its
related entities. These companies collectively operate as Decision
Insight Information Group," S&P said.

"The ratings on DIIG reflect what Standard & Poor's views as the
company's highly leveraged financial risk profile characterized by
adjusted debt to EBITDA above 7x, weak cash flow protection
measures, 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 the company's relatively small
scale, moderate diversity, and weak operating performance in
recent years," S&P said.

"The stable outlook reflects our expectation that the company
should generate modest free operating cash flow and maintain
adequate liquidity in the near term, despite its highly leveraged
capital structure. Increasing competitive pressures and weak
macroeconomic trends have diminished DIIG's ability to absorb
competitive losses, operational missteps, or lower demand. As
such, we could downgrade the company if adjusted debt-to-EBITDA
deteriorates to more than 8.5x, the company fails to generate
positive free operating cash flow, or if covenant headroom
tightens to less than 10%. A near-term upgrade is unlikely at
present, but we could consider it if leverage improved to 6x or
Better," S&P said.

DIIG is a privately owned company that does not publicly release
financial information.


DELTA PETROLEUM: Has $29.4-Mil. Net Loss in 1st Half of 2012
------------------------------------------------------------
Delta Petroleum Corporation filed with the U.S. Securities and
Exchange Commission its annual report for year ended Dec. 31,
2011, and its periodic reports for the first and second quarter of
2012.

The Company disclosed in the Form 10-K a net loss of $470.04
million on $63.88 million of total revenue in 2011, a net loss of
$194.01 million on $60.99 million of total revenue in 2010, and a
net loss of $349.68 million on $116.31 million of total revenue in
2009.

Delta Petroleum reported a net loss of $13.46 million on $9.91
million of total revenue for the three months ended March 31,
2012, compared with a net loss of $30.26 million on $17.63 million
of total revenue for the same period during the previous year.

The Company disclosed a net loss of $15.91 million on $7.70
million of oil and gas sales for the three months ended June 30,
2012, compared with a net loss of $963,000 on $16.88 million of
oil and gas sales for the same period during the prior year.

For the six months ended June 30, 2012, the Company reported a net
loss of $29.37 million on $17.61 million of oil and gas sales,
compared with a net loss of $28.80 million on $34.59 million of
oil and gas sales for the same period a year ago.

At June 30, 2012, the Company's balance sheet showed $364.75
million in total assets, $342.01 million in total liabilities and
$22.74 million in total Delta stockholders' equity.

A copy of the 2011 Form 10-K is available for free at:

                         http://is.gd/qF8fhv

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

                        http://is.gd/NH8G3F

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

                        http://is.gd/5oxOCW

                        About Delta Petroleum

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

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

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

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively


EMMONS-SHEEPSHEAD: Sec. 341 Creditors' Meeting Set for Oct. 1
-------------------------------------------------------------
The U.S. Trustee for Region 2 in Brooklyn will convene a Meeting
of Creditors under U.S.C. Sec. 341(a) meeting in the Chapter 11
case of Emmons-Sheepshead Bay Development LLC, on Oct. 1, 2012, at
1:00 p.m. at 271 Cadman Plaza East, Room 4529, in Brooklyn.

The Court also has scheduled a Status Conference in the case for
Oct. 16 at 11:00 a.m. at Courtroom 3585.

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


ENERGY CONVERSION: Chapter 11 Plan Effective
--------------------------------------------
BankruptcyData.com reports that the Second Amended Chapter 11 Plan
of Liquidation for Energy Conversion Devices and United Solar
Ovonic became effective, and the Company emerged from Chapter 11
protection.

BankruptcyData.com relates that documents filed with the Court
further explain, "the Plan provides the most expedited recovery.
Litigation of the intricate issues could delay distribution to any
creditors for extensive periods. The Plan, on the other hand,
contemplates an initial distribution as to Administrative Expense
Claims, Priority Claims, Priority Tax Claims, and Secured Claims
on the Effective Date and will facilitate prompt distributions
thereafter."

The TCR, citing Bill Rochelle, the bankruptcy columnist at
Bloomberg News, reported on Aug. 9, 2012, that the U.S. Bankruptcy
Court in Detroit in July signed a confirmation order approving a
reorganization plan where unsecured creditors with up to
$337 million in claims were told they could expect a recovery
between 50.1% and 59.3%.  The plan creates a trust to sell
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.  A liquidation analysis attached to
the disclosure statement showed cash of $139.5 million.  When
other assets are liquidated, the company projected total proceeds
would be $182 million to $196 million.  After expenses and claims
of higher priority are paid, the disclosure statement predicted
that $168.7 million to $182.2 million would remain for unsecured
creditors.

                     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.


EXAMWORKS GROUP: MedHealth Buyout No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's Investors Services said that ExamWorks Group, Inc.'s
acquisition of Australia-based MedHealth Holdings Pty Limited is a
modest credit negative for the company but has no immediate impact
on ExamWorks' B2 Corporate Family Rating or stable outlook.

The last rating action on ExamWorks' was on July 8, 2011, at which
time Moody's assigned its initial B2 CFR to the company.

The principal methodology used in rating ExamWorks Group, Inc. was
the Global Business & Consumer Service Industry Methodology,
published in October 2010. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Headquartered in Atlanta, GA, ExamWorks, Inc. is a leading
provider of independent medical examinations, consisting of peer
reviews, bill reviews and IME-related services to the insurance
and legal industries, third-party administrators, self-insured
parties and federal and state agencies. The company's portfolio of
services includes medical assessment programs designed to meet the
specific needs of first-party insurers, attorneys, municipalities
and third-party administrators pertaining to workers'
compensation, automobile, no-fault liability, short-term and long-
term disability, group health and no-fault claims. Revenue for the
twelve months ended June 30, 2012 was approximately $476 million.


FLAGSTONE REINSURANCE: Fitch Changes Rating Watch on Several Notes
------------------------------------------------------------------
Fitch Ratings revised the Rating Watch on Flagstone Reinsurance
Holdings, S.A. (NYSE: FSR) and subsidiaries (collectively,
Flagstone) to Evolving from Negative.

The Rating Watch revision follows the Aug. 30 2012 joint
announcement by Flagstone and Validus Holdings, Ltd. (Validus)
that Validus would acquire Flagstone in a transaction valued at
$623 million, including $148 million in cash and 0.1935x Validus
voting common shares per Flagstone share.  The transaction is
expected to close late in the fourth quarter of 2012.

The Rating Watch Evolving reflects Fitch's expectation that if the
transaction closes at the terms described above, the agency will
bring Flagstone's ratings in line with Validus' ratings.

Validus currently has the same ratings as Flagstone and a Positive
Rating Outlook.  Fitch expects to review the ratings of Validus as
part of its normal annual review process prior to the expecting
closing of the purchase of Flagstone.

Conversely, if the transaction failed to close at the terms
described above, Fitch would likely downgrade Flagstone's ratings.

Fitch has revised the Rating Watch to Evolving from Negative for
the following ratings.

Flagstone Reassurance Suisse SA:

  -- Insurer Financial Strength 'A-'.

Flagstone Reinsurance Holdings, S.A.

  -- Long-term Issuer Default Rating (IDR) 'BBB+';

  -- $120 million of floating rate subordinated debentures due
     Sept. 15, 2036 'BB+';

  -- EUR13 million of floating rate subordinated debentures due
     Sept. 15, 2036 'BB+';

  -- $25 million of floating rate subordinated debentures due
     Sept. 15, 2037 'BB+'.

Flagstone Finance S.A.

  -- Long-term IDR 'BBB+';

  -- $100 million of floating rate subordinated debentures due
     July 30, 2037 'BB+'.


GARY PHILLIPS: Panel Wants Motion to Turnover Cash Denied
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Gary Phillips Construction, LLC, asked the U.S. Bankruptcy
Court for the Eastern District of Tennessee to deny Regions Bank's
motion for turnover of cash collateral and disbursement of sale
proceeds.

The Committee said that Grovemont No. 482 had $74,000 worth of
equity because the Debtor used its own funds to finish and sell
the property.  Regions has refused to make any further funding.
Regions was paid interest and advances at the Grovemont closing.
The Debtor has averred that the lien on Grovemont No. 482 is not
cross-collateralized and Regions is not entitled to recover those
funds.

As reported in the Troubled Company Reporter on June 12, 2012,
according to Regions Bank, pursuant to its Deed of Trust and
Assignment of Rents, the Bank has liens on multiple parcels of
real property, well as the Debtor's cash collateral.  On Oct. 24,
2011, the Court granted Regions Bank's request for relief of
automatic stays, for adequate protection, and to prohibit or
condition use of the cash collateral.

Regions Bank asserted that prior to obtaining relief from the
stay, certain real properties that were encumbered by the Bank's
Deed of Trust were sold, including 421 Brookside Drive,
Elizabethton, Tennessee and 482 Grovemont Place, Piney Flats,
Tennessee.  The foregoing sales produced excess proceeds of $4,286
and $74,099, respectively, with said amounts being paid into cash
collateral rather than to the Bank; however, said amounts remain
impressed with the Bank's lien given that each parcel secures all
of the Debtor's obligations to the Bank.  The Bank relates that
the foregoing amounts represent the proceeds of the sale of the
Bank's collateral.

The Bank requested for the disbursement of funds in the Debtor's
possession that are attributable to, or proceeds from the sale of
Regions' collateral properties, plus interest, including all
amounts attributable to the sales because of the Debtor's failure
to submit a Plan, the lack of any real prospect for a successful
reorganization, and the Debtor's declining operating account
balance.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


GARY PHILLIPS: Commercial Bank Waives Foreclosure Until Oct. 15
---------------------------------------------------------------
Secured creditor Commercial Bank, Inc., in an amended second
motion, asks the U.S. Bankruptcy Court for the Eastern District of
Tennessee to approve an agreement providing for adequate
protection and modification of automatic stay in the Chapter 11
case of Gary Phillips Construction, LLC.

On April 20, 2011, Commercial Bank filed a motion for relief from
the automatic stay, or in the alternative, to compel adequate
protection.  In settlement of the motion, the parties entered into
an agreed order modifying the automatic stay and providing for
adequate protection payments which was approved by the Court on
Aug. 16, 2011.  The agreed order provided for adequate protection
payments through April 1, 2012, and also permits Commercial Bank
to proceed with power of sale foreclosure on or after April 1,
2012, if the Debtor has not submitted and confirmed a Chapter 11
Plan by April 1, 2012.  Subsequently, the parties entered into a
second agreed order.

In this relation, the Debtor, Commercial Bank, the Official
Committee of Unsecured Creditors and the U.S. Trustee agreed to,
among other things:

   -- an extension of the adequate protection payments through
      October 2012;

   -- extensions of the time for the Debtor-In-Possession to
      submit a Plan and for confirmation of the same; and

   -- Commercial Bank will not begin foreclosure until after
      Oct. 15, 2012, and only if the Debtor does not submit a
      Plan, or cannot obtain confirmation of the Plan by Oct. 15,
      2012.

                 About Gary Phillips Construction

Piney Flats, Tennessee-based Gary Phillips Construction, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case
No. 10-53097) on Dec. 3, 2010.  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's counsel.  The Debtor tapped Wayne Turbyfield as
accountant.  The Debtor tapped the law firm of Bearfield &
Associates as special counsel.  The Court denied the application
to employ Crye-Leike Realtors as realtor.  In its schedules, the
Debtor disclosed $13,255,698 in assets and $7,614,399 in
liabilities as of the Petition Date.

Daniel M. McDermott, the U.S. Trustee for Region 8, appointed six
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Dean B. Farmer, Esq., at Hodges, Doughty &
Carson, PLLC, serves as the committee's counsel.


HECKMANN CORP: S&P Puts 'B+' CCR on Watch on $381MM Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on Coraopolis, Pa.-based
Heckmann Corp. on CreditWatch with developing implications.

"The CreditWatch placement follows Heckmann's announcement that it
plans to acquire Power Fuels for approximately $381 million," said
credit analyst James Siahaan. "Under the terms of the agreement,
Heckmann plans to fund the purchase with approximately $125
million in cash, primarily from borrowings under its revolving
credit facility, and 95 million shares of common stock."

"We plan to resolve the CreditWatch prior to the transaction's
expected closing in the fourth quarter of 2012. We could raise the
ratings if the improvement in Heckmann's pro forma debt leverage
is viewed to be sustainable, or because of potential improvement
in the company's business risk profile, which may include enhanced
scale and increased diversity coming from Power Fuels' market
presence in the Bakken Shale basin. However, we could also lower
the ratings modestly if we believe that the fundamental dynamics
of shale gas exploration are likely to deteriorate, the company's
financial profile turns more aggressive due to higher than
expected growth outlays, or if potential integration challenges
are viewed as a potential strain to Heckmann's operating
performance. We could also affirm the ratings if we believe the
risks and benefits of the transaction are neutral to overall
credit quality," S&P said.


HOSTESS BRANDS: Circuits Split on Trademarks, Executory Contracts
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that circuit courts disagree over how trademark licenses
should be treated in bankruptcy.  Last week, the U.S. Court of
Appeals in St. Louis parted company with a June 2010 opinion from
the appeals court in Philadelphia.

According to the report, the Eighth Circuit in St. Louis didn't
mention a July opinion from the appeals court in Chicago taking a
different approach to trademark licenses in bankruptcy.  The new
Eighth Circuit case involved the first bankruptcy reorganization
of Interstate Brands Corp., now named Hostess Brands Inc.  Hostess
is now undergoing reorganization in White Plains, New York.  In
the first bankruptcy, the bankruptcy court decided that a
trademark license was an executory contract and allowed the
company to reject the license.  The district court affirmed.

The report relates that on appeal, the Eighth Circuit affirmed in
a 2-1 opinion.  The case involved part of IBC's baking business
sold to another baker years before the first bankruptcy.  There
was a trademark license agreement accompanying the asset purchase
agreement.  The license agreement gave the buyer a perpetual
royalty-free use of specified trademarks in specified territory.

The Bloomberg report discloses that the majority opinion by
Circuit Judge Kermit E. Bye concluded that the license agreement
was an executory contract that IBC could reject.  Circuit Judge
Steven M. Colloton dissented.  For the majority, Judge Bye
declined to follow an opinion from June 2010 where the Third
Circuit in Philadelphia decided on similar facts that a license
agreement wasn't an executor contract and couldn't be rejected.
Judge Bye saw the Third Circuit case as involving different facts.
In dissent, Judge Colloton said that the transfer of the license
was merely part of a larger sale of assets where IBC, the seller,
had virtually no obligations remaining.  Neither the majority nor
the dissent discussed a decision in June written by Circuit Judge
Frank Easterbrook in Chicago in a case involving the bankruptcy of
Sunbeam Products Inc.  Even if a trademark license was executory,
Easterbrook said that rejection would not prevent the buyer from
continuing to use the mark.

The Eighth Circuit case is Lewis Brothers Bakeries Inc. v.
Interstate Bakeries Corp. (In re Interstate Bakeries Corp.),
11-1850, 8th U.S. Circuit Court of Appeals (St. Louis).

                       About Hostess Brands

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

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

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

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

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

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

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


HUB INTERNATIONAL: S&P Rates $730MM Senior Notes 'CCC+'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured debt rating to HUB International Ltd.'s $730 million
senior notes due 2018. "The unsecured recovery rating is '6',
indicating our expectation for a negligible (0%-10%) recovery for
lenders in the event of a payment default," S&P said.

"We expect total debt levels to increase negligibly (less than 2%)
following the proposed transaction, as HUB will use proceeds of
the $730 million notes issuance to refinance its 9% $305 million
senior notes due in 2014 and its 10.25% $395 million senior
subordinated notes due in 2015, and to pay $30 million in related
fees and expenses. Accordingly, we expect financial leverage of
approximately 6.8x as of June 30, 2012 (pro-forma for the $75
million add-on term loan in August 2012) to remain relatively
unchanged as a result of the notes issuance," S&P said.

"The proposed transaction qualitatively improves HUB's financial
leverage by eliminating any near-term refinancing risk and
extending its maturity profile. The company had also extended the
maturity profile of its senior secured debt through an 'amend and
extend' as well as a refinancing transaction in second-quarter
2012. Following these actions and the currently proposed
transaction, the company will not have any significant debt
maturities until 2016," S&P said.

"The counterparty credit rating on HUB reflects the company's weak
credit protection measures, its low-quality balance sheet with
negative tangible net worth, and the execution risk related to its
debt-funded acquisition strategy. Somewhat offsetting these
weaknesses are HUB's success in enhancing its competitive position
through its acquisition strategy, its good earnings
diversification within the brokerage arena, and a consistent
history of favorable operating results and margins relative to
peers," S&P said.

RATINGS LIST
HUB International Ltd.
Counterparty Credit Rating              B/Stable/--

New Rating
HUB International Ltd.
$730 Mil. Sr. Unsec. Notes Due 2018     CCC+
  Recovery Rating                        6


HW HEARTLAND: Files for Chapter 11 in Dallas
--------------------------------------------
HW Heartland, L.P., filed a bare-bones Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-35790) in its hometown in Dallas on Sept. 3,
2012.

The Debtor estimated assets and debts of at least $10 million.

The Debtor tapped Stephen M. Pezanosky, Esq., at Haynes and Boone,
LLP, in Dallas, as counsel.

HW Heartland GP, LLC, is the sole general partner of the Debtor.


INDIANAPOLIS DOWNS: Defends Fortress Right to Vote on Plan
----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Indianapolis Downs LLC has tackled some of its voting troubles,
defying a bid by outgoing chief Ross Mangano to knock out the
votes of Fortress Investment Group LLC and other key creditors
that support its Chapter 11 exit plan.


                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


JESUP & LAMONT: Suit Against Ex-Officers Survives Dismissal Bid
---------------------------------------------------------------
Bankruptcy Judge Allan L. Gropper declined the request of the
former officers of Jesup & Lamont, Inc., and Jesup & Lamont
Securities Corporation to dismiss an adversary proceeding
commenced against them by the trustee under the confirmed
liquidation plan for the Debtors.

The Liquidating Trustee on March 14, 2012, sued Stephen
Rabinovici, J&L's former chairman, and Alan Weichselbaum, J&L's
former CEO and CFO, alleging that the Defendants breached their
fiduciary duties to J&L.  The Trustee alleges that the Defendants
breached their fiduciary duty by failing to make or properly apply
certain trust fund tax and health care payments, and that they
engaged in improper intercompany transactions and inappropriate
bookkeeping and artificial accounting entries concealing from
regulatory agencies overseeing the securities firm that JLSC did
not meet net capital requirements under Securities and Exchange
Commission rules necessary to continue in business.  In addition,
the Complaint alleges, the Defendants caused J&L to enter into a
ruinous long-term lease approximately three months before the
Financial Industry Regulatory Authority shut down JLSC.  It
further alleges that the Defendants caused the Debtors to make
preferential payments to creditors on whose debts Defendants were
liable as guarantors.  Eventually, FINRA charged JLSC with being
out of compliance with the net-capital rules and, on June 18,
2010, required JLSC to cease conducting new business and to wind
down.

The Defendants moved to dismiss the adversary proceeding under
Fed. R. Civ. P. 12(b)(1) for lack of subject matter jurisdiction,
arguing that the Post-Confirmation Trust cannot assert state law
claims against two non-debtor individuals where, it is alleged,
the Plan does not specifically provide for retention of
jurisdiction, the debtors and bankruptcy estates no longer exist,
and the adversary proceeding does not have a "close nexus" to the
bankruptcy proceedings and is merely a vehicle for increasing
distributions to a sub-group of former creditors.

The Trustee responds that the claims at issue relate directly to
the insolvency that led to the chapter 11 case, that a bankruptcy
court retains post-confirmation jurisdiction over claims that a
liquidating trust inherited from a debtor based on pre-petition
facts, where the proceeds collected from such claims will be
distributed to the debtor's creditors in accordance with a chapter
11 plan, and that even if a bankruptcy court's jurisdiction
narrows post-confirmation, the causes of action have a "close
nexus" with the bankruptcy plan and proceedings, and the Plan
adequately provided for the retention of jurisdiction by this
Court.

Judge Gropper held that the confirmed Plan specifically provided
that all Causes of Action were preserved and transferred to the
Liquidating Trust unless "expressly waived, abandoned,
relinquished, released, compromised or settled in the Plan."  As
the Causes of Action against the officers were not expressly
abandoned or otherwise relinquished or released, they were
adequately preserved under the terms of the Plan.

The case is MATTHEW C. HARRISON, JR., CONFIRMATION TRUSTEE OF THE
JESUP LIQUIDATING TRUST, Plaintiff, v.  STEPHEN RABINOVICI and
ALAN WEICHSELBAUM, Defendants, Adv. Proc. No. 12-01169 (Bankr.
S.D.N.Y.).  A copy of Judge Gropper's Sept. 4 Memorandum Decision
is available at http://is.gd/3iY9bQfrom Leagle.com.

Jesup & Lamont, Inc., was a publicly traded holding company and
its subsidiary, Jesup & Lamont Securities Corporation, was a
brokerage and investment banking firm, regulated by the Financial
Industry Regulatory Authority.  Jesup & Lamont filed a Chapter 11
petition (Bankr. S.D.N.Y. Case Nos. 10-14133) on July 30, 2010.
J&L Securities followed weeks later, filing for Chapter 11 (Bankr.
S.D.N.Y. Case No. 10-15037) on Sept. 24, 2010.  Jesup & Lamont
estimated under $10 million in assets and under $50 million in
debts in its petition.  J&L Securities estimated under $10 million
in both assets and debts.

The cases were initially presided over by Judge Arthur J. Gonzalez
and were later turned over to Judge Gropper upon Judge Gonzalez's
retirement earlier this year.  Ronald J. Friedman, Esq., at
SilvermanAcampora LLP, serves as the Debtors' counsel.

On Oct. 21, 2010, an Official Committee of Unsecured Creditors was
appointed by the United States Trustee.  On Sept. 15, 2011, the
Committee filed a proposed joint plan of reorganization for the
Debtors and a disclosure statement, which was subsequently
amended.  The Court entered an order, on Oct. 6, 2011, confirming
the Committee's Amended Plan of Liquidation.

Matthew C. Harrison, Jr., the confirmation trustee of the Jesup
Liquidating Trust, is represented by:

          Stuart M. Riback, Esq.
          Eric J. Snyder, Esq.
          Zack H. Gross, Esq.
          WILK AUSLANDER LLP
          201 E 42nd St # 900
          New York, NY 10017
          Tel: (212) 421-2233
          E-mail: sriback@wilkauslander.com
                  esnyder@wilkauslander.com
                  zgross@wilkauslander.com


LARSON LAND: Zions First Has Limited Objections to Sale
-------------------------------------------------------
Creditors Zions First National Bank and Zions Credit Corporation
ask the U.S. Bankruptcy Court for the District of Idaho to direct
the Chapter 11 trustee for Larson Land Company, LLC, to revise the
sale procedures to:

   -- specify that both the Debtor and Larson Skyline Farms are in
      default of their obligations owing to Zions Bank and ZCC.

   -- to provide adequate and proper protections for buyers of
      Zions' collateral that is not owned by the Debtor.

   -- comply with the Idaho Uniform Commercial Code as to the
      property which is not property of the bankruptcy estate.

Zions Bank holds a perfected lien on certain property of the
Debtor.  Zions Bank is also a creditor of an affiliated company of
the Debtor known as Larson Skyline Farms holding a perfected lien
on assets which are not property of the Debtor.  ZCC has leased
certain personal property to the Debtor.

Zions note that on July 6, 2012, the trustee and Zions entered
into a joint motion for order approving agreement modifying
automatic stay.  The joint motion provides that, among other
things:

    * both Zions and the trustee believe that it is important to
      include in a sale of substantially all of the Debtor's
      assets certain property which secures Zions' claim not owned
      by the Debtor in order to maximize the potential recovery to
      the estate; and

    * Zions anticipates selling certain collateral (not owned by
      the Debtor) pursuant to its State Court rights and remedies
      as a secured creditor of the non-debtor borrower in
      accordance with the Idaho Uniform Commercial Code.

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case.  Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel.  The petition was signed by
Farrell Larson, president.

Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP represent
John L. Davidson, the Chapter 11 trustee for the Debtor.


LEVELLAND/HOCKLEY: Committee and GE Settle; Sale Approved
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a settlement between the Official Committee of Unsecured
Creditors in the Chapter 11 case of Levelland/Hockley County
Ethanol, LLC, and GE Business Financial Services, Inc., in its
capacity as agent for itself and other secured lenders.

The settlement provides for, among other things:

   1. GE is fully authorized and empowered to retain and apply to
      the GE Claim, and to distribute the moneys to the senior
      lenders in its discretion, (i) all of the proceeds from the
      sale to Palmer Energy, Inc. of the Debtor's assets that were
      paid to GE pursuant to the sale order and (ii) any and all
      funds paid to GE pursuant to the final cash collateral
      order; net only of $200,000 that will be paid to the
      Debtor's estate;

   2. GE will pay $200,000 to the Debtor's estate; and

   3. In the event that the Bankruptcy Case is converted to a case
      under Chapter 7 of the Bankruptcy Code, GE's waiver of the
      GE Liens as to the residual assets and the GE Deficiency
      will become effective as of the first business day following
      the date of the initial meeting of creditors pursuant to
      Section 341 of the Bankruptcy Code.

                          Sale Approved

The Court has approved the sale of the Debtor's assets.  The
Debtor would use the proceeds from the sale of the assets, up to
the aggregate amount of the claim of GE Business, will be paid to
the agent.

At the auction held on April 30, 2012, the Debtor determined that
the highest and best qualified bid for the assets was the
$9,210,000 from Palmer Energy, Inc., a Kansas corporation.  The
Debtor determined that the second highest or best qualified bid
for the assets was the $8,900,000 from Western Plains Energy?
Levelland, LLC, a Colorado limited liability company.

              About Levelland/Hockley County Ethanol

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, the U.S. Trustee for Region 6,
appointed an Official Committee of Unsecured Creditors in the
Debtor's cases.  Stephen M. Pezanosky, Esq., and Mark Elmore,
Esq., at Haynes and Boone, LLP, in Fort Worth, Texas, represent
the Committee.

The Court converted the Debtor's cases to one under Chapter 7 on
Aug. 1, 2012.


MF GLOBAL: Giddens Responds to Freeh's Charges on Suit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that James Giddens, the trustee under the Securities
Investor Protection Act for MF Global's brokerage unit, said Louis
Freeh, the Chapter 11 trustee for MF Global Holdings Ltd., has
"inherent conflict of interest" when it comes to suing the
company's former officers and directors.

The report notes that at a Sept. 5 hearing, Mr. Giddens will seek
court approval to allow customer representatives in class-action
suits to take the lead in prosecuting claims to recover the $1.6
billion shortfall in customer funds.  If approved by the
bankruptcy judge, the class plaintiffs in suits in U.S. District
Court will return any recoveries to Mr. Giddens for distribution
by the bankruptcy court to customers or creditors.

The report relates Mr. Giddens said 100% recovery by customers is
"unlikely at this time."

Mr. Freeh contended in papers he filed last week that Mr. Giddens
can't adequately represent unsecured creditors because his calling
is to recover customers' missing funds.

According to the report, Mr. Giddens responded Sept. 3 by alleging
that Mr. Freeh has conflicts of interest in suing creditors and
former company executives and employees.  Mr. Giddens also argued
that it "rings hollow" for Mr. Freeh to claim he is best suited to
assert claims because Freeh has yet to file a lawsuit.  By
comparison, the class suit is already progressing expeditiously,
Mr. Giddens said.

The report notes that according to Mr. Giddens, Mr. Freeh will
retain the right to file a complaint of his own in the coordinated
class suits pending in district court.  Contrary to Mr. Freeh's
argument, Mr. Giddens said the class plaintiffs have incentive to
make recoveries for unsecured creditors because as the
representative of customers they have $1.6 billion in general
creditor claims.

                          About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

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

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MMODAL INC: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Franklin, Tenn.-based MModal Inc. The outlook is
stable.

"We also assigned a 'BB-' issue-level ratings and '2' recovery
ratings to MModal's proposed $520 million senior secured credit
facilities, which consist of a $75 million revolving credit
facility due 2017 and a $445 million term loan due 2019. The '2'
recovery rating indicates our expectations for substantial (70%-
90%) recovery in the event of payment default," S&P said.

"Additionally, we assigned a 'B-' issue-level rating and a '6'
recovery rating to the company's proposed $250 million senior
unsecured notes due 2020. The '6' recovery rating indicates our
expectations for negligible (0%-10%) recovery in the event of
payment default," S&P said.

"MModal intends to use the debt proceeds, along with $447 million
of equity contribution of One Equity Partners, to repay existing
debt and to fund the leveraged buyout of the company," S&P said.

"The ratings on MModal reflect our view that an aggressive
financial profile following its LBO is partly offset by an
increasing adoption of technology for clinical documentation, a
recurring revenue base, high renewal rates, and a diversified
customer base," said Standard & Poor's credit analyst David Tsui.
"We view MModal's business risk profile as 'weak' as it has a
narrow focus on the generally fragmented U.S. clinical
documentation industry, which includes a more diversified director
competitor with greater financial resources. We view the company's
financial risk profile as 'aggressive,' with pro forma adjusted
debt-to-EBITDA at 5.3x at closing of the LBO transaction, which is
likely to decline to about 5x in the near term."

"The outlook is stable, reflecting our view that the company's
highly recurring revenue base and diversified customer base will
continue to support consistent and improving revenue generation
and profitability, leading to modest leverage declines over the
near term. An ownership structure that we believe precludes
material and sustained reduction in debt currently limits the
potential for an upgrade," S&P said.

"We could lower the rating if competitive pressure intensifies,
leading to significantly lower-than-expected revenue growth or a
deterioration in EBITDA margins, and leverage increasing to and
sustained at the mid-5x level," S&P said.


MSR RESORT: Inks Stipulation for Use of Cash Until Sept. 30
-----------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to approve a stipulation and
order further extending cash collateral use under final order
authorizing the Debtors to (i) use the prepetition secured
parties' cash collateral; and (ii) provide adequate protection to
the prepetition secured parties.

The stipulation entered between the Debtors and Midland Loan
Services, Inc., provides for, among other things:

   -- Midland has consented to the Debtors' continued use of cash
      collateral until Sept. 30, 2012;

   -- The Debtors' obligations set forth in the cash collateral
      order will continue to apply in connection with all
      postpetition financing obtained by the Debtors and with any
      further postpetition financing, provided however, that the
      calendar maturity date will be Dec. 31, 2012; and

   -- Midland agrees to the temporary waiver and forbearance until
      Sept. 30.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MTS LAND: Has Interim Access to Cash, DIP Financing
---------------------------------------------------
Judge Eileen W. Hollowell on Aug. 22 ruled that she'd allow MTS
Land LLC and MTS Golf LLC to continue using cash collateral and
said she'll enter an interim order approving a DIP loan for the
Debtor.

U.S. Bank, owed not less than $27.4 million in principal plus
interest and fees, has objected to the proposed financing and the
Debtor's further use of cash collateral.

The judge previously signed a stipulated order allowing the
Debtors' interim use of cash collateral until the Aug. 22 hearing.
At the hearing, counsel to U.S. Bank said the bank is seeking
adequate protection on the amount of cash postpetition.  At the
behest of the Debtor, the judge held at the hearing that the
existing cash collateral order would be continued provided that
the order would provide that scope of the bank's security interest
in cash will continue postpetition.

The judge at the hearing denied without prejudice the Arizona
Department of Revenue's request for adequate protection of its
cash collateral.  The state's objection to the DIP financing was
also overruled.

                    Emergency Lift Stay Motion

Judge Hollowell also reviewed an emergency motion by U.S. Bank to
terminate the bankruptcy stay to allow it to exercise its rights
and remedies regarding the Debtors' 68-acres of real property in
Paradise Valley, Arizona.

The bank said "cause" exists to terminate the automatic stay for
several reasons, including but not limited to:

    * The Debtors and/or their principals have embarked on a plan
      to destroy significant portions of the Mountain Shadows Golf
      Course.  Specifically, the Debtors' plan is to build two
      spec homes on the Golf Course -- one literally on (not
      adjacent to) the golf course driving range, and the other
      literally on (not adjacent to) the tee box of the tenth
      hole. The Debtors' plan to effectively destroy the Golf
      Course makes it clear that Lender's interest in the Property
      is not being adequately protected.

    * The Debtors are in violation of 11 U.S.C. Sec. 363(b)(1)
      because the building of spec homes is clearly outside the
      Debtors' ordinary course of business, yet the Debtors have
      neither sought nor received Court approval to build homes
      directly on the Golf Course.

    * In addition to destroying the Lender's collateral, the
      Debtors' plan to build and apparently sell two spec homes
      is impossible under the Loan Documents.  In particular, the
      Loan Documents do not contain any lot or partial lien
      release provisions.  Therefore, in order for the Debtor to
      sell one of the spec homes free and clear, the home would
      have to sell for the full amount of the debt owed to Lender.

    * The Debtors are attempting to obtain a special use permit
      from the Town of Paradise Valley, which, if granted, will
      significantly alter the permitted legal use of the Property.
      The Debtors have not included the Lender in these
      discussions despite the fact that the Lender has an obvious,
      substantial interest in the zoning and use of its
      collateral.

According to a minute entry filed following the Aug. 22 hearing,
the judge said the motion is "not an emergency."  Following a
response by the Debtor's counsel in court, the judge denied the
motion.  The bank though may lodge the request some other time.

U.S. Bank is represented by:

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

                           DIP Financing

The Debtors are seeking approval to obtain postpetition financing
from Jaime Sohacheski pursuant to a promissory note for
$1,080,000.

According to court filings, Mr. Sohacheski, who indirectly owns
100% of the Debtors through his ownership of the Debtors'
affiliates, has guaranteed the consensual secured debt and is
committed to the Debtors reorganizing and redeveloping the
Mountain Shadows Golf Club.

The proposed DIP loan will mature March 31, 2013.  Interest on the
DIP Loan will accrue at a fixed rate of 10% per annum, or 15% per
annum after the occurrence of an event of default.  The DIP Lender
will have an allowed administrative expense for the funds advanced
to Debtors.

At the Aug. 22 hearing, counsel to U.S. bank argued against
approval of the DIP financing.  However, the judge said the DIP
financing is approved on the interim pending a final hearing on
the motion.

U.S. Bank claims in court filings that the DIP financing motion is
a one-sided proposal designed to help the Debtors' insiders and
professionals to the detriment of the creditors and the bankruptcy
estates.  The Debtors admittedly will have future losses of
$88,546 and $308,222 per month but nevertheless seek the Court's
approval of DUO financing that would require the Debtors to make
monthly payments of interest to Mr. Sohacheski as well as pay any
attorneys' fees and costs he may incur in connection with the
Debtors' bankruptcy proceedings.

The bank also points out the Debtor's proposal will result in the
Debtors' effective owner receiving interest payments over the next
seven months, at least, while the prepetition, non-insider
creditors receive nothing.  Meanwhile, the Debtors will be
amassing a large administrative expense claim that reduces the
probability of the unsecured creditors from receiving any
distributions and effectively prevent any creditor from
potentially proposing a competing plan of reorganization, the bank
said.

                    About MTS Land and MTS Golf

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

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

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


NALLS DEVELOPMENT: Rosenblatt Firm Replaces Tuckfelt as Counsel
---------------------------------------------------------------
Nalls Development and Investment, LLC, seeks Bankruptcy Court
permission to employ Richard B. Rosenblatt, Esq., Linda M. Dorney,
Esq., and the Law Offices of Richard B. Rosenblatt, PC, as
attorneys to prosecute its Chapter 11 case.

The Debtor has previously retained Jeffery Tuckfelt to represent
it in the Chapter 11 case.  The Debtor said Mr. Tuckfelt's efforts
and the efforts of the Rosenblatt firm will not overlap.  The
Rosenblatt firm will take over the active work and advise the
Debtor on a go forward basis.

The Debtor said Mr. Rosenblatt has considerable experience in
handling Chapter 11 bankruptcy cases and has assisted numerous
debtors having the ability to reorganize in obtaining confirmed
plans in the Bankruptcy Court for Maryland, the District of
Columbia, and the Eastern District of Virginia.  Further, Mr.
Rosenblatt is an "AV" rated (Martindale Hubbell) attorney and is
experienced in bankruptcy matters, and he regularly lectures other
attorneys regarding bankruptcy law in C.L.E. seminars.

The Firm attests it is a "disinterested person" as that term is
defined by 11 U.S.C. Sec. 101(14).  The Firm has no connections
with the United States Trustee, or any person employed by the
United States Trustee.  Additionally, the Firm does not represent
any interest adverse to the Debtor's estate.

The compensation paid to the Rosenblatt firm in contemplation of a
Chapter 11 representation within one year before the filing of the
petition has been:

     (1) $5,000 on Aug. 22, 2012; and
     (2) $5,000 on Aug. 28, 2012.

The Aug. 22, 2012 payment was received from Mt. Dome Apts., LLC,
an entity owned by the Debtor's principal.  The Aug. 28, 2012
payment was received from Art Nalls, the Debtor's principal.
Roughly $8,500 remained in escrow.

The Firm's hourly rates are: $350 an hour for experienced
bankruptcy attorneys, Richard B. Rosenblatt and Linda M. Dorney;
$295 an hour for time billed by other firm attorneys; and $125 an
hour for paralegal time.

Meanwhile, the Court held a preliminary hearing Aug. 30 on the
Debtor's request to use cash tied to its pre-bankruptcy loans.
The Debtor's motion seeks entry of a final order authorizing the
use of cash collateral, as well as a preliminary hearing to have
the court authorize cash collateral to be used to the extent
necessary to avoid immediate and irreparable harm to the estate
pending a final hearing.

               About Nalls Development and Investment

Nalls Development and Investment, LLC, filed a Chapter 11 petition
(Bankr. D.D.C. Case No. 12-00512) on July 18, 2012.  The Debtor --
http://nallsdevelopment.com/-- said its principal assets are in
200-210 Elmira Street, SW and others in Washington, D.C.  It
serves Martin's View apartments, Mount Dome Apartments, Suitland
Forest Apartments, and 1900 16th St. Apartments.

Judge S. Martin Teel, Jr., oversees the case.  Jeffrey C.
Tuckfelt, Esq., at Obergh and Berlin, was initially tapped as
bankruptcy counsel.  The Debtor later turned to the Law Offices of
Richard B. Rosenblatt, PC.  The petition was signed by Arthur
Nalls, Jr., managing member.


NALLS DEVELOPMENT: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Nalls Development and Investment, LLC, filed with the Bankruptcy
Court its schedules of assets and liabilities, disclosing:

       Name of Schedule            Assets      Total Liabilities
       ----------------         ------------   -----------------
   A - Real Property              $7,000,000
   B - Personal Property             $66,835
   C - Property Claimed
         as Exempt
   D - Creditors Holding
         Secured Claims                               $7,372,000
   E - Creditors Holding
         Unsecured Priority
         Claims                                          $38,001
   F - Creditors Holding
         Unsecured Nonpriority
         Claims                                       $1,128,456
                                ------------   -----------------
       Total                      $7,066,835          $8,538,457

               About Nalls Development and Investment

Nalls Development and Investment, LLC, filed a Chapter 11 petition
(Bankr. D.D.C. Case No. 12-00512) on July 18, 2012.  The Debtor --
http://nallsdevelopment.com/-- said its principal assets are in
200-210 Elmira Street, SW and others in Washington, D.C.  It
serves Martin's View apartments, Mount Dome Apartments, Suitland
Forest Apartments, and 1900 16th St. Apartments.

Judge S. Martin Teel, Jr., oversees the case.  Jeffrey C.
Tuckfelt, Esq., at Obergh and Berlin, was initially tapped as
bankruptcy counsel.  The Debtor later turned to the Law Offices of
Richard B. Rosenblatt, PC.  The petition was signed by Arthur
Nalls, Jr., managing member.


NALLS DEVELOPMENT: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Nalls Development and Investment, LLC, filed with the Bankruptcy
Court a list of its 20 largest unsecured creditors, disclosing:

     Entity                      Nature of Claim    Claim Amount
     ------                      ---------------    ------------
MV Properties, LLC               Deed of Trust          $300,000
Attn: Wayne Cabot                                 Secured value:
12331 Parklawn Drive                                  $7,000,000
Rockville, MD 20852

Tenant Security Deposits                                 $10,665
(some not due in full at                          Secured value:
vacating)                                                $27,334

Arthur Nalls, Jr.                                       $975,000
301 Deer Drive
Lusby, MD 20657

Hess Gas                                                 $63,856

Morris Battino, Esquire                                  $35,000

Sierra Design Build                                      $13,000

WGL Co.                                                  $10,000

Hughes Mechanical                                         $8,500

PEPCO                                                     $6,000

Jeffrey C. Tuckfelt, Esquire                              $5,000

Mister Budd Appliances                                    $2,500

John McCray                                               $2,100

Kenmore Pest Control                                      $2,000

Bates Trucking                                            $1,250

Ventura Grounds Maintenance                               $1,200

For Rent                                                  $1,200

Central Wholesalers                                         $800

Mosely Enterprises                                          $550

ODM Roofing                                                 $400

Rana Refrigeration                                          $100

District of Columbia, Office of Tax                           $1

               About Nalls Development and Investment

Nalls Development and Investment, LLC, filed a Chapter 11 petition
(Bankr. D.D.C. Case No. 12-00512) on July 18, 2012.  The Debtor --
http://nallsdevelopment.com/-- said its principal assets are in
200-210 Elmira Street, SW and others in Washington, D.C.  It
serves Martin's View apartments, Mount Dome Apartments, Suitland
Forest Apartments, and 1900 16th St. Apartments.

Judge S. Martin Teel, Jr., oversees the case.  Jeffrey C.
Tuckfelt, Esq., at Obergh and Berlin, was initially tapped as
bankruptcy counsel.  The Debtor later turned to the Law Offices of
Richard B. Rosenblatt, PC.  The petition was signed by Arthur
Nalls, Jr., managing member.


NATIVE WHOLESALE: Inks Deal for a 90-Day Plan Filing Extension
--------------------------------------------------------------
Native Wholesale Supply Company, according to its case docket,
entered into a stipulation dated Aug. 21, 2012, with NAAG
providing for:

   -- an extension of 90 days from July 31, of the Debtor's
      exclusive period to file a proposed chapter 11 plan and
      explanatory disclosure statement; and

   -- an extension of 180 days from July 31, of the Debtor's time
      to solicit acceptances for the proposed plan.

Additionally, the parties stipulate that these extensions will be
the final extensions of the exclusivity periods that the Debtor
will seek.


                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NEWPAGE CORP: Seeks More Exclusivity as Creditors Mediate
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp., stuck between conflicting demands from
secured and unsecured creditors, is seeking a third expansion of
the exclusive right to propose a Chapter 11 plan.

According to the report, the papermaker filed a plan last month
that satisfied neither the secured nor the unsecured faction.  The
bankruptcy judge responded by appointing a mediator.  Mediation
was scheduled to begin Sept. 4.  The company said in a court
filing last week that arriving at a "consensual plan" will be "no
easy task."  There will be an Oct. 16 hearing on the so-called
exclusivity motion.  If approved by the U.S. bankruptcy judge in
Delaware, the deadline will be pushed out by four months to Jan.2.

The report relates that the plan NewPage filed in August contains
an option under which there would be settlement of claims by the
unsecured creditors' committee challenging the validity of liens
held by first-lien lenders.  Alternatively, the plan would forgo
settlement, allowing a lawsuit on lien validity to continue after
the company exits Chapter 11.  NewPage has consistently said that
unsecured creditors are "hopelessly out of the money" and there is
no theory under which success in a suit would bring them a
dividend under a Chapter 11 plan.  The official committee contends
that the lenders financed an acquisition in 2007 and a refinancing
two years later that included fraudulent transfers.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NORTH END UNITED HOUSING: In Receivership, Owes $1.1 Million
------------------------------------------------------------
CBCNews reports that Justice Glen McDougall has decided to place
North End United Housing Co-operative at Halifax, in Novia Scotia,
Canada, to receivership.

North End has owed contractors about $1.1 million for renovations
that ran millions of dollars over budget two years ago, according
to CBCNews.  The report relates that the housing co-op only had
$200,000 to pay them.

CBCNews notes that the co-op's total debt, including secured
creditors such as the Halifax Regional Municipality, the Nova
Scotia Housing Development Corporation and the CMHC, is more than
$10 million.

The report relates that contractors fear the judge's decision for
it will mean that they will never see their money.

Justice McDougall approved appointing a receiver after a proposed
arrangement between the contractors and the tenants fell through,
CBCNews discloses.

The report relays that the contractors were willing to accept just
half of what they are owed.  But that would mean the co-op would
have to borrow hundreds of thousands of dollars, so its membership
voted down the offer, the report notes.

Judge McLeod blames the provincial government, which holds the co-
op's mortgages, for first signing off on the work and then paying
lawyers and accountants instead of the contractors, the report
says.

The contractors say they have been waiting nearly two years to get
paid, the report notes.  With the decision to appoint a receiver,
they say the wait could be another couple of years or more of
lawyers and court proceedings.


ORANGE COUNTY NURSERY: Court Says Minority Claim Is Subordinated
----------------------------------------------------------------
Bankruptcy Judge Geraldine Mund issued a Memorandum of Opinion
regarding the treatment and valuation of the claim or interest of
the Minority Voting Trust in the Orange County Nursery Inc.
According to Judge Mund, the Minority's claim is subordinated
pursuant to 11 U.S.C. Sec. 510(b).  The Minority's claim is to be
valued based on the going-concern value of the Debtor as of the
petition date.

The valuation arises from a dissolution action of the Debtor.
Pursuant to Cal. Corp. Code Sec. 2000, on Nov. 21, 2008, after
extensive litigation, the Orange County Superior Court entered a
value of the Minority Voting Trust's interest in the amount of
$4,906,475, plus interest to the date of judgment for a total of
$5,249,928.  This represented 40.25% of the total value of the
Debtor.  Once that was determined, the Debtor could either pay
that amount or liquidate.  This ruling was appealed by the
Majority.

The Majority failed to obtain a stay from the Court of Appeal and
on Jan. 22, 2009, just before the time to pay the purchase price,
it filed the bankruptcy case.  The Minority filed claim #73 on
May 14, 2009, asserting a liquidated total of $6,008,424
($5,249,928 per the Superior Court judgment and $758,496 in pre-
petition legal fees), and it also noted that it was claiming an
amount to be determined for post-petition fees under Cal. Corp.
Code Sec. 2000(c).

In the first amended plan, the Debtor classified the Minority as
an equity holder, who would receive nothing under the plan.  The
bankruptcy court agreed with this classification, which the
Minority appealed.  Later, the confirmation order and the
objection to claim were also appealed to the District Court and
were combined in one ruling, which was favorable to the Minority.

The Debtor then appealed to the Ninth Circuit, which dismissed
that appeal as interlocutory, noting that "the bankruptcy court
has not yet had the opportunity to exercise its fact-finding power
and value the claims at issue; by dismissing the appeal, we avoid
addressing the legal questions on an underdeveloped record."

According to Judge Mund, while the bankruptcy court wishes the
Ninth Circuit would have resolved the critical legal issue of
whether the status of the Minority is that of a holder of an
unsecured claim or whether it holds a equity interest (which
probably would have resolved all of the other issues), this did
not occur.

So, once again, the Debtor seeks an order that the Minority holds
an equity interest and is not an unsecured creditor, but with a
new twist.  The Debtor argues that the effect of the Dissolution
Order and the District Court Order is to create a forced purchase
and this is controlled by 11 U.S.C. Sec. 510(b), which
subordinates this claim to the same priority as that of common
stock.  This issue was not dealt with in the District Court
Opinion, which concerned the bankruptcy court's prior ruling that
the classification of the Minority's interest depended on whether
the right to payment had matured or become non-contingent prior to
the filing of the bankruptcy.  Whether the District Court was
correct on its ruling as to the effect and timing of maturity will
have to await resolution by the Ninth Circuit at some later date.

Judge Mund will hold on Oct. 9, 2012, at 10:00 a.m. a status
conference to set an evidentiary hearing on the value of the
Minority's claim, which will update the state court valuation to
the petition date and deduct relevant expenses of a going-concern
sale.

A copy of Judge Mund's Sept. 4, 2012 Memorandum of Opinion is
available at http://is.gd/PrkISyfrom Leagle.com.

Orange County Nursery, Inc. -- http://www.ocnursery.com/--
located in Moonpark, Calif., supplies growers and landowners in
Orange and San Diego counties with a variety of nursery stock
including bareroot fruit and nut trees, ball and burlap citrus
trees, and ornamental plants.  Orange County Nursery sought
chapter 11 protection (Bankr. C.D. Calif. Case No. 09-10165) on
Jan. 22, 2009, and is represented by David S. Kupetz, Esq., at
Sulmeyer Kupetz in Los Angeles.  At the time of the filing, the
Debtor estimated assets of more than $10 million and debts of less
than $10 million.


PANDA SHERMAN: S&P Gives 'B+' Prelim Rating on $330.7MM New Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
senior secured rating and '2' recovery rating to Panda Sherman
Power LLC's (Sherman) proposed first-lien senior secured $300.4
million term loan B and $30.3 million letter of credit facility.
The '2' recovery rating indicates very high recovery (70% to 90%)
of principal in a default scenario. The outlook is stable.

"Sherman is a special-purpose, bankruptcy-remote operating entity,
set up to build the Panda Sherman Power Plant, a 758 megawatt (MW)
natural gas-fired facility in Sherman, Texas, about 60 miles north
of Dallas. The unit will dispatch into the North sub-region of the
Electric Reliability Council of Texas (ERCOT) interconnect.
Sherman will initially be capitalized with $395 million of equity
and $330.7 million of secured debt," S&P said.

"The stable outlook on the debt ratings reflects our view that the
project has sufficient liquidity during the construction phase and
that the cash flows, while volatile, will comfortably cover debt
service throughout the debt tenor," said Standard & Poor's credit
analyst Nora Pickens.

"A downgrade is possible if our expectation of debt at maturity
changes to greater than $400 per kW or if DSCRs steadily decline
below 1.10x. This would likely result from construction delays,
lower-than-expected spark spreads, poor operational performance,
or higher operating and maintenance costs. An upgrade would
require a large and sustainable improvement in merchant market
prices that would reduce refinance risk to below $100 per kW," S&P
said.


PATRIOT COAL: Sept. 11 Hearing on Transfer of Case Venue
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Sept. 11, 2012, at 1:30 p.m., to
consider the motions to transfer venue of Patriot Coal
Corporation, et al.'s Chapter 11 cases.

The U.S. Trustee, in its motion, asked that the Court transfer
venue of the cases in the interest of justice to a district where
venue is proper.

At the hearing, the Court will also consider objections to the
motion to transfer the cases.

The Official Committee of Unsecured Creditors in the Debtors'
cases objected to the motion filed by The United Mine Workers of
America, certain Sureties, and the U.S. Trustee.  The Committee
stated that UMWA, 2 the Sureties and the U.S. Trustee have not
sustained their heavy burden of demonstrating that the transfer of
venue would serve the interests of justice; be more convenient for
all creditors; and lead to more economical and efficient
administration of the estates.  In particular, the UMWA and the
Sureties have not proved that their preferred venue, Charleston,
West Virginia, is more convenient than New York City.  Nor has the
U.S. Trustee proven that another venue is more convenient, the
Committee said.

In separate filing, Citibank, N.A., will support the Debtors'
choice of venue in the Court.  It related that it is prepared to
participate in the Debtors' chapter 11 cases, wherever they are
located.  However, it pointed out that a transfer would neither
further the interest of justice nor advance the convenience of the
parties, and requested that the motions be denied.  Citibank,
N.A., is administrative agent for the new money lenders and letter
of credit issuers under that certain superpriority secured debtor-
in-possession credit agreement, dated as of July 9, 2012, as
amended, pursuant to which the First Out DIP Lenders have agreed,
subject to the terms set forth therein, to provide certain debtor
in possession financing in a total amount of $500 million.

                          *     *     *

Lisa Uhlman at Bankruptcy Law360 reports that the U.S. trustee
responded Friday to Patriot Coal Corp.'s objection to her bid to
move the bankruptcy, saying the debtor failed to refute her
central argument, that the creation of two entities on the eve of
bankruptcy was an attempt to "manufacture venue."

Bankruptcy Law360 relates that U.S. Trustee Tracy Hope Davis, who
oversees bankruptcies filed in Region 2, which includes the
Southern District of New York, filed the omnibus reply to
objections to her motion to transfer venue from that court.

                        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.


PEGASUS RURAL: Revised Plan Won't Pay Unsecured Creditors
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt subsidiaries of Xanadoo Co. filed a revised
reorganization plan bearing little resemblance to the prediction
the company made early this year that all secured and unsecured
creditors would be paid in full, with interest.

According to that report, the accompanying disclosure statement,
also filed Aug. 31, tells unsecured creditors why they will
receive nothing under the plan.  After payment of priority claims
that must be paid in full, nothing will remain for unsecured
creditors.  The plan will give stock of the reorganized companies
to the parent Xanadoo in exchange for loans made to support the
Chapter 11 effort.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said at that time the assets
will be turned over to secured lenders if there is neither a
lender nor a buyer to finance a plan.  The plan will be funded
either by a new loan or by selling the business and the assets.

Sales of the frequency spectrum didn't attract outside bidders at
hoped-for prices.  Rhino Communications Inc. paid $3 million for
some licenses in the 2.5-gigahertz spectrum.  Secured lender Beach
Point Capital Management LP last month bought assets in the 700-
megahertz spectrum in exchange for $30 million in debt.  The
lenders were the so-called stalking horse for the Aug. 20 auction.
Four buyers also paid a total of $614,000 for licenses leased in
the 2.5-gigahertz spectrum that weren't purchased by Rhino.  The
secured lender will receive proceeds under a settlement negotiated
at the time of the sale of the 700-megahertz assets.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.


POST STREET: Must Sell Assets by Sept. 28 to Avoid Dismissal
------------------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court for the
Northern District of California ordered that Post Street, LLC, et
al., satisfy certain conditions to resolve to secured creditor
Post Investors LLC's motion dated May 8, 2012, to (1) appoint
Chapter 11 trustee; (2) convert the cases to Chapter 7 of the
Bankruptcy Code; or, (3) dismiss the cases.

Specifically, the Court directed the Debtors that:

   1. by Sept. 28, 2012, the Debtors will have (a) closed the sale
      or refinance of the property -- known as 228-240 Post
      Street, San Francisco, California, or paid in full all
      undisputed claims asserted in the Debtors' Bankruptcy Cases,
      and (b) placed on deposit with the Court, or in an escrow
      account satisfactory to Post Investors and the Court, funds
      sufficient to satisfy all disputed claims, or the portions
      of said disputed claims, asserted against the Debtors that
      are not paid in full;

   2. by Sept. 28, 2012, pay Post Investors the principal balance
      of $55,028,579, plus all unpaid interest accruing at the
      non-default rate under the Promissory Note, dated July 24,
      2007, and the Loan Agreement between Festival Retail Fund 1
      228 Post Street LP, Borrower and the Lenders Party Hereto as
      Lenders and Eurohypo AG, New York Branch as Administrative
      Agent, dated as of July 24, 2007, plus any other undisputed
      amounts;

   3. by the terms of the order and the June 22, 2012, election
      by the Debtors, the Debtors are barred from seeking
      confirmation of a plan of reorganization;

   4. the Debtors may seek to amend and confirm a Chapter 11 plan
      of reorganization subject to the condition that, with
      respect to the secured claim of Post Investors, any such
      plan will be a non-impairment plan, and Debtors will be
      barred from seeking to alter or void the sale conditions;
      and

   5. in the event that the sale and payment conditions are not
      timely satisfied, then these Bankruptcy Cases will be
      dismissed on or after 9 a.m. on Oct. 1, 2012.  However, (a)
      if the Debtors believe that the conditions have been timely
      satisfied, but Post Investors disagrees, and (b) the Debtors
      file with the Court by 9 a.m. on Oct. 1, 2012, a notice
      explaining the nature of such dispute, the dismissal order
      will not be entered until the Court rules on such dispute.

Secured creditor Post Investors LLC requested for the appointment
of a trustee to liquidate the Property.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


POTOMAC SUPPLY: Taps Keiter for Consulting and Audit Services
-------------------------------------------------------------
Potomac Supply Corporation asks the Bankruptcy Court to approve
the employment of Keiter as its advisor effective as of July 3,
2012.  Keiter will provide consulting and audit services to
Potomac, including auditing the statement of net assets of
Potomac's 401(k) plan and preparing an annual report with
necessary financial statements and schedules as required by the
Department of Labor's rules and regulations under the Employee
Retirement Income Security Act of 1974 ERISA.

Potomac has selected Keiter as advisor because of its extensive
consulting experience.  Keiter has provided Potomac with
consulting services since 1991 and thus is familiar with Potomac's
401(k) plan financial information and the preparation of Potomac's
annual reports.

Potomac agrees to pay Keiter its standard hourly rates.  The
professionals primarily responsible for providing services to
Potomac are:

     Professional        Position      Rate
     ------------        --------      ----
     Michael Gracik      Partner       $340
     John Kent           Partner       $325
     Doug Nickerson      Manager       $240
     Stephanie Casey     Manager       $220
     Johnny Um           Senior        $145
     Ron Brooks          Senior        $130

Keiter estimates that its fees for audit services will be $11,000.

The Debtor indicated in the application that (i) Keiter is not an
equity security holder or insider; (ii) Keiter is not and was not,
within 2 years of the Petition Date, a director, officer, or
employee of Potomac; and (iii) Keiter does not have an interest
materially adverse to Potomac, its estate, creditors or equity
security holders.

                       About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


POTOMAC SUPPLY: Hires R. Gentry to Appraise Unencumbered Assets
---------------------------------------------------------------
Potomac Supply Corporation seeks Bankruptcy Court permission to
employ Robert G. Gentry as its commercial real estate appraiser.

Potomac owns various assets, including 22 tracts of unencumbered
property that consists of timberland and developed and undeveloped
commercial and residential real estate.

Mr. Gentry will, among other things:

   (a) conduct an appraisal review of real property and prepare
       appraisal reports;

   (b) serve as an expert witness regarding real property values;
       and

   (c) perform all other appraisal services for and on behalf
       of Potomac that may be necessary or appropriate in
       connection with this case.

Potomac agrees to pay Mr. Gentry $16,000 for its services.

To the best of Potomac's knowledge, Mr. Gentry is a "disinterested
person" within the meaning of Sections 101(14) and 327 of the
Bankruptcy Code.

                       About Potomac Supply

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


READER'S DIGEST: S&P Lowers CCR to 'CCC-' on Liquidity Concerns
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Reader's Digest Assn. Inc. two
notches to 'CCC-' from 'CCC+'. "At the same time, we removed the
ratings from CreditWatch with negative implications, where they
were placed on July 31, 2012. The outlook is negative," S&P said.

"We also lowered our issue-level rating on its senior secured
notes due 2017 to 'CC' from 'CCC'. The recovery rating on its
senior secured loan remains at '5', indicating our expectation of
10% to 30% recovery of principal in the event of payment default,"
S&P said.

"The downgrade reflects the deterioration in the company's
liquidity profile and profitability, as well as its recent
announcement of a potential covenant breach," said Standard &
Poor's credit analyst Minesh Patel. "We project that the company
could violate its total leverage and cash interest coverage
covenants in the reporting period ending Sept. 30, 2012. It is our
understanding that the company is in discussions with its lenders
to obtain covenant relief."

Reader's Digest's direct-mail and publishing businesses are
subject to significant medium-term structural risks.

"We view a meaningful decline in liquidity or a covenant violation
as a key short-term catalyst that would contribute to a payment
default," added Mr. Patel.

"In our opinion, there are significant uncertainties and limited
visibility surrounding Reader's Digest's revenues and earnings
prospects given its declining businesses and ongoing restructuring
requirements. In our 2012 and 2013 base-case scenario, we believe
that revenues could continue to decline at a double-digit rate
because of the impact of divestitures, a weak economy, anemic
consumer demand in Europe and the U.S., and secular pressures on
the business. We believe that EBITDA could continue to decline at
a greater rate because of the company's burdensome cost structure
and our expectation of high restructuring costs," S&P said.

"Sales compared to the same period last year, pro forma for the
sale of 'Everyday with Rachael Ray' magazine, fell 18.7% in the
three months ended June 30, 2012. Covenant EBITDA decreased to
$34.3 million from $57.1 million stemming from an inability to
reduce costs at the same pace as revenue declines. Cash balances
are the primary source of liquidity as the company does not have a
revolving credit facility. Liquid cash balances were only about
$42 million as of June 30, 2012, after subtracting about $62
million of cash held by foreign subsidiaries, while negative
discretionary cash flow was about $92.9 million for the 12 months
ended June 30, 2012," S&P said.

"On Aug. 23, 2012, the company announced it had reached a
settlement with the Federal Trade Commission (FTC) to pay up to
$23.8 million to settle disputes regarding its marketing campaign
for Ab Circle Pro. The settlement requires an initial payment of
$5 million, $5 million within 180 days, and $3.8 million within
270 days of the entry of the consent order. In addition, the
company could make an additional payment of up to $10 million
within a year based on consumer refund claims," S&P said.

"In our opinion, a potential covenant violation, continuing cash
flow deficits, required FTC payments, and our expectations for
weak consumer spending in Europe (where the company generates a
significant proportion of sales) will place significant pressure
on Reader' Digest's 'weak' liquidity profile and has escalated the
possibility of a payment default in the near term," S&P said.

"We will lower the rating if the company can't address its
potential financial covenant breach and therefore its debt
obligations are accelerated. Much less likely, and depending on
the success of the company's international business transformation
to a partnership and royalty model, we could revise the outlook to
stable or raise the ratings if the company improves its
liquidity," S&P said.


RESIDENTIAL CAPITAL: Aurelius Opposes Plan Exclusivity Extension
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Aurelius Capital Management LP argued in papers filed
Sept. 4 in bankruptcy court that Residential Capital LLC can't use
the pending examiner's report to justify a nine-month expansion of
the exclusive right to propose a reorganization plan.

According to the report, Aurelius, owning 8% of the 9.625% junior
secured notes due in 2015, calls itself the third-largest holder
of the secured notes.  Aurelius contends that three more months of
so-called exclusivity is sufficient.  A bankruptcy judge in
Manhattan will decide how much is too much at a Sept. 11 hearing.
ResCap filed under Chapter 11 in May, having already negotiated a
reorganization plan that would give non-bankrupt parent Ally
Financial Inc. a release of all claims.  Aurelius calculates that
Ally is willing to pay $950 million for freedom from claims that
it has liability for selling bonds secured by defective home
mortgages.

The report relates ResCap wants nine more months of exclusivity
based on the bankruptcy judge's decision to bar creditors from
voting on a reorganization plan until after an examiner completes
his report in February.  Aurelius contends that ResCap's request
for nine months of exclusivity "incorrectly presupposes that their
Chapter 11 plan must release Ally."  The bankruptcy judge should
force ResCap to negotiate with creditors on a plan not entailing
an immediate release for Ally, Aurelius said.

The report notes that Aurelius said it doesn't want "Ally to hold
hostage the large amount of cash that soon will be available for
distribution."  To facilitate immediate talks on a plan, Aurelius
also urged the bankruptcy judge to eliminate a provision in the
pre-bankruptcy agreement that prevents major creditors from
negotiating with one another on an alternative plan.  Although
many creditors aren't bound by the agreement, the inability to
negotiate with the largest claim holders makes plan discussion
fruitless at this time, according to Aurelius.

The $473.4 million of ResCap senior unsecured notes due in April
2013 traded Sept. 4 for 24.375 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 traded for 98 cents, Trace reported.

                     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).


ROCK-TENN COMPANY: Moody's Rates $600MM Sr. Unsecured Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Rock-Tenn
Company's proposed $600 million senior unsecured notes due 2020
and 2023, which will rank equally with the company's existing
senior unsecured indebtedness. The Company's Ba1 Corporate Family
Rating, SGL-2 liquidity rating and the stable outlook all remain
unchanged. The proposed refinancing is essentially leverage
neutral (the net proceeds will be used to prepay a portion of the
company's term loans and outstandings under its revolving credit
facility) and will provide a slight improvement in the company's
debt maturity profile. The ratings are subject to Moody's review
of final documentation.

Moody's took the following rating actions:

  Assigned a Ba1 (LGD3 -- 42%) to proposed senior unsecured notes
  due 2020

  Assigned a Ba1 (LGD3 -- 42%) to proposed senior unsecured notes
  due 2023

Ratings Rationale

Rock-Tenn's Ba1 corporate family rating reflects the company's
leading market position in corrugated and consumer packaging and
the expectation of improved operating and financial performance as
the company continues to integrate the May 2011 Smurfit-Stone
Container Corporation acquisition. The ratings are supported by
Rock-Tenn's good liquidity position, its track record in
integrating acquisitions and restoring credit protection metrics
in advance of promised targets. These benefits are partially
constrained by the company's adjusted leverage position which is
expected to be weaker than many of its industry peers over the
near term. While target synergies are expected to be realized,
this will be partially offset by the requirement to fund the
company's significant pension liability and the investments
required to optimize the company's expanded mill system.

The SGL-2 liquidity rating indicates good liquidity supported
primarily with approximately $1 billion of availability (as of
June 2012) through a $1.475 billion revolving credit facility that
matures in May 2016 and Moody's expectations of approximately $300
million of free cash flow over the next four quarters. In
addition, as of June 2012, Rock-Tenn had $20 million of
unrestricted cash and essentially no availability under a $625
million borrowing-base receivables facility which matures in May
2014. The company has debt maturities of approximately $260
million over the next year and Moody's expects Rock-Tenn will
remain in compliance with its financial covenants over the near
term.

The stable rating outlook primarily reflects Moody's expectation
that Rock-Tenn will successfully integrate and optimize Smurfit-
Stone Container Corporation. Upward rating pressure may result
should Moody's assessment of (RCF-CapEx)/Adjusted Debt be
sustained above 12% and adjusted debt to EBITDA below 3 times. A
downgrade might be associated with deterioration in market demand
or pricing. Should Moody's expectations of normalized (RCF-
CapEx)/Adjusted Debt decline below 7% or total adjusted debt to
EBITDA exceed 4 times, a downgrade would be considered.

The principal methodology used in rating Rock-Tenn was the Global
Paper and Forest Products Industry Methodology published in
September 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Norcross, Georgia, Rock-Tenn Company is a leading
North American integrated manufacturer of corrugated and consumer
packaging, primarily focused on the manufacturer of
containerboard, recycled paperboard, bleached paperboard,
packaging products and merchandising displays. The company
operates facilities in the United States, Canada, Mexico, Chile,
Argentina, Puerto Rico and China. LTM June 2012 the company had
annual sales of approximately $9.3 billion.


SAHARA TOWNE: Has Access to Cash Collateral Until Nov. 12
---------------------------------------------------------
Sahara Towne Square, LLC, has access to cash collateral until Nov.
12, 2012, after lenders led by U.S. Bank National Association,
signed a stipulation extending the termination date for the cash
use.

The parties agreed that all other agreed provisions, including the
adequate protection payment and replacement lien provisions, as
provided in the prior cash collateral order, will remain in full
force and effect.

U.S. Bank National Association, as trustee for registered holders
of Bank of American, N.A. -- First Union National Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2001-3, is represented by:

         Blakeley E. Griffith, Esq.
         SNELL & WILMER L.L.P.
         Blakeley E. Griffith, Esq.
         3883 H. Hughes Pkwy., #1100
         Las Vegas, NV 89169

                     About Sahara Towne Square

Sahara Towne Square, LLC, filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 12-12537) in its hometown in Las Vegas on March 7,
2012.  Sahara Towne, which claims to be a Single Asset Real Estate
under 11 U.S.C. Sec. 101(51B), disclosed $13.79 million in total
assets and $9.59 million in total liabilities in its schedules.

The Debtor says it owns a property located at 2520 & 2650 S.
Maryland Parkway, in Las Vegas, worth $13.27 million in assets.
The property serves as collateral for a $9.58 million debt to U.S.
Bank National Association.  Real Estate Assets Management, LLC, is
the property manager for the properties.

The Debtor has obtained approval to hire Marquis Aurbach Coffing
as counsel and Flangas McMillan Law Group as special counsel.

U.S. Bank National Association, as Trustee for the Registered
Holders of Bank of America, N.A.-First Union National Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 200I-3, is represented in the case by Robert
R. Kinas, Esq., Nishat Baig, Esq., and Blakeley E. Griffith, Esq.,
at Snell & Wilmer L.L.P.


SAN BERNARDINO: Says Emergency Justified Bankruptcy
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Bernardino, California, explained to the
bankruptcy court why the city was entitled to file municipal
bankruptcy without undergoing mediation as required by state law.

According to the report, the city provided details to U.S.
Bankruptcy Judge Meredith A. Jury in Riverside, California, about
the Aug. 1 Chapter 9 bankruptcy filing on an "emergency basis."

The report relates that Judge Jury required the city to lay out
its case for Chapter 9 eligibility in preparation for a trial to
decide if San Bernardino can remain in bankruptcy court.  The city
said it only learned in "late June" that the general fund had a
negative balance of $18.2 million coupled with a projected $45.8
million deficit for the fiscal year beginning July 1.  Having
depleted the general fund to cover prior years' deficits, the city
said it would have been unable to cover payroll within two months
absent the bankruptcy filing.

The report notes the city said in its Aug. 31 court filings that
it was already not paying debts when they came due "so that it
could make the August payroll."  Federal bankruptcy law and
California state law both require a municipality to negotiate with
creditors before filing bankruptcy.  San Bernardino said
negotiations were "impracticable" because there are so many
creditors and there was so little time to talk before missing
payroll.  The city ascribed financial problems to several sources.

The report relays that for one, so-called Proposition 13 precluded
the city from raising taxes.  The recession cut property tax and
sales tax revenue by as much as $16 million annually.  Retirement
costs almost tripled since 2001 for public-safety workers and more
than tripled for everyone else.  The city contends it's insolvent
because it was unable to pay debts when they mature.  The city
also said it has a $143.3 million book value deficit in pension
liabilities provided by California Public Employees' Retirement
System.  The market value deficit with Calpers is $319.5 million,
the city said.  The firefighters' union is among creditor groups
that may challenge the city's right to bankruptcy relief. Jury
directed opposing creditors to file their papers by Oct. 24 in
advance of a status conference on Nov. 5.

Bloomberg also reports there will be a Sept. 21 hearing to resolve
disputes if creditors contend the city failed to turn over
relevant documents and information.

                       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.


SLS CAPITAL: Luxembourg Case Recognized as Main Proceeding
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order recognizing as "foreign main proceeding" SLS
Capital S.A.'s proceeding pending in Luxembourg pursuant to
Article 203 of the law of 10 August 1915 of Luxembourg, as
subsequently amended.

Maitre Yann Baden is duly appointed as foreign representative of
SLS within the meaning of section 101(24) of the Bankruptcy Code.

The Court also granted SLS all relief afforded to a foreign main
proceeding pursuant to section 1520 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on July 20, 2012,
the liquidator of Luxembourg-based SLS Capital S.A. filed in
Manhattan a petition under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 12-12707) on June 25, 2012, to seek
recognition of proceedings in Luxembourg as "foreign main
proceeding".

Maitre Yann Baden, the liquidator and foreign representative,
estimated SLS Capital to have assets and debts of $100 million to
$500 million.  The liquidator is represented in the U.S. case by
Carollynn H.G. Callari, Esq., at Venable LLP as counsel.

SLS was a financial services company whose primary business was
the issuance of bonds to persons residing outside the United
States.  In the operation of its business SLS had counterparties
and advisors in the United States and had significant assets held
in custodial asset and cash accounts in New York City. The assets
held in the United States were the primary collateral for the
bonds that SLS issued.

On June 4, 2009, the State Prosecutor in Luxembourg filed an
application in the District Court of and in Luxembourg (Case
Number L-6258/09), to wind up and order the liquidation of SLS, a
Luxembourg joint stock company, pursuant to Article 203 of the law
of 10 August 1915 of Luxembourg, as subsequently amended.

On Oct. 1, 2009, the Luxembourg Court ordered the dissolution of
SLS and placed SLS into liquidation "declar[ing] applicable those
legal provisions pertaining to the liquidation of a bankruptcy"
and "appoint[ing] as magistrate in bankruptcy [Supervising Judge]
Mrs. Carole BESCH, judge with the Luxembourg Court, and
designat[ing] as liquidator Maitre Yann BADEN, lawyer residing in
Luxembourg. . . ."

The liquidator says that there is need for U.S. recognition of the
Luxembourg proceeding.  As part of the process of marshaling SLS's
assets and paying SLS's debts, the SLS Liquidator seeks to
investigate the disappearance of SLS's assets including assets
held in custodial accounts and to pursue such actions as are
appropriate in order to recover SLS's assets and/or seek damages
from culpable third parties.


SOLYNDRA LLC: Backers Could Reap $300 Million in Tax Breaks
-----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
losses bankrupt solar power equipment maker Solyndra LLC racked up
during its brief existence could translate into more than $300
million worth of tax breaks for private equity backers in the
future, new court papers say.

                        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: Seeks Fourth Extension of Plan Exclusivity
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC for a fourth time filed a motion seeking
enlargement of the exclusive right to propose a Chapter 11 plan.
If approved by the bankruptcy court at a Sept. 24 hearing, the new
deadline will be Oct. 30.

According to the report, there will be a Sept. 7 hearing in U.S.
Bankruptcy Court in Delaware where the judge will decide whether
Solyndra's disclosure materials sufficiently describe Chapter 11
plan.  Once the disclosure statement is approved, creditors can
begin voting.

                        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.


SPECTRE PERFORMANCE: Court Approves Burr Pilger as Tax Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the employment of Burr Pilger Mayer, Inc., as tax
accountant and financial reorganization consultant of Spectre
Performance.

The firm will, among other things:

   -- prepare the Debtor's 2011 federal and state income tax
      returns;

   -- perform related bookkeeping services necessary for
      preparation of the tax returns as well;

   -- assist the Debtor in the preparation of 2011 year-end
      financial statements and review as necessary in the ordinary
      course of the Debtor's financial affairs and as necessary to
      complete tax returns;

   -- if necessary, assist the Debtor in the analysis of the tax
      implications of various plan or administrative alternatives;
      and

   -- advise and assist the Debtor in preparing the financial
      projections necessary for developing the Debtor's plan of
      reorganization and disclosure statement.

The firm's hourly rates for the professionals who will work on the
case are:

         Phillip L. Hutson, shareholder         $440
         Russell K. Burbank, shareholder        $490
         Jordan Kahn, manager                   $315
         Mark Werling, manager                  $285
         Gladys Tam, manager                    $275
         Ruby Padilla, supervisor               $215

                    About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


SPECTRE PERFORMANCE: Court Denies Request to Appoint Examiner
-------------------------------------------------------------
The Bankruptcy Court turned down a motion from K&N Engineering,
Inc., an undersecured creditor of Spectre Performance, for the
appointment of an examiner to investigate the Debtor's financial
books and records and pre-petition transfers relative to avoidance
actions.

In that motion, K&N requested the appointment of an independent
examiner to verify that the Debtor's financial books and records
are not merely financial representations made by the Debtor's
management and to enable an objective of independent evaluation of
the Debtor's financial projections.

"The need to appoint an examiner to investigate Debtor's financial
books and records relative to assessing the Debtor's proposed plan
of reorganization is further underscored by the facts that
Debtor's historical financial statements are un-audited statements
and the CPA firm that prepared them, Burr Pilger Mayer, Inc., is
the same CPA firm that the Debtor has used to prepare its
financial projections," averred Franklin C. Adams, Esq., at Best
Best & Krieger LLP, attorney for K&N.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.  Secured
claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


SPECTRE PERFORMANCE: Has Access to Cash Collateral Until Oct. 1
---------------------------------------------------------------
Spectre Performance sought and obtained permission from the
Bankruptcy Court to use cash collateral of Comerica Bank, K&N
Engineering, Inc., Bank of America and Wachovia Bank through
Oct. 1, 2012.

As adequate protection for the Debtor's use of any cash
collateral:

  (a) Comerica Bank will be granted a first priority replacement
      lien on inter alia, all of the Debtor's right, title and
      interest in and to all of Debtor's prepetition or post-
      petition assets including, but not limited to all inventory,
      equipment, accounts, general intangibles, investment
      property, goods and negotiable collateral pursuant to the
      Debtor's pre-petition loan agreements with Comerica Bank,
      which lien will be senior in priority to all other pre or
      post-petition liens encumbering the Debtor's assets.;

  (b) K&N will be granted a replacement lien on the Debtor's post-
      petition personal property and accounts receivable to the
      same extent and priority as any duly perfected and
      unavoidable lien held by K&N as of the Petition Date; and

  (c) Bank of America will be granted a replacement lien on the
      Debtor's postpetition accounts receivable.

The Debtor is also authorized to continue the use of its line of
credit facility with Comerica Bank under the Comerica Loan
Agreement on post-petition basis pursuant to the terms and
conditions of the Comerica Loan Agreement and to perform its
obligations thereunder.

Through and including Oct. 1, 2012, the Debtor is authorized to
borrow against the Comerica Bank line of credit not to exceed
$3,774,442.

A copy of the Cash Collateral Order is available for free at:

          http://bankrupt.com/misc/SPECTRE_DIPordAug14.pdf

                  GlassRatner Is Financial Advisor

Meanwhile, Spectre Performance sought and obtained permission from
the Bankruptcy Court to employ GlassRatner Advisory & Capital
Group LLC as its financial advisor and investment banker.
GlassRatner will assist the Debtor in obtaining near-term
financing and the sale of the Debtor's assets.  Both options are
being explored on a parallel track.

The Debtor said its operations are dependent upon uninterrupted
access to necessary working capital to provide assurance to
employees, utilities and other parties that they will be paid on a
timely basis for post-petition services.  The Debtor told the
Court that without the financing, its day-to-day operations would
soon come to a halt, a result that would be devastating as the
Debtor attempts to maximize the value of its assets and
reorganize.  Pursuant to prior Court order in this case, the
Debtor's existing financing with Comerica Bank has been extended
to Aug. 1, 2012.

Michael J. Issa will lead this engagement and will report directly
to the Debtor.  Mr. Issa will manage the Company's day-to-day
activities and will assign staff as appropriate.

GlassRatner will be paid a success fee for the scenarios below:

* Book Fee: Upon completion of a Teaser Memorandum to be
   distributed for the purpose of marketing and selling the
   Debtor's assets, GlassRatner will be paid a Book Fee of
   $15,000.

* Debt Financing (DIP): Upon entry by the Bankruptcy Court of an
   Order approving the DIP, GlassRatner will invoice Debtor for an
   amount equal to 2% of the DIP principal amount.  This Success
   Fee will be due and payable upon entry of an Order by the Court
   approving the DIP.

* Section 363 Asset Sale: Should the investment banking efforts
   of GlassRatner result in a sale of assets via Section 363 of
   the U.S. Bankruptcy Code, then GlassRatner will be paid a flat
   fee of $500,000 for any sale that closes up to a sale price of
   $20 million.

* GlassRatner will also be eligible for a performance bonus if
   GlassRatner's investment banking efforts result in a
   transaction, which generates gross sales, proceeds in
   aggregate of $20 million.  The performance bonus will be
   calculated as 20% of gross sales proceeds in aggregate of $20
   million Both the Success Fee and Performance Bonus are due and
   payable upon close of the transaction.

* Break-Up Fee: GlassRatner understands that the Debtor is
   currently negotiating a possible transaction with judgment lien
   holder K&N Engineering, Inc.  Should GlassRatner procure a
   third-party interested in purchasing the Debtor's assets who
   submits a term-sheet or letter of intent for a purchase price
   greater than the K&N offer on the table at the time of the
   execution of this agreement and the Debtor elects to pursue a
   transaction with K&N instead of the third-party, GlassRatner
   will be entitled to a Break-Up Fee equal to $75,000.
   GlassRatner will qualify for the Break-Up Fee should Debtor
   engage in a transaction with K&N anytime within one year of the
   execution of this Agreement.  Break-Up Fee will be due and
   payable upon close of a transaction with K&N.

All out-of-pocket costs are billed in addition at actual cost
incurred.

To the best of the Debtor's knowledge, GlassRatner represents no
interest adverse to the Debtor or its estate.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


SPECTRE PERFORMANCE: Taps Greines to Appeal K&N Judgment
--------------------------------------------------------
Spectre Performance obtained permission from the U.S. Bankruptcy
Court for the Central District of California to employ Greines,
Martin, Stein & Richland LLP as its special counsel to assist
in prosecuting the appeal of the K&N Judgment.

The K&N Action involves K&N Engineering, Inc.'s claims for false
advertising and unfair competition against the Debtor.  The jury
awarded K&N more than $7.3 million, on six different claims
brought against the Debtor related to alleged false advertising in
connection with the marketing and sale of its performance
automotive air filters and air intake systems.  The jury also
returned a defense verdict in favor of K&N on the Debtor's
counterclaims against K&N for false advertising.  A Final Judgment
and Permanent Injunction after jury verdict was entered by the
District Court on Dec. 8, 2011, in the amount of $7,337,196.

The K&N Judgment stated that the District Court would file an
amended judgment if it were to award enhanced damages to K&N.
On Dec. 20, 2011, K&N filed a motion for statutory enhancement of
the K&N Judgment seeking to double the amount of judgment and for
approximately $1.6 million in attorneys' fees and costs.  The
District Court awarded K&N an enhancement payment of $750,159 and
attorneys' fees of $1,352,730 in its minute order granting motion
for attorneys' fees, in part filed May 1, 2012.

The hourly rates of the firm's personnel are:

         Robert A. Olson               $650
         Kent J. Bullard               $650
         Senior Partners               $850
         Senior Counsel                $550
         Senior Associate              $500
         Associate                     $450
         Law Clerks                    $100

                      About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


SPECTRE PERFORMANCE: Can Hire Hopkins-Carley as K&N Prosecutor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Spectre Performance to employ Hopkins-Carley ALC as the
Debtor's special counsel for the prosecution of the K&N Action.

The K&N Action involves K&N Engineering, Inc.'s claims for false
advertising and unfair competition against the Debtor.  The jury
awarded K&N more than $7.3 million, on six different claims
brought against the Debtor related to alleged false advertising in
connection with the marketing and sale of its performance
automotive air filters and air intake systems.  The jury also
returned a defense verdict in favor of K&N on the Debtor's
counterclaims against K&N for false advertising.  A Final Judgment
and Permanent Injunction after jury verdict was entered by the
District Court on Dec. 8, 2011, in the amount of $7,337,196.

The K&N Judgment stated that the District Court would file an
amended judgment if it were to award enhanced damages to K&N.
On Dec. 20, 2011, K&N filed a motion for statutory enhancement of
the K&N Judgment seeking to double the amount of judgment and for
approximately $1.6 million in attorneys' fees and costs.  The
District Court awarded K&N an enhancement payment of $750,159 and
attorneys' fees of $1,352,730 in its minute order granting motion
for attorneys' fees, in part filed May 1, 2012.

On May 7, 2012, K&N filed a Notice of Lodging of [Proposed]
Amended Final Judgment and Permanent Injunction.  The amended
final K&N Judgment has not been entered.

The hourly rates of the firm's personnel are:

         John V. Picone, III, Esq.                  $465
         Jennifer S. Coleman, Esq.                  $370
         Jedidiah L. Dooley, Esq.                   $325
         Christopher Hohn, Esq.                     $270
         Andrea Stewart, senior paralegal           $210
         Chrissie S. Cimbra Cruz, case Assistant     $90

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


SPECTRE PERFORMANCE: Can Employ Mike Ido as Financial Consultant
----------------------------------------------------------------
Spectre Performance, Inc., sought and obtained permission from the
Bankruptcy Court to employ Mike Ido as its financial consultant.

Since January 2007, Mr. Ido has been an independent consultant and
provided services in various capacities, including audit senior
for a CPA firm and part-time controller/CFO for small businesses
on a recurring basis.

Prior to the Petition Date, the Debtor had employed Mr. Ido as its
financial consultant.  The Debtor needs to continue to employ Mr.
Ido in the ordinary course of its business affairs.  In the
administration of this case, Mr. Ido will:

   * consult with and assist the Debtor in all accounting matters
     related to the Debtor's business operations including the
     review of the Debtor's monthly financial statements and
     consult with the Debtor regarding same; assist the Debtor
     to prepare inventory analysis reports and consult with the
     Debtor regarding same; and assist the Debtor in preparing
     projected budgets.

   * respond to and advise the accounting regarding accounting
     questions as they arise in the ordinary course of the
     Debtor's financial affairs.

   * if necessary, assist the Debtor in preparing the monthly
     operating reports filed during the Debtor's case in
     compliance with the requirements of the Office of the United
     States Trustee and Local Bankruptcy Rules.

   * if necessary, assist the Debtor in preparing financial
     statements or projections as necessary for the Debtor's
     disclosure statement and reorganization plan.

   * perform any and all other financial consultant services
     incident and necessary as the Debtor may require of Mr. Ido
     in the operation of the Debtor's business and the Debtor's
     reorganization.

Mr. Ido's current billing rate is $100 per hour.

During the one year period prior to the Petition Date, Mr. Ido
received payment of fees and expenses from the Debtor for
approximately $21,653.

Mr. Ido is disinterested as that term is defined in Section
101(14) of the Bankruptcy and represents no interest adverse to
the Debtor or its bankruptcy estate.

                     About Spectre Performance

Spectre Performance, formerly known as Spectre Industries, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-21890) in
Riverside, California, on May 14, 2012.  The Company incurred
significant legal costs in defending against lawsuits alleging
false advertising in connection with the marketing and sale of the
Company's performance automotive air filters and air intake
systems.

Ontario, California-based Spectre Performance disclosed
$10.2 million in assets and $17.7 million in liabilities.
Secured claims total $3.7 million.

Amir Rosenbaum founded the company in 1983 by selling hose
covering NylaBraid.  Now the company is a manufacturer of
performance racing autoparts.  Spectre Performance --
http://www.spectreperformance.com/-- makes air and fuel
accessories, including cold air intake systems to pack cool
air to the engine, fuel lines and hoses for plumbing the
engine, and chrome hardware and valve covers for dressing
the bay.

Judge Mark D. Houle presides over the case.  The petition was
signed by Amir Rosenbaum, president.

According to court filings, the Debtor expects that funds will be
available for distribution to unsecured creditors.

Prepetition lender Comerica Bank is represented in the case by
Reed Waddell, Esq., at Frandzel, Robins, Bloom & Csato LLC.

The U.S. Trustee for Region 16 appointed three persons to serve on
the Official Committee of Unsecured Creditors in the Debtor's
bankruptcy case.


STANFORD INT'L: SEC Appeals Denial of SIPC Funds for Victims
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Securities and Exchange Commission is taking
an appeal from a ruling early July that investors defrauded in the
R. Allen Stanford Ponzi scheme aren't entitled to have their
claims paid by the Securities Investor Protection Corp.

According to the report, the SEC sued in December, asking a U.S.
district judge in Washington to force SIPC to take over the
liquidation of Stanford's brokerage firm, Stanford Group Co.  Had
the SEC won, SIPC would have been required to cover customer's
claim for as much as $500,000 each.  U.S. District Judge Robert L.
Wilkins ruled against the SEC on July 3.  The SEC appealed
Aug. 31.

The Bloomberg report discloses that unless the SEC wins on appeal
to the U.S. Court of Appeals in Washington, investors in the
$7 billion fraud will be repaid from recoveries in a receivership
pending in a federal court in Texas.  Mr. Stanford was sentenced
in June to a 110-year prison sentence.

The case is Securities and Exchange Commission v. Securities
Investor Protection Corp., 11-mc-00678, U.S. District Court,
District of Columbia (Washington).

               About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S.
District Court, Northern District of Texas (Dallas).


STARZ LLC: Moody's Assigns 'Ba2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned Starz, LLC a Ba2 Corporate
Family Rating (CFR), Ba2 Probability of Default Rating (PDR), and
Ba2 rating to the company's proposed $500 million senior unsecured
notes due 2019 as well as a SGL-1 speculative-grade liquidity
rating. Starz plans to utilize the net proceeds from the proposed
notes to retire a $500 million term loan that was part of a new
unrated $1.5 billion credit facility established in November 2011.
Starz plans to utilize existing cash and a drawdown under its $1
billion revolver to fund a $1.8 billion distribution to Liberty
Media Corporation (Liberty). The distribution will occur in
conjunction with Liberty's plan to separate Starz from its other
assets (including its nearly 49% interest in Sirius XM) in a tax-
free spin-off that is expected to close in late 2012 or early
2013. Starz had approximately $1.1 billion of cash as of June 30
and approximately $400 million of the distribution has been made
in advance of the spin-off. Prior to the November 2011 credit
agreement, Starz carried only a modest external debt balance (less
than $50 million of transponder leases), other than inter-company
debt. Accordingly, these transactions will result in a significant
increase in Starz's debt and leverage. The rating outlook is
stable.

Assignments:

  Issuer: Starz, LLC

    Corporate Family Rating, Assigned Ba2

    Probability of Default Rating, Assigned Ba2

    Speculative Grade Liquidity Rating, Assigned SGL-1

    Senior Unsecured Regular Bond/Debenture, Assigned a Ba2,
    LGD4 - 52%

Outlook Actions:

  Issuer: Starz, LLC

    Outlook, Assigned Stable

Ratings Rationale

Starz' Ba2 Corporate Family Rating (CFR) reflects the company's
good cash flow generated from its family of premium cable
networks, technology-driven long-term risks associated with the
premium cable network business, heavy supplier/distributor
concentration, moderate leverage, and event risks related to
substantive control by John Malone. Moody's believes the company
will continue to generate good cash flow over the intermediate
term supported by movie output deals with Sony and Disney and an
increase in original programming investment, but long-term
business risks and Dr. Malone's substantive control warrant a
speculative-grade rating. Liberty is separating Starz in part to
provide better opportunities to pursue its strategic objectives
including creating a currency that could be used for acquisitions.
Starz could be an acquisition target as there are relatively few
stand-alone cable networks remaining with modest scale such as
Starz, although a stand-alone Starz could itself be an acquisition
platform. This along with the potential to utilize debt to fund
share repurchases creates event risk.

Starz's 3.0x or lower target debt-to-OIBDA leverage (company
definition), positive projected free cash flow and very good
liquidity position the company at the upper end of the
speculative-grade rating scale. Starz will initially be below its
leverage target (2.8x pro forma LTM 6/30/12) and Moody's expects
incremental cash generation to be used to reduce the size of the
initial revolver draw (relative to the pro forma 6/30/12 amount)
and leverage by roughly 0.3x by the time the spin-off closes.
Debt-to-EBITDA incorporating Moody's standard adjustments and
programming costs on a cash basis (3.3x LTM 6/30/12 pro forma for
the transaction) would be roughly 3.5x at the company's target
leverage level. Moody's expects Starz will manage to its leverage
level over time with share repurchases and acquisitions potential
uses of incremental debt subsequent to the spin-off. Moody's
believes Starz has sufficient free cash flow to manage to its
leverage target.

The SGL-1 speculative-grade liquidity rating reflects Starz's very
good liquidity position supported by its predictable free cash
flow generation, a modest cash balance (approximately $25 million
pro forma for the proposed transaction) and no required debt
payments until the revolver matures in 2016. Moody's anticipates
Starz will generate free cash flow exceeding $150 million over the
next 12 months. Unused capacity under the $1 billion revolver
(approximately $300 million pro forma 6/30/12 likely increasing to
roughly $475 million by the time the spin-off closes) provides
additional liquidity support, although Moody's does not expect
Starz to be reliant on the facility aside from potentially using
to fund lumpy programming payments. Moody's expects Starz will
maintain a meaningful EBITDA cushion (greater than 25%) within the
financial maintenance covenants (which are based only on Starz
Entertainment's OIBDA), with flexibility to reduce debt and
covenant cushion should EBITDA fall.

The Ba2 rating and LGD4 - 52% assessment on Starz's proposed $500
million senior notes reflects the guarantee from Starz
Entertainment, LLC (SEL). Starz plans to establish a new finance
subsidiary, Starz Finance Corp., that will be a joint and several
co-issuer of the notes. Starz's $1 billion revolver has the same
guarantee from SEL but also a pledge of the stock of SEL and
Starz, LLC. Because Moody's believes the stock pledge is a weaker
claim than the guarantee, a 100% deficiency claim is utilized for
the revolver in Moody's loss given default model.

The revolver and notes are thus viewed as having similar claims at
present, which results in the notes being rated equal to the CFR.
However, the credit facility contains maintenance covenants (not
present in the notes) that could improve the recovery prospects
relative to the notes. Maintenance covenants provide bank lenders
an ability to modify the credit facility terms, which could result
in repayment of the bank debt and/or higher interest margins as a
condition to amending the facility. The note indenture also allows
Starz to pledge collateral to a credit facility up to an amount
equal to the greater of $1.5 billion and 3.0x secured leverage. An
actual or potential difference in the collateral position, or
other provisions that could drive a meaningful difference in
recovery for the notes relative to the credit facility and lead to
a lower rating.

The stable rating outlook reflects Moody's expectation that Starz
will maintain access to high quality programming for the next 12-
24 months, steadily increase its original programming investment,
and maintain and renew distribution agreements with multichannel
video suppliers near current economic terms such that revenue and
earnings are stable or growing over the next two years. Moody's
also anticipates in the stable rating outlook that Starz will
manage to its 3.0x target leverage level.

The ratings are currently constrained by Starz's target leverage
and the long-term business risk. However, maintaining access to
high quality content and sustaining distribution agreements such
that revenue and earnings grow notwithstanding technology-driven
changes in the television industry, along with debt-to-EBITDA
sustained below 2.25x and free cash flow-to-debt sustained in a
high teens percentage range or better could lead to an upgrade.
Starz would also need to maintain a good liquidity position and be
able to absorb any event-driven transactions within the
aforementioned credit metrics to be considered for an upgrade.

Starz's ratings could be downgraded if it does not maintain cost-
effective access to high quality programming. This could occur if
it is unable to renew studio output deals at reasonable terms,
find replacement programming that appeals to consumers in the
event an existing studio output deal is not renewed, or if its
original programming strategy is not successful. Adverse changes
in distribution agreements could also create downward rating
pressure. Starz could also be downgraded liquidity deteriorates,
or if it does not adhere to its stated financial policies and
leverage target, completes acquisitions, or distributes cash to
shareholders or acquisitions such that debt-to-EBITDA is not
maintained in a low 3x range or lower or free cash flow-to-debt is
not sustained comfortably above 10%.

The principal methodology used in rating Starz is the Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Starz, headquartered in Englewood, Colorado, supplies television
and movie programming to U.S. multichannel video distributors
including cable, direct broadcast satellite, and telecommunication
service providers. Primary operations consist of the Starz and
Encore premium cable networks. Starz Media operates home video and
theatrical distribution businesses as well as other programming-
related services including managing for a distribution fee the
ancillary revenue and expenses of Starz's original programming
content. Revenue for the 12 months ended June 2012 were
approximately $1.6 billion.


STERLING SHOES: Provides Default Status Update
----------------------------------------------
Sterling Shoes Inc. provided a bi-weekly Default Status Report
under National Policy 12-203 - Cease Trade Orders for Continuous
The Company discloses that the interim financial statements for
the quarter ended June 30, 2012, management discussion and
analysis and related CEO and CFO certifications have not been
filed by the filing deadline.

                       About Sterling Shoes

Sterling Shoes is headquartered in Vancouver, B.C. and is a
leading independent footwear retailer offering a broad selection
of private label and brand name shoes and accessories.  Founded in
1987, Sterling Shoes LP operates over 100 stores across Canada.

In October 2011, Sterling Shoes Inc. Sterling Shoes GP Inc.
(general partner of Sterling Shoes Limited Partnership) sought
protection from the Supreme Court of British Columbia under the
Companies' Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-
36, as amended.

Alvarez & Marsal Canada Inc. has been appointed Monitor pursuant
to such orders.


SWAMI SHREE: Can Use Cash Collateral to Buy Plasma TVs
------------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a stipulation and
consent order between Swami Shree LLC and its secured creditor S4H
Hospitality LLC that supplements Swami Shree's authority to use
S4H's cash collateral.  The parties previously agreed to the
Debtor's interim cash use through Oct. 17.  In the supplemental
agreement, S4H agrees that the Debtor may use cash beyond the
agreed budget to replace all guest room TV's with new 32" flat-
screen plasma TV's, which improvement is required by the Property
Improvement Plan of the Debtor's franchise agreement with La
Quinta Inns & Suites.  The Debtor has received a quote for this
improvement and the cost is expected to total roughly $29,080.

A copy of the Supplemental Stipulation and Consent Order dated
Sept. 4, 2012, is available at http://is.gd/PrkISyfrom
Leagle.com.

                         About Swami Shree

Based in Media, Pennsylvania, Swami Shree, LLC, owns and operates
a La Quinta franchised hotel, containing 70 suites and amenities,
located at 304 Belle Hill Road, in Elkton, Maryland.  Swami Shree
filed a Chapter 11 petition (Bankr. D. Md. Case No. 11-25973) on
Aug. 4, 2011.  Curtis C. Coon, Esq., at Coon & Cole, LLC, serves
as the Debtor's bankruptcy counsel.  The Debtor scheduled $338,140
in assets and $4,861,772 in debts.  The petition was signed by
Vasudev Patel, managing member.

Attorney for senior lender SS4H Hospitality LLC is Alan M.
Grochal, Esq., at Tydings & Rosenberg LLP, in Baltimore, Maryland.

First-Citizens Bank & Trust Company is the Debtor's junior
creditor.  Attorney for junior lender First-Citizens Bank & Trust
Company is Peter J. Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware.


TESORO LOGISTICS: Moody's Rates $310MM Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Tesoro Logistics
LP's (TLLP) proposed $310 million senior unsecured notes due 2020.
Moody's also assigned a Ba3 Corporate Family Rating (CFR), Ba3
Probability of Default Rating, and a SGL-3 Speculative Grade
Liquidity (SGL) rating to TLLP. The proceeds from the proposed
notes offering will be used to fund a dropdown acquisition of the
Port of Long Beach Marine terminal from Tesoro Corporation (TSO,
Ba1 negative), repay borrowings under TLLP's secured revolving
credit facility, and pay transaction fees. This is the first time
that Moody's has rated TLLP. The rating outlook is stable.

Rating Assignments:

    $310 Million Senior Unsecured Notes due in 2020, Rated B1
    (LGD 4, 69%)

     Corporate Family Rating of Ba3

    Probability of Default Rating of Ba3

    Speculative Grade Liquidity rating of SGL-3

Ratings Rationale

"Tesoro Logistics' Ba3 CFR reflects its strategic importance to
and high percentage of contracted, fee-based revenues from its
parent company and general partner, Tesoro Corporation, "
commented Gretchen French, Moody's Vice President. "Despite its
limited track record and small scale, Tesoro Logistics has a
visible growth plan that Moody's expects will continue to be
supported by its general partner with fee-based, long-term
contracts."

On a standalone basis, Moody's views TLLP's credit profile as more
consistent with a B1 rating, reflecting its stable cash flows from
long-term, fee-based contracts with minimum volume commitments and
visible growth trajectory, but restrained by its small size,
limited track record, and expectation of rising leverage and high
distributions associated with its master limited partnership (MLP)
structure. However, the Ba3 Corporate Family Rating reflects
uplift from its strategic importance to TSO as the MLP will
provide it with critical infrastructure and a coordinated growth
strategy. Additionally, TSO's support is reflected in its 52%
ownership stake, including a 2% general partner stake, in Tesoro
Logistics.

TSO currently owns a number of logistics assets that could be
dropped down into the MLP. And if TSO's pending acquisition of
BP's Carson refining and marketing business closes, there exists
considerable opportunity for TLLP to grow through dropdowns. These
dropdowns could result in positive rating momentum due to the
resulting material increase in both scale and diversity of TLLP's
midstream asset portfolio. However, future rating action would
consider the degree of equity financing of the dropdowns and
contract structures of affiliate and third-party revenues.

TLLP's SGL-3 rating reflects the expectation for adequate
liquidity through mid-2013. Pro forma for the proposed notes
offering and the drop down of the Port of Long Beach Marine
terminal, the company will have full availability under its $300
million bank credit facility and cash balances of roughly $21
million. The credit facility is secured by substantially all of
TLLP's assets, matures in 2014 and includes covenants of debt /
EBITDA of no greater than 5x, secured debt / EBITDA of no greater
than 3.5x, and EBITDA / interest of no less than 2.5x.
Additionally, TLLP has the option to request that the facility
size be increased to a maximum of $450 million, pending lender
approval. Pro forma for the Long Beach drop down, Moody's
estimates that nearly 85% of TLLP's revenues will stem from
contracted volumes, providing enough EBITDA headroom to maintain
covenant compliance at current debt levels. However, TSO has
announced plans to drop down an expected $1 billion of assets
related to BP's Carson refining and marketing business, as well as
its unit-train unloading facility in Anacortes. The funding of
these dropdowns will require significant capital market access and
could result in tightened covenant headroom. In order to maintain
covenant compliance after these acquisitions, Moody's believes the
company will need to finance its future dropdowns with a
significant portion of equity.

The B1 rating assigned to the proposed senior unsecured notes
reflects both the overall probability of default of the company,
to which Moody's assigns a Probability of Default Rating of Ba3,
and a loss given default of (LGD 4, 69%). The proposed notes are
rated one notch below the Ba3 Corporate Family Rating, reflecting
the contractual subordination of the notes to TLLP's $300 million
credit facility. The credit facility is secured by substantially
all of TLLP's assets. The proposed notes have upstream guarantees
from substantially all of TLLP's subsidiaries.

The stable rating outlook assumes that TLLP will finance future
material acquisitions with a meaningful portion of equity (at
least 50%), maintain adequate distribution coverage (over 1x) and
leverage under 5x. TLLP's ratings could be upgraded if the company
is able to increase in size and scale while maintaining reasonable
leverage (EBITDA approaching $200 million and debt/EBITDA below
4.5x). TLLP's ratings could be downgraded if debt / EBITDA were to
be sustained above 5x due to a leveraging acquisition, or if the
company acquired a significant amount of new assets with a weak
business risk profile. If TSO's credit quality were to materially
decline resulting in a CFR of B1 or below, this would also
pressure TLLP's ratings.

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

Tesoro Logistics LP is a master limited partnership headquartered
in San Antonio, Texas.


TESORO LOGISTICS: S&P Rates $310MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issuer
credit rating to Tesoro Logistics L.P. (TLLP), a master limited
partnership (MLP) focused in the midstream energy sector. The
outlook on the rating is stable. "We are assigning our 'BB-'
rating and a '4' recovery rating to the $310 million senior
unsecured notes. The '4' recovery rating indicates that the
lenders would receive modest recovery (30% to 50%) in the event of
a payment default," S&P said.

"The ratings on TLLP reflect a 'fair' business risk profile and an
'aggressive' financial risk profile," S&P said.

"The fair business risk profile primarily reflects the
partnership's limited scale and geographic diversity. With roughly
$85 million in expected 2012 EBITDA, TLLP is among the smaller
midstream MLPs that Standard & Poor's rates. It generates most of
its cash flows in the Bakken Shale area (near sponsor Tesoro
Corp.'s (TSO) Mandan, N.D. refinery) and from assets supporting
Tesoro's California refineries. TLLP's cash flow stability helps
offset these weaknesses. The vast majority of revenue stems from
its long-term, fee-based contract mix with no commodity exposure.
TSO also provides minimum volume contracts that effectively
protect about 88% of TLLP's revenues," S&P said.

"The partnership's aggressive financial profile reflects our
expectation that debt to EBITDA is likely to trend toward the 4x
area as the company grows through asset drop-downs," S&P said.

"In addition, the MLP structure gives TLLP incentive to pay out
most of its cash flow after maintenance capital spending to
unitholders each quarter. This means it must continuously raise
external capital to pursue growth opportunities," said Standard &
Poor's credit analyst Manish Consul.

"The stable outlook reflects our expectations that TLLP will
maintain a mostly fee-based business, while managing its leverage
in the 4x area or lower as it pursues growth opportunities. Either
a change in TSO's rating or in our stand-alone assessment of
TLLP's credit profile could drive future ratings changes," S&P
said.

"The ratings of TSO and TLLP are closely linked, although we
currently maintain a two-notch separation between them. Any
potential upgrade on TSO could result in a positive ratings action
on TLLP due to the implicit support we attribute to TSO's
ownership. We could also raise ratings on TLLP if the partnership
achieves greater scale and realizes greater geographic diversity,
while maintaining its fee-based focus and current financial
policies. Conversely, a TSO downgrade could cause us to downgrade
TLLP, although we would not necessarily do so if we downgraded TSO
to 'BB'. Independent of any potential ratings actions on TSO, we
could lower our ratings on TSO if the partnership materially
increases leverage such that debt to EBITDA exceeds 4.5x or if the
partnership begins to assume commodity price exposure," S&P said.


THELEN LLP: Seyfarth Shaw Shakes Trustee's Clawback Suit
--------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that U.S. District
Judge William H. Pauley III found Tuesday that a dissolved firm's
pending hourly fee matters were not recoverable assets under state
law, tossing a bid by Thelen LLP's bankruptcy trustee to recoup
hourly fees from ex-partners who joined Seyfarth Shaw LLP.

According to Bankruptcy Law360, Judge Pauley granted Seyfarth's
motion for judgment in an adversary case brought by Thelen trustee
Yann Geron over attorneys' fees collected by 11 former partners
who joined Seyfarth after Thelen dissolved in 2008.

                         About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bicoastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TOLL BROTHERS: Moody's Rates $250MM Senior Unsecured Notes 'Ba1'
----------------------------------------------------------------
Moody's assigned a Ba1 rating to Toll Brothers Finance Corp.'s
proposed $250 million exchangeable senior unsecured notes due
2032, proceeds of which are intended to be used for general
corporate purposes. In the same rating action, Moody's affirmed
the Ba1 corporate family and probability of default ratings, Ba1
rating for the company's existing senior unsecured notes, and SGL-
1 speculative grade liquidity assessment. The rating outlook is
stable.

The following rating actions were taken:

Issuer: Toll Brothers Finance Corp.:

  Proposed $250 million exchangeable senior unsecured note
  offering due 2032, assigned Ba1, LGD-4, 54%;

  Existing senior unsecured notes, affirmed at Ba1, LGD-4, 54%;

  Rating outlook is stable.

Issuer: Toll Brothers, Inc.:

  Corporate family rating, affirmed Ba1;

  Probability of default rating, affirmed Ba1;

  Speculative grade liquidity assessment, affirmed SGL-1;

  Rating outlook is stable.

The proposed new exchangeable senior unsecured notes as well as
the existing issues of senior unsecured notes are guaranteed both
by Toll Brothers, Inc. and by the latter's principal operating
subsidiaries. The proposed new notes are pari passu with the
existing senior unsecured notes.

Ratings Rationale

The affirmation of Toll Brothers' ratings reflects the company's
ability to generate improving operating results and credit metrics
even in the face of the headwinds experienced by the homebuilding
industry. Over the past two years, the company has delivered
generally increasing gross margins, and during seven of the last
nine quarters, it was able to generate positive net income.
Moody's believes that Toll Brothers will continue to generate
modest improvement in many of its operating and credit metrics
over the next 12 to 18 months. The company's adjusted homebuilding
debt to capitalization ratio is expected to increase to 46% from
43% at July 31, 2012, pro forma for the proposed note offering. In
Moody's view, the company has built a sufficient cushion to
withstand a temporary rise in debt leverage, which Moody's expects
to decline as Toll Brothers grows its tangible net worth through
increasing earnings retention.

The Ba1 corporate family rating incorporates the company's solid
liquidity profile, as captured in its SGL-1 rating, and its
performance in its high-density, mid- and high-rise tower
business, which has exceeded Moody's previous expectations. The
rating is also supported by Toll Brothers' leadership position in
its upper-end homebuilding niche, and an ability to greatly
restrict, or even shut off entirely, its land spend for relatively
long periods of time without incurring the need to race to catch
up when the market turns. This latter characteristic permits the
company generally to control how much cash flow it wishes to
generate or even whether it wishes the figure to be positive or
not.

At the same time, Moody's recognizes that Toll Brothers continues
to be directly or indirectly impacted by the same daunting
challenges affecting the rest of the homebuilding industry,
including the substantial overhang of foreclosed properties, weak
(albeit improving) pricing, high unemployment, low consumer
confidence, and difficulties for potential home buyers in
obtaining mortgage financing. These factors will constrain the
degree of improvement that Moody's is expecting. Moody's also
recognizes the additional risk in the company's business profile
associated with the more volatile and capital intensive high-rise
and high-density mid-rise business. Additionally, the company is
likely to continue generating negative cash flow from operations
due to land investments.

The stable rating outlook reflects Moody's expectation that Toll
Brothers will continue to maintain a conservative capital
structure, an unrestricted cash and investments balance of at
least $500 million, and tight fiscal discipline with regard both
to its high-rise and high-density mid-rise business and to
Gibraltar Capital. Additionally, Moody's expects that the company
will continue generating positive net income in most quarters and
continue improving its operating and credit metrics.

Toll Brothers carries a speculative-grade liquidity rating of SGL-
1, indicating that its liquidity position for the next 12-18
months is expected to be very good. The SGL rating takes into
consideration internal and external liquidity, covenant
compliance, and the availability of alternate liquidity sources,
and tends to be more volatile than long-term ratings. As of July
31, 2012, the company had about $1.7 billion of available
liquidity, consisting of $877 million of unrestricted cash and
investments and $819 million available under its $885 million
senior unsecured revolving credit facility due in October 2014.
Headroom under its principal bank covenants is comfortable to
substantial.

The ratings could benefit if Moody's were to project that the
company's credit metrics will begin to resemble those of an
investment-grade homebuilder. Specifically, Moody's would need to
see debt leverage remaining below 40%, and strong trends toward
interest coverage rising to the mid single-digit range, gross
margins improving to above 23%, and total revenue and net income
migrating steadily toward pre-recession levels.

Because the company, like its peers, is highly dependent on
consumer confidence and employment levels, the outlook could be
lowered if the economy were to enter into a double-dip downturn,
leading to a weakening in Toll Brothers' gross margins and net
income generation. Beyond that, the company is essentially its own
master of whether or not it wishes to improve, maintain, or
sacrifice its ratings. If it chooses to invest significant amounts
of cash on lots, the tower business, Gibraltar Capital, and/or
share repurchases, and its homebuilding debt leverage moves above
50% on a sustained basis, then the ratings will likely come under
pressure.

The principal methodology used in rating Toll Brothers Finance
Corp. was the Global Homebuilding Industry Methodology published
in March 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.

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and active adult buyers in 20 states and four regions
around the country. Total revenues and consolidated net income for
the trailing twelve month period ending July 31, 2012 were $1.7
billion and $91 million, respectively.


TOLL BROTHERS: S&P Rates New $250MM Exchangeable Sr. Notes 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
and '3' recovery rating to Toll Brothers Finance Corp.'s proposed
offering of $250 million of exchangeable senior notes due 2032.
"Our '3' recovery rating indicates our expectation for a
meaningful (50%-70%) recovery in the event of a default," S&P
said.

"The new notes will rank equally with Toll Brothers Finance
Corp.'s other senior unsecured obligations. The company's indirect
parent company, Toll Brothers Inc. (Toll) and all of Toll's
subsidiaries that are also guarantors under its revolving credit
facility will guarantee the notes. The company will be able to
exchange the notes into shares of Toll's common stock and
bondholders will have the right to put the notes to the company
for cash on Dec. 15, 2017, Sept. 15, 2022, and Sept. 15, 2027,"
S&P said.

"Toll plans to use proceeds from the offering for general
corporate purposes, which may include the repayment of debt, land
acquisitions, or distressed real estate investments. From our
perspective, the offering will bolster the company's cash
holdings, which totaled $877 million at July 31, 2012," S&P said.

"Standard & Poor's Ratings Services' ratings on Pennsylvania-based
Toll largely reflect the homebuilder's 'satisfactory' business
risk profile that is supported by a leading market position in the
luxury housing segment. We believe Toll is better positioned to
improve profitability relative to most of its homebuilding peers
because its sizeable land position and low level of speculative
inventory should support our anticipated growth in sales volumes.
We expect this improvement despite our outlook for a slow and
uneven near-term recovery in single-family housing demand.
Furthermore, we believe Toll's strong liquidity position should
enable the builder to fund sufficient investments in land and
inventory to support sustained growth in revenues and EBITDA over
the next two to three years, resulting in substantially improved
credit measures. However, although we expect improvement over the
next two years, we do not think Toll's key EBITDA-based credit
measures will fully recover to the company's stronger, pre-
downturn levels until 2014 at the earliest. As a result, we
consider Toll's financial risk profile to be 'significant,'" S&P
said.

"Our stable outlook acknowledges the company's strong liquidity
profile, which we expect will enable Toll to invest in new
communities to develop its top line and eventually support better
earnings. We would lower our rating if sale trends and
profitability measures falter and debt-to-EBITDA appears unlikely
to approach the 4x to 6x area by mid-2014. In our view, an upgrade
is unlikely over the next 12 months because we expect housing
demand, while improving, to remain below historic levels. We could
upgrade Toll if the market recovers and the company maintains key
credit measures at levels consistent with an 'intermediate'
financial risk (i.e., debt-to-EBITDA in the 2x to 3x range)
profile," S&P said.

RATINGS LIST

NEW RATINGS
Toll Brothers Finance Corp.
$250 mil Exchangeable sr notes due 2032        BB+
Recovery Rating                                3


TPC GROUP: Sandell Lobbies for "No" Votes on $850-Mil. Deal
-----------------------------------------------------------
Sandell Asset Management Corp. is issuing a White Paper to TPCG's
shareholders relating to TPCG's recent agreement to sell itself to
private equity firms First Reserve & SK Capital.  Sandell has been
a long term shareholder of the Company, leading its restructuring
and exit from bankruptcy in 2004.

The following are highlights of Sandell's opinions as set forth in
more detail in its White Paper presentation:

    * Current agreement is a sweetheart transaction for the PE
      Buyers and Management allowing them to steal the Company on
      the cheap from shareholders without a full and proper
      auction.

    * Several strategic and financial parties were shut out of the
      process and/or subjected to unreasonable demands and
      unreasonable timelines.

    * Management has been intentionally bearish to ensure the
      completion of a deal at a low price, thereby benefiting
      themselves the most through a go-private transaction.

To the detriment of current shareholders, Management did not:

    * Negotiate a go-shop period to solicit competing offers;

    * Hold a conference call with its shareholders as is
      customary;

    * File voting agreements with the SEC detailing the nature of
      the lockups; or

    * Disclose compensation agreements which, Sandell believes,
      would show the significant upside that Management has
      negotiated for themselves.

Lastly, there is ample evidence that the deal price is not the
maximum price that shareholders deserve given the stability of
TPCG's underlying business, the upcoming growth catalysts and its
solid balance sheet, Sandell claims.

Sandell intends to vote against the deal, encourages its fellow
shareholders to do the same, and seeks to have the Company run a
proper auction to maximize shareholder values.

                          About TPC Group

TPC Group LLC is a processor of crude C4 hydrocarbons (primarily
butadiene, butene-1, isobutylene), differentiated isobutylene
derivatives and nonene and tetramer.  For its product lines, TPC
is either the largest or second largest independent North American
producer.  The company operates three Texas-based manufacturing
facilities in Houston, Baytown and Port Neches.  Revenues were
$1.7 billion for the twelve months ended June 30, 2010.

                           *     *     *


In August 2012, Standard & Poor's Ratings Services placed its
ratings on TPC Group LLC, including the 'B+' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placements follow the announcement that TPC has
entered into an agreement to be acquired by First Reserve Corp.
and SK Capital Partners in a transaction totaling approximately
$850 million, including net debt," said credit analyst Daniel
Krauss.


TRIBUNE CO: Law Debenture Files Issues on Plan Appeal
-----------------------------------------------------
Law Debenture Trust Co. of New York and Deutsche Bank Trust Co.
filed a statement of issues on appeal in connection with their
appeal from the July 23 order issued by Bankruptcy Judge Kevin
Carey approving Tribune Co.'s Chapter 11 plan.

In their statement, the bond trustees raised the issue of whether
the bankruptcy judge erred in confirming the plan, which they
said, discriminates unfairly against senior bondholders in
violation of Section 1129(b)(l) of the Bankruptcy Code.

The bond trustees filed the appeal as well as a motion to put on
hold temporarily Judge Carey's July 23 order until a higher court
hears their appeal to review his decision.  They complained that
the plan undercompensates senior bondholders relative to other,
similarly situated creditors.

The bond trustees are seeking to have their case heard by the 3rd
U.S. Circuit Court of Appeals in Philadelphia.

Judge Carey previously issued an order directing the bond
trustees to post a $1.5 billion bond for their appeal from the
Confirmation Order to proceed.  Aurelius has argued before the
Court that the bonding requirement would make the appeal
"prohibitively expensive."

Judge Gregory Sleet of the U.S. District Court for the District of
Delaware affirmed Judge Carey's ruling and held that requiring a
$1.5 billion bond "was appropriate."  Judge Sleet also ruled that
accelerating the appeal "is not appropriate," Bloomberg News
reported.

Bloomberg noted that in the absence of an expedited appeal,
Aurelius now runs the risk of not having an appeal since Tribune
may be able to implement the plan and convince a district judge
to dismiss the appeal for mootness.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


TRIBUNE CO: Committee Wins OK to Turn Over Docs to Plan Trustee
---------------------------------------------------------------
The committee of Tribune Co.'s unsecured creditors obtained court
approval to turn over to the litigation trustee certain documents,
including those in the centralized document depository that are
considered confidential.

The turnover of documents is governed by an agreement entered into
between the committee and the litigation trustee as part of
Tribune's restructuring plan.

The depository was created following approval in December 2009 by
the bankruptcy court to allow anyone, who was involved in
negotiations to resolve "potential causes of action" related to
the 2007 transactions, to access the documents collected by the
committee.

The committee collected the documents from its investigation into
the series of transactions that returned Tribune to private
ownership in 2007.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


TRIBUNE CO: CFO Seeks to Extend Period for Examiner Record
----------------------------------------------------------
Tribune Co. Chief Financial Officer Chandler Bigelow has filed a
motion asking the Court to extend the period for the retention of
so-called "examiner record."

Mr. Bigelow wants the retention period extended from August 26
until the conclusion of a litigation filed against the company or
until further order of the bankruptcy court.

The litigation, which is pending in a federal court in New York,
involves claims related to the 2007 leveraged buy-out of Tribune.

Most of the claims at issue in the litigation are tied to the
matters discussed in the examiner's report and the examiner's
record may include documents discoverable in the litigation,
according to court papers.

Joel Friedlander, Esq., at Bouchard Margules & Friedlander P.A.,
in Wilmington, Delaware, said the extension is necessary to
"preserve documents that could potentially be relevant to the
litigation."

A court hearing to consider approval of the motion is scheduled
for October 4.  Objections are due by September 13.

About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


TRIBUNE CO: Court Approves Paul Weiss as Special Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the hiring of Paul, Weiss, Rifkind, Wharton & Garrison LLP as
special counsel of Tribune Co. and its affiliated debtors.

Tribune tapped the firm in connection with certain transactional
matters related to the company's entry into post-emergence
financing facilities contemplated under its Chapter 11 plan of
reorganization.

Paul Weiss will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
range from $830 to $1,120 for partners, $760 to $795 for counsel,
$425 to $720 for associates, and $85 to $250 for para-
professionals.

The firm does not hold or represent interest adverse to Tribune
or its estates, according to a declaration by Andrew Rosenberg,
Esq., a partner at Paul Weiss.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


TRIBUNE CO: Court Disallows Pension & Benefit Plan Claims
---------------------------------------------------------
The U.S. Bankruptcy Court in Delaware ordered the disallowance of
288 claims filed against Tribune Co. and its affiliated debtors.

More than 250 of the 288 claims were filed on account of a pension
or benefit plan that will be assumed pursuant to Tribune's Chapter
11 plan, and will be paid under the pension or benefit plan.  A
list of the claims is available without charge at
http://bankrupt.com/misc/Tribune_57thOO_258Assumed.pdf

Meanwhile, Tribune does not have liability for the other claims
based on a review of its books and records.  The claims are
listed at:

   http://bankrupt.com/misc/Tribune_57thOO_19NoLiabilityBC.pdf
   http://bankrupt.com/misc/Tribune_57thOO_11NoLiabilityEC.pdf

Earlier, Trey Yant asked the bankruptcy court to overrule
Tribune's objection to his claim, designated as Claim No. 6675,
and allow it as a priority claim in the sum of $53,993.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

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


VALEANT PHARMACEUTICALS: Moody's Reviews 'Ba3' CFR for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Valeant
Pharmaceuticals International, Inc. including the Ba3 Corporate
Family Rating under review for downgrade.

This action follows the announcement that Valeant will acquire
Medicis Pharmaceutical Corporation for $44 per share or
approximately $2.6 billion in cash. Funding sources will include
new debt.

Ratings placed under review for downgrade:

Valeant Pharmaceuticals International, Inc. (parent)

  Ba3 Corporate Family Rating

  Ba3 Probability of Default Rating

  Ba1 (LGD 2, 18%) senior secured revolving credit facility and
  term loan facilities

Valeant Pharmaceuticals International (subsidiary)

  B1 (LGD 5, 71%) senior unsecured notes of $950 million due 2016

  B1 (LGD 5, 71%) senior unsecured notes of $500 million due 2017

  B1 (LGD 5, 71%) senior unsecured notes of $945 million due 2018

  B1 (LGD 5, 71%) senior unsecured notes of $690 million due 2020

  B1 (LGD 5, 71%) senior unsecured notes of $650 million due 2021

  B1 (LGD 5, 71%) senior unsecured notes of $550 million due 2022

"The Medicis acquisition may push Valeant's leverage beyond
Moody's tolerance level for the Ba3 rating, despite solid
strategic rationale," stated Michael Levesque, Moody's Senior Vice
President.

Moody's rating review of Valeant will focus on the strategic
benefits of the acquisition including greater scale in the
dermatology market, new pipeline opportunities, and cost
synergies. The rating review will also consider Valeant's higher
financial leverage, the mixture of secured and unsecured debt in
the capital structure, potential deleveraging opportunities, and
the possibility of additional acquisitions.

Ratings Rationale

Valeant's Ba3 Corporate Family Rating reflects its moderately high
pro forma leverage of approximately 4.0 times (prior to Medicis),
as well as the risks associated with Valeant's aggressive
acquisition strategy including integration risks and rapid capital
structure changes. The pro forma leverage figure includes
estimated acquisition synergies, but the company's rapid pace of
acquisitions makes it difficult to ascertain a true run-rate of
pro forma EBITDA. Valeant's ratings remain supported by its good
size and scale, a high level of product and geographic diversity,
and the lack of any major patent cliffs relative to other
pharmaceutical companies. Further, Moody's expects good free cash
flow generation to continue, but that acquisitions will remain a
priority use of cash flow.

The principal methodology used in rating Valeant Pharmaceuticals
International, Inc was the Global Pharmaceutical Industry
published in October 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Montreal, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
formed from the merger of Biovail Corporation and Valeant
Pharmaceuticals International. Valeant reported 2011 net revenues
of approximately $2.5 billion.


VALIDUS REINSURANCE: Fitch Affirms 'BB+' Jr. Subordinated Debt
--------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of Validus Reinsurance, Ltd. (Validus Re), the
principal reinsurance operating subsidiary of Validus Holdings,
Ltd. (Validus).  Fitch has also affirmed Validus' 'BBB+' Issuer
Default Rating (IDR), 'BBB' senior unsecured notes rating, and
'BB+' rated junior subordinated debt instruments (see full rating
list below).  The Rating Outlook remains Positive.

The rating actions follow Validus' announcement that it will
acquire Flagstone Reinsurance Holdings, S.A. (Flagstone) in a
transaction valued at $623 million, including $148 million in cash
and 0.1935x Validus voting common shares per Flagstone share.  The
transaction is expected to close late in the fourth quarter of
2012.

The affirmation reflects Fitch's belief that if the transaction is
completed at the terms described above, its effects should have a
negligible impact on Validus' historically strong operating
performance or the high quality of its balance sheet.

Financial leverage could increase modestly immediately following
the transaction but should remain well below median guidelines for
Validus' current rating category.

While integration risks are present in any acquisition, Fitch's
concerns in this regard are partially mitigated by Validus' track
record of successfully integrating acquisitions, as well as
Flagstone's relatively small size and manageable infrastructure.

Fitch expects to review Validus during the fourth quarter of 2012
as part of its regular review process and will reassess the
company's ratings at that time, at which point Fitch expects that
it will either affirm Validus' ratings or upgrade them by one
notch.

Key ratings triggers that could lead to an upgrade include
Validus' ability to demonstrate continued solid performance,
including underwriting results and overall profitability that
outperform comparably rated peers.

This assumes that the company also maintains solid capitalization
with net written premium-to-equity and asset leverage ratios at or
near recent levels of 0.5x and 2.3x, respectively, while loss
reserve development remains neutral to favorable.

Key ratings triggers that could lead to a Negative Rating Outlook
or a ratings downgrade include a significant deterioration in the
company's underwriting performance relative to peers.  Likewise, a
weakening of Validus' capitalization metrics or a material
increase in underwriting leverage (measured by traditional
premiums written to equity ratios) to levels in excess of 1.0x or
asset leverage to levels in excess of 3.0x could result in an
Outlook revision or ratings downgrade.

In addition, a material increase in Validus' debt-to-capital ratio
to levels in excess of 25% or decrease in run rate interest
coverage ratios to the low single digits for a period of
consecutive years could cause Fitch to downgrade the company's
debt ratings.

Fitch affirms the following ratings:

Validus Holdings, Ltd.

  -- IDR at 'BBB+'; Outlook Positive;
  -- 8.875% senior unsecured notes due 2040 at 'BBB';
  -- 9.07% junior subordinated deferrable debentures due June 2036
     at 'BB+';
  -- 8.48% junior subordinated deferrable debentures due June 2037
     at'BB+'.

Validus Reinsurance, Ltd.

  -- IFS at 'A-'; Outlook Positive.


VENOCO INC: Moody's Rates $175-Mil. 2nd Lien Term Loan 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Venoco Inc.'s
proposed $175 million second lien term loan. At the same time,
Moody's affirmed Venoco's B3 Corporate Family Rating, affirmed the
rating on its existing $150 million senior unsecured notes due
2017 at Caa1, affirmed the ratings on its existing $500 million
senior unsecured notes due 2019 at Caa1, and changed the
Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The
outlook is stable.

The new term loan offering is part of a series of transactions
that will take the company private under the control of its
parent, Denver Parent Corporation (unrated), a holding company
owned by Venoco's Executive Chairman and former CEO Timothy
Marquez. Mr. Marquez (and his affiliated trusts and foundations)
currently owns 50.3% of Venoco's stock. Concurrent to the $175
million new term loan offering, Venoco will sell assets to its
parent for $196.5 million in cash and $13.5 million in a seller
held note. The total cash proceeds from the new term loan offering
and the asset sale will be used to buy back Venoco's outstanding
shares held by the public. After all these transactions close,
Venoco will be completely owned by its parent and its existing
management team. Denver Parent Corp will finance the asset
purchase from Venoco and the purchase of a portion of Venoco's
common stock by selling volumetric production payments for $210
million and by issuing convertible debt for $30 million.

Ratings Rationale

"In spite of the increased leverage and decreased asset coverage,
Venoco has the ability to service its debt due to the stability of
its cashflows that are generated from its low decline, oil
producing assets", said Michael Somogyi, Moody's Vice President-
Senior Analyst. Venoco's cashflows also benefit from reduced
volatility from strong hedges; recent improved netbacks from
switching oil contracts to reference West Coast locations rather
than Cushing, OK; and increased cash margins from reduction in
transportation costs of roughly $10 per barrel on production from
Venoco's South Ellwood field after putting in service its newly
constructed Ellwood pipeline.

Venoco's credit strength derives from its low decline, oil-
producing assets in mature basins in onshore and offshore Southern
California. Pro-forma for the transaction, roughly 48% of Venoco's
production will comprise of oil and 52% gas in 2013. The bulk of
the company's future capital spending will be directed towards
increasing oil production by drilling low-risk, proved undeveloped
locations in mature basins where Venoco's management is familiar
with the geological and operational complexity. Pre-tax PV-10
value of $1.6 billion provides Venoco's pro-forma debt asset
coverage of roughly 1.8 times. In addition, the potential sale of
Venoco's 22.3% reversionary interest in the Hastings field
operated by Denbury Resources could be a catalyst for deleveraging
in the future.

However, Venoco's ratings are constrained by the additional debt
incurred as part of the transaction. The increased leverage will
significantly reduce Venoco's financial flexibility. Maintaining
adequate liquidity while continuing to have a sufficiently large
capital budget that can materially grow oil production is
feasible, but will require discipline. Venoco will have to slow
down its exploration program in the Monterey Shale in its Sevier
field until it can strengthen its balance sheet. As of June 30,
2012 pro-forma for the transaction and asset sale, Venoco's debt /
average daily production is roughly $54,000 per barrel of oil
equivalent (BOE) and debt / proved developed reserves is $19 per
BOE. The debt / average daily production and debt / proved
developed reserves for Denver Parent Corp, when consolidated with
Venoco, are $61,000 per BOE and $20 per BOE respectively. Moody's
considers volumetric production payments as a form of
collateralized borrowing and therefore incorporates it as debt in
the above mentioned leverage metrics.

The SGL-2 rating reflects a good pro forma liquidity profile.
Assuming Venoco spends within cashflow in the next twelve months,
Moody's believes it has good liquidity, with $104 million
available under its credit facility that has a borrowing base of
$125 million. Venoco has prudently locked in cash flow from
operations of approximately $145 million in 2012 and $100 million
in 2013 through its oil hedges, assuming cash cost of $35 per BOE.
As a result, Venoco has the flexibility to fund a budget of around
$100 million in 2013 from internally generated cashflow even in a
low price environment. Financial covenants under the credit
facility include a minimum current ratio of one and a maximum Debt
to EBITDA ratio of five, that gradually steps down to four from
June 30, 2013 to June 30, 2014. As of June 30, 2012 Venoco was in
compliance with both its covenants, and Moody's expects it to
remain so in the next twelve months. There are no debt maturities
until 2016 when the credit facility expires. Substantially all of
Venoco's oil and gas reserves are pledged as security under the
credit facility and new second lien term loan, which limits the
extent to which asset sales could provide a source of additional
liquidity if needed.

The B1 rating assigned to the new second lien term loan reflects
both the overall probability of default of the company, to which
Moody's assigns a Probability of Default Rating of B3, and a loss
given default of LGD2-24%. The new second lien term loan is
secured by Venoco's assets and therefore, is senior to the
existing two unsecured notes. The contractual seniority of the
term loan results in it being rated two notches above the CFR at
B1 (LGD2-24%), and the contractual subordination of the unsecured
notes results in them being rated one notch below the CFR at Caa1
(LGD4-67%, changed from LGD4-63%). Moody's overrode the Loss Given
Default methodology's recommended term loan rating by one notch
due to the potential of additional first lien debt over time.

The outlook is stable assuming Venoco will maintain good liquidity
at current levels, not take on additional leverage and spend
within cashflow. A negative outlook or downgrade could result if
liquidity deteriorates, including if the borrowing base is
materially reduced, covenant cushion compresses, or existing oil
hedges are monetized. A positive outlook or upgrade is unlikely in
the near future, but could occur if Venoco were to reduce and
sustain its debt / average daily production at or below $30,000
per BOE (currently at ~$54,000/BOE), or retained cash flow to debt
above 30% (currently at ~19%), or materially increases its oil
production with favorable full-cycle economics. Moody's could also
upgrade if Venoco deleverages significantly by selling assets or
injecting equity capital.

The principal methodology used in rating Venoco was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada, and EMEA published in June 2009.

Venoco, Inc. is an independent E&P company headquartered in
Denver, Colorado.


YNS ENTERPRISE: Files Emergency Motion to Use Cash
--------------------------------------------------
YNS Enterprise No. 1, LLC, filed an emergency motion to use cash
collateral of MLCFC 2006-4 Foothill Retail Limited Partnership,
which is owed $37.7 million on a loan secured by the Debtor's
property.

Prepetition MLCFC commenced foreclosure proceedings against the
Debtor's Masi Plaza.  The Debtor said it is attempting to
negotiate a restructuring of its loan obligations.

"The Debtor must be able to use the revenue generated from the
operation of the Property in order to pay post-petition operating
expenses, including, but not limited to, insurance, management
fees, utilities, security, and maintenance expenses, all of which
are necessary to maintain the Property, its income and its going
concern value.  Failure to pay these expenses would likely lead to
a loss of tenants, which would reduce income. Failure to maintain
the Property may also subject the Debtor to breach of lease and
other lawsuits.  All of the foregoing would cause substantial harm
to the Debtor's estate and its creditors," counsel to the Debtor,
Krikor J. Meshefejian, Esq., at Levene, Neale, Bender, Yoo &
Brill L.L.P., explained.

"In short, in order for the Debtor to be able to operate its
business while in Chapter 11 and to avoid immediate and
irreparable harm to its business and the Property, the Debtor must
be able to use its cash collateral to pay post-petition operating
expenses."

Mr. Meshefejian said MLCFC will be adequately protected going
forward as a result of the use of cash collateral for the
continued maintenance and operation of the Property.  As further
adequate protection, the Debtor also proposes to provide MLCFC
with a replacement lien against the Debtor's assets, with such
replacement lien to have the same extent, validity, and priority
as the pre-petition lien held by MLCFC.

                       About YNS Enterprise

YNS Enterprise No. 1, LLC, is the owner and operator of a modern
commercial retail shopping center consisting of various parcels
and buildings located in Rancho Cucamonga, California. The
Property, commonly known as "Masi Plaza", includes 171,802 square
feet of leasable space.  The property is 76% occupied and
generates monthly net operating income of $180,000.  The property
is managed by an independent third party property management
company -- Pacific Century Investment, Inc.

YNS Enterprise filed a bare-bones Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-28185) on Aug. 5, 2012 in Riverside.  The
Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B),
estimated assets and debts of at least $10 million.  The Debtor
said its principal asset is located at 8122 Foothill Boulevard, in
Rancho Cucamongo, California.

Related entities SSM Enterprises, Inc., YJC Investment Group V,
Inc., and YNS Investment Group, Inc. hold 100% of the membership
interests in the Debtor.

The petition was signed by Young Jae Chung, president of YJC.

Bankruptcy Judge Wayne E. Johnson presides over the case.  Timothy
J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as
the Debtor's counsel.


WEZBRA DAIRY: Has Access to Cash Collateral Until Oct. 31
---------------------------------------------------------
Wezbra Dairy LLC will have access to cash collateral of Bank of
America N.A. until Oct. 31, 2012, according to a proposed order
submitted by the Debtor's counsel, and agreed as to form by the
bank's counsel.  A hearing on the cash use was scheduled Sept. 4.

Bank of America had objected to the cash collateral motion.  The
parties have agreed that the bank will retain its right to object
to the Debtor's request for continued use of cash collateral.

BoA will receive adequate protection for the use of cash
collateral in the form of replacement liens, insurance coverage on
the assets, and payment of postpetition taxes.

The Debtor and the bank previously signed a stipulation for entry
of an interim order permitting use of cash collateral until the
Sept. 4 hearing.

The bank, owed $6,596,904 as of the Petition Date for notes issued
prepetition, had said that the adequate protection offered by the
Debtor in the motion is inadequate.  Virtually all of the Debtor's
property is already subject to the bank's security interest.  The
Debtor offers no other unencumbered assets on which to grant the
bank a lien, and the value of the existing collateral is
significantly less than the Debtor's prepetition indebtedness.
Further, prior to the Petition Date, the Debtor was unable to
generate sufficient cash flow from the sale of its milk to make
interest only payments on the notes, per the terms of the parties'
forbearance agreement.

Bank of America is represented by:

         Pamela A. Paige, Esq.
         PLUNKETT COONEY, P.C.
         300 N. Meridian St., Suite 990
         Indianapolis, IN 46204
         Tel: (317) 974-5744
         Fax: (317) 964-2744
         E-mail: ppaige@plunkettcooney.com

                        About Wezbra Dairy

Wezbra Dairy, LLC, operator of a dairy farm in Continental, Ohio,
filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-12592)
on Aug. 6, 2012.  The Debtor owns 936 head of cattle and lease 24
head of cattle that must be fed and maintained on a daily basis.

Wezbra Dairy estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The Debtor owes Bank of
America N.A. the amount of $6.5 million, secured by a blanket lien
on the Debtor's assets.

Judge Robert E. Grant oversees the case.  Daniel J. Skekloff,
Esq., and Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP serve as counsel to the Debtor.


WVSV HOLDINGS: Lawrence C. Wright OK'd to Handle Maricopa Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
WVSV Holdings, LLC to employ Lawrence C. Wright as special counsel
in connection with Maricopa County Superior Court Case Nos.
CV2003-008362 and CV 2006-011193, Court of Appeals Cause No. 1 CA-
CV 08-0567, and Supreme Court Cause No. CV-12-0171.

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

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The UST reserves
the right to appoint the committee should interest develop among
the creditors.


WVSV HOLDINGS: Amends Order on Land Advisors as Real Estate Broker
------------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona, in an amended order, authorized WVSV
Holdings, LLC to employ Land Advisors Organization as real estate
broker.

As reported in the Troubled Company Reporter on July 10, 2012, the
Court authorized the Debtor to employ Land Advisors to sell
approximately 13,260 acres of real property located in Western
Maricopa County on behalf of the Debtor.

Land Advisors would be entitled to compensation of 4-1/2% of the
gross purchase price.

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

The Court, in an amended order, stated that:

   -- the compensation to Land Advisors will be four and one-half
      percent of any total sales price, subject to application and
      approval by the Court;

   -- the employment of Land Advisors is without prejudice to the
      rights of 10K, LLC to file an objection to any application
      by the Debtor to sell any real estate;

   -- the listing agreement between the Debtor and Land Advisors,
      is approved.

                        About WVSV Holdings

W.V.S.V. Holdings LLC, the owner of about 13,000 acres of vacant
land in Buckeye, Arizona, filed a petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 12-10598) on May 14, 2012, in
Phoenix.  The Debtor claims that the three tracts of land planned
for "future development" are worth $120 million and secure $57.3
million in debt.  The Debtor scheduled $120.04 million in assets
and $57.35 million in liabilities.

West Valley Ventures, LLC, owns 75% of the Debtor, and Breycliffe,
LLC, owns the remaining 25%.

Judge Redfield T. Baum, Sr., presides over the case.  Michael W.
Carmel, Esq., serves as the Debtor's counsel.  The petition was
signed by Lee Allen Johnson, manager of West Valley Ventures,
manager.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtor's case because an insufficient
number of persons holding unsecured claims against the Debtor have
expressed interest in serving on a committee.  The UST reserves
the right to appoint the committee should interest develop among
the creditors.


* Moody's Says Debt Metrics Weaken Slightly Due to AUM Dcline
-------------------------------------------------------------
Aggregate assets under management of the 14 asset managers Moody's
tracks quarterly decreased 2.8% in the second quarter of 2012 to
$7.96 trillion, Moody's Investors Service says in a new report,
"2Q 2012 Quarterly Update -- Asset Managers." Negative performance
in equities and commodities drove the decline. Moody's report
reviews the business and financial conditions that affect the
asset managers' debt and leverage position.

Organic growth during the second quarter was slightly negative,
with outflows for the group equaling 0.20% of beginning-period
assets. Aggregate net outflows of $16.2 billion were an
improvement from $26.6 billion in the first quarter of 2012, says
Moody's.

"Half of the 14 managers had positive net inflows, but in
aggregate the group had a small outflow," says Neal M Epstein,
CFA, a Moody's Vice President and Senior Credit Officer. "Over the
past five quarters, the 14 managers we track have raised no new
business in the aggregate, resulting in a zero-sum competitive
game." Since 2Q 2011 the share of fixed-income assets in aggregate
assets under management rose three percentage points, and the
share of equities declined three percentage points.

Revenue and EBITDA both declined during the second quarter,
Moody's says. Aggregate revenue shrank 1.4% to $8.9 billion, given
that assets under management decreased from quarter to quarter.
Total management fees, including performance fees, declined 1.1%,
and effective fee rates were slightly lower as equities became a
smaller percentage of the business mix.

EBITDA for the group declined 2.9%, with slight compression of
EBITDA margins. Lower compensation was offset by higher other
expenses.

Performance fees declined 41.2% from the prior quarter and were
38.8% lower than in the first quarter of 2011. In the second
quarter, they were just 1.0% of management fees.

During the quarter total debt outstanding rose, the 8.1% net
increase attributable to additional borrowing from several
managers. Group leverage increased in terms of debt/EBITDA, to
1.68 times on a weighted average basis.

Moody's sector outlook for the asset managers remains stable,
given manageable debt burdens and stable fundamentals for the
group as a whole.


* Moody's Says US Banking System Outlook Remains Negative
---------------------------------------------------------
The outlook for the US banking system remains negative, with
ongoing challenges in the operating environment expected to
continue to pressure banks over the next 12--18 months, Moody's
Investors Service says in its new "Banking System Outlook: United
States of America."

"Our negative outlook for the US banking system reflects a
challenging domestic operating environment, with prolonged low
interest rates, high unemployment, weak economic growth and fiscal
policy uncertainties," says Senior Vice President Sean Jones.
"Additionally, the threat of contagion stemming from the European
sovereign debt crisis undermines economic recovery in the US and
exposes banks to a heightened risk of shocks."

Macroeconomic challenges trump the fact that Moody's rating
outlooks on most US banks have changed to stable from negative in
the past two and a half years, with the common driver being banks'
improved ability to handle risks due to their larger capital and
liquidity buffers. In addition, since 2010 most banks have
returned to profitability.

But US banks remain in recovery mode, which is prone to reversal
if the economy takes a turn for the worse. Nonperforming asset
levels are still high, and legacy issues from the financial crisis
will take years to resolve, with the latter ranging from the
rundown of 'non-core' assets to litigation issues and mortgage
repurchase demands, says Moody's. Further, many banks still have
significant asset concentrations.


* Moody's Maintains Stable Outlook on Global Reinsurance Sector
---------------------------------------------------------------
The outlook for the global reinsurance industry remains stable,
says Moody's Investor Services in a new Industry Outlook published
on Sept. 4. The stable outlook expresses Moody's expectations for
the fundamental credit conditions in the industry over the next 12
to 18 months. The outlook factors in the industry's resilience as
well as improvements in underwriting and risk management,
augmented by a possible pickup in demand due to tougher, impending
regulations and rate hardening in some primary insurance markets.

The new report, "Global Reinsurance Outlook", is now available on
www.moodys.com. Moody's subscribers can access this report via the
link provided at the end of this press release.

"Reinsurers have already emerged from the second worst year for
insured disaster losses with more capital than they had at the
start of 2011," said Kevin Lee, senior credit officer at Moody's.
They also emerged with tighter underwriting and better risk
management. At the same time, long-awaited hardening in some
primary insurance lines is laying the foundation for reinsurance
rate stability. However, Moody's notes that a large disaster,
faltering primary rates or worsening of the global economy could
place downward pressure on the industry's stability.

Over time, a key challenge for the industry is competitive
convergence, which is making it harder for reinsurers to create
distinct strategies. Dwindling prospects in casualty and life
reinsurance and low interest rates are steering reinsurers and new
capital toward catastrophe (cat) risk. Meanwhile, the ongoing
shift from direct distribution to broker intermediation is making
it easier for new entrants to compete.

Cyclical and secular factors are also driving a new wave of
capital into reinsurance and cat risk. Despite ample capacity in
the industry, around $6 billion of new capital in various formats
has entered the sector since 2011, raising the amount of
alternative capital in the industry to $34 billion. Overall,
Moody's finds this new capital to be credit negative for incumbent
reinsurers, particularly when the industry has adequate capital as
it does today, as excess capital tends to drive down revenues and
margins.

On the upside, this new capital shows investors are still
interested in reinsurance even though they may not be interested
in reinsurance stocks, which for the most part have traded below
book value for nearly four years. In a stress scenario, new
capital, no matter what form it takes, can be a saving grace for
wounded reinsurers. Reinsurers who find it hard to recapitalise in
equity markets may still be able to find partners for sidecars,
which will allow them to keep writing business and maintain a
franchise.


* Circuits Split Again on Length of Chapter 13 Plans
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco, in a 2-1
decision, added emphasis to a previously existing split among
appeals courts on the question of whether a bankrupt in
Chapter 13 with no "projected disposable income" can propose a
plan shorter than the five-year "applicable commitment period"
stated in Section 1325(d) of the U.S. Bankruptcy Code.

According to the report, in a 2008 case called Maney v.
Kagenveama, the Ninth Circuit in San Francisco ruled that a
shorter plan duration was permissible.  On another issue in the
same opinion, the Ninth Circuit ruled that the calculation of
projected disposable income was an immutable function of the
bankrupt's prebankruptcy income.  The U.S. Supreme Court decided a
case in June 2008 called Hamilton v. Lanning which ruled against
Kagenveama on the second issue regarding the calculation of
projected disposable income.

The report relates that Hamilton v. Lanning cast doubt about
whether the other holding in Kagenveama, about the length of a
plan, remained good law in the Ninth Circuit.  The question left
open in Kagenveama returned to the Ninth Circuit in a case that
was argued in May and decided on Aug. 31.  In a 2-1 decision, U.S.
District Judge Edward M. Chen, sitting by designation on the
appeals court, concluded that Hamilton is not "clearly
irreconcilable" with Kagenveama and thus wasn't "implicitly
overruled" by the Supreme Court on the issue of how long a plan
must remain open.

The report notes that Judge Chen said in his 33-page opinion that
Hamilton v. Lanning didn't consider the question of "applicable
commitment period," thus not undercutting Kagenveama.  He also
reasoned that the rationale of Kagenveama on the duration of a
plan is consistent with Hamilton v. Lanning.  Judge Chen therefore
ruled that a bankruptcy court erred in requiring a plan to remain
open for five years even for a bankrupt with no projected
disposable income.  The bankruptcy court believed, incorrectly in
Judge Chen's opinion, that Kagenveama had been overruled by the
Supreme Court in all respects.

The Bloomberg report discloses that Circuit Judge Susan Graber
dissented in a four-page opinion.  She believes Kagenveama is
irreconcilable with Hamilton v. Lanning.  Two other circuit courts
in cases called Tennyson and Baud considered the same issue
regarding the duration of plan.  They both reached the opposite
result, ruling that a plan must stay alive five years.  The
bankrupt in the Baud case sought review in the U.S. Supreme Court,
contending there was a split of circuits that the high court
should resolve.  The Supreme Court declined to hear the case in
January.

The case is Danielson v. Flores (In re Flores), 11-55452, 9th U.S.
Circuit Court of Appeals (San Francisco).


* Ex-Kirkland Partner Will Try to Whittle Tax Fraud Case
--------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a former
Kirkland & Ellis LLP bankruptcy partner accused of tax fraud will
push to have a count against him thrown out, his attorney said
Tuesday.

Theodore L. Freeman is negotiating with the government to have one
of the four counts of filing false tax returns that he faces
dismissed for being too old under the statute of limitations, his
attorney, Paul Shechtman of Zuckerman Spaeder LLP, said at a
hearing before U.S. District Judge Deborah Batts, Bankruptcy
Law360 relates.


* Chadbourne's J. Wasserman Joins Herrick Feinstein
---------------------------------------------------
Herrick, Feinstein LLP disclosed that Jeffrey I. Wasserman has
joined the firm's Newark office as a Partner in the Litigation
Department. Mr. Wasserman comes to Herrick from Chadbourne & Parke
LLP where he was a Partner.

"Jeff brings extensive experience in cross-border disputes and
complex matters to our highly regarded and continually expanding
litigation department of more than 80 attorneys," said Ronald
Levine, Co-Chairman of Herrick's Litigation Department.

"Herrick's senior litigation partners are leaders in their fields
who have exceptional credentials and relationships with premier
clients across the country and globally, which makes it an
excellent fit for someone with my background.  I am looking
forward to working with this talented group of attorneys," said
Mr. Wasserman.

Mr. Wasserman specializes in handling complex commercial
litigation and is experienced with issues relating to cross-border
disputes, including the recognition and enforcement of foreign
judgments, personal and subject matter jurisdiction, cross-border
bankruptcies, international discovery and asset-freezing
injunctions.  He has extensive experience in state and federal
courts, as well as in arbitrations before the Financial Industry
Regulatory Authority and the American Arbitration Association. Mr.
Wasserman is a member of the Federal Bar Council, the American Bar
Association, the New York State Bar Association and the
Association of the Bar of the City of New York.  He received his
J.D. from Fordham University School of Law.

Founded in 1928, Herrick, Feinstein LLP is a prominent 165-lawyer
firm headquartered in New York City providing a full range of
legal services, including art law, bankruptcy and business
reorganization, commercial litigation, corporate law, employment
law, government relations, insurance, intellectual property, real
estate, sports law, and tax and personal planning.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re All About Catering, LLC
   Bankr. D. Ariz. Case No. 12-18990
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/azb12-18990.pdf
         represented by: Christopher S. Short, Esq.
                         JOSEPH W. CHARLES, P.C.
                         E-mail: lawoffice@joecharles.com

In re Miguel Tapia
   Bankr. C.D. Calif. Case No. 12-38942
      Chapter 11 Petition filed August 24, 2012

In re Masoud Shalchi
   Bankr. C.D. Calif. Case No. 12-39009
      Chapter 11 Petition filed August 24, 2012

In re Drew Snyder
   Bankr. C.D. Calif. Case No. 12-39009
      Chapter 11 Petition filed August 24, 2012

In re Cilantro Fresh Mexican Grill, LLC
   Bankr. C.D. Calif. Case No. 12-39045
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/cacb12-39045.pdf
         represented by: Vakhe Khodzhayan, Esq.
                         KG LAW
                         E-mail: vahe@lawyer.com

In re MAM Restaurant Group, Inc.
        dba Little Caesar?s Pizza
   Bankr. S.D. Calif. Case No. 12-11710
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/casb12-11710.pdf
         represented by: Diane H. Gibson, Esq.
                         LAW OFFICES OF DIANE GIBSON
                         E-mail: dgibsonlaw@gmail.com


In re 87 South Main Street Unit One, LLC
   Bankr. D. Conn. Case No. 12-51582
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/ctb12-51582.pdf
         Filed Pro Se

In re GAP-2908, LLC
   Bankr. N.D Ga. Case No. 12-22959
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/ganb12-22959.pdf
         represented by: Robert M. Gardner, Jr., Esq.
                         HICKS, MASSEY & GARDNER LLP
                         E-mail: hmgbankruptcy@yahoo.com
   In re GAP-3515, LLC
      Bankr. N.D. Ga. Case No. 12-22960
        Chapter 11 Petition filed August 24, 2012
            See http://bankrupt.com/misc/ganb12-22960.pdf
            represented by: Robert M. Gardner, Jr., Esq.
                            HICKS, MASSEY & GARDNER LLP
                            E-mail: hmgbankruptcy@yahoo.com

   In re GAP-2335, LLC
      Bankr. N.D Ga. Case No. 12-22961

   In re GAP-2321, LLC
      Bankr. N.D Ga. Case No. 12-22962

   In re GAP-3527, LLC
      Bankr. N.D Ga. Case No. 12-22963

In re Tiny Tot School of St. Louis, Inc.
   Bankr. E.D. Mo. Case No. 12-48298
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/moeb12-48298.pdf
         represented by: Neil Weintraub, Esq.
                         LAW OFFICE OF NEIL WEINTRAUB
                         E-mail: weintraublaw@sbcglobal.net

In re Winkler Veterinary Clinic, P.C.
        dba Suffolk Veterinary Group
   Bankr. E.D.N.Y. Case No. 12-75193
     Chapter 11 Petition filed August 24, 2012
         See http://bankrupt.com/misc/nyeb12-75193.pdf
         represented by: Kenneth A. Reynolds, Esq.
                         MCBREEN & KOPKO
                         E-mail: kreynolds@mklawnyc.com

In re Edward Schiller
   Bankr. W.D.N.Y. Case No. 12-12664
      Chapter 11 Petition filed August 24, 2012

In re Mark Hawkins
   Bankr. W.D. Pa. Case No. 12-24204
      Chapter 11 Petition filed August 24, 2012

In re Mursalata Muhammad
   Bankr. W.D. Wis. Case No. 12-07731
      Chapter 11 Petition filed August 24, 2012

In re Willie Smith
   Bankr. W.D. Wis. Case No. 12-07731
      Chapter 11 Petition filed August 24, 2012
In re Danilo Labid
   Bankr. C.D. Calif. Case No. 12-20156
      Chapter 11 Petition filed August 26, 2012

In re Visser Farms
   Bankr. E.D. Calif. Case No. 12-17336
     Chapter 11 Petition filed August 26, 2012
         See http://bankrupt.com/misc/caeb12-17336.pdf
         represented by: Hagop T. Bedoyan, Esq.
                         KLEIN, DENATALE, GOLDNER, ET AL.
                         E-mail: hbedoyan@kleinlaw.com

In re Subway #43334 LLC
   Bankr. S.D. Fla. Case No. 12-30345
     Chapter 11 Petition filed August 26, 2012
         See http://bankrupt.com/misc/flsb12-30345p.pdf
         See http://bankrupt.com/misc/flsb12-30345c.pdf
         represented by: Kishasha B. Sharp, Esq.
                         K.B. SHARP, P.A.
                         E-mail: kbsharppa@gmail.com

In re Thomas A. Pizza
   Bankr. D. Md. Case No. 12-25632
     Chapter 11 Petition filed August 26, 2012
         See http://bankrupt.com/misc/mdb12-25632.pdf
         represented by: John C. Gordon, Esq.
                         E-mail: johngordon@me.com

In re Pizza Bros., Inc. T/A Angelo's Carry Out
   Bankr. D. Md. Case No. 12-25633
     Chapter 11 Petition filed August 26, 2012
         See http://bankrupt.com/misc/mdb12-25633.pdf
         represented by: John C. Gordon, Esq.
                         E-mail: johngordon@me.com
In re Felipe Tovar
   Bankr. C.D. Calif. Case No. 12-17712
      Chapter 11 Petition filed August 28, 2012

In re Luis Quintero
   Bankr. C.D. Calif. Case No. 12-29959
      Chapter 11 Petition filed August 28, 2012

In re KGM, Inc.
   Bankr. C.D. Calif. Case No. 12-39374
     Chapter 11 Petition filed August 28, 2012
         See http://bankrupt.com/misc/cacb12-39374.pdf
         represented by: Brandon J. Anand, Esq.
                         ANAND & ASSOCIATES
                         E-mail: brandon_anand@anandlaw.com

In re CJG Ventures, LLC
   Bankr. C.D. Calif. Case No. 12-56361
     Chapter 11 Petition filed August 28, 2012
         See http://bankrupt.com/misc/canb12-56361.pdf
         Filed Pro Se

In re Michael Lang
   Bankr. M.D. Fla. Case No. 12-13112
      Chapter 11 Petition filed August 28, 2012

In re Ronald Grason
   Bankr. C.D. Ill. Case No. 12-71919
      Chapter 11 Petition filed August 28, 2012

In re Syed Shah
   Bankr. N.D. Ill. Case No. 12-33995
      Chapter 11 Petition filed August 28, 2012

In re 6754 S. Cornell, Inc.
   Bankr. N.D. Ill. Case No. 12-33992
     Chapter 11 Petition filed August 28, 2012
         See http://bankrupt.com/misc/ilnb12-33992.pdf
         represented by: Andrew J. Maxwell, Esq.
                         MAXWELL LAW GROUP, LLC
                         E-mail: maxwelllawchicago@yahoo.com

In re Charles Shafer
   Bankr. S.D. Miss.Case No. 12-51823
      Chapter 11 Petition filed August 28, 2012

In re Karen Lombardo
   Bankr. D. Nev. Case No. 12-19937
      Chapter 11 Petition filed August 28, 2012

In re Jack Pickel
   Bankr. D. N.M. Case No. 12-13262
      Chapter 11 Petition filed August 28, 2012

In re Brannon Rasberry & Associates, Inc.
        aka Rasberry & Associates, Inc.
   Bankr. W.D. Tex. Case No. 12-31617
     Chapter 11 Petition filed August 28, 2012
         See http://bankrupt.com/misc/txwb12-31617.pdf
         represented by: Carlos A. Miranda, III, Esq.
                         CARLOS A. MIRANDA, III & ASSOCIATES P.C
                         E-mail: cmiranda@mirandafirm.com

In re Rack & Pinion Manufacturing, Inc.
   Bankr. W.D. Tex. Case No. 12-60913
     Chapter 11 Petition filed August 28, 2012
         See http://bankrupt.com/misc/txwb12-60913.pdf
         represented by: Frank D. Thomas, Jr., Esq.
                         WASH & THOMAS
                         E-mail: fthomas@washthomas.com

In re Rosendo Jaime
   Bankr. E.D. Calif. Case No. 12-17411
      Chapter 11 Petition filed August 29, 2012

In re Robert McLennan
   Bankr. N.D. Calif. Case No. 12-32512
      Chapter 11 Petition filed August 29, 2012

In re JP Developers LLC
   Bankr. S.D. Fla. Case No. 12-30533
     Chapter 11 Petition filed August 29, 2012
         See http://bankrupt.com/misc/flsb12-30533.pdf
         Filed pro se

In re Steel Land LLC
   Bankr. S.D. Fla. Case No. 12-30594
     Chapter 11 Petition filed August 29, 2012
         See http://bankrupt.com/misc/flsb12-30594.pdf
         represented by: Carlos L. De Zayas, Esq.
                         E-mail: cdz@lydeckerlaw.com

In re Village Park Center Investors LLC
   Bankr. S.D. Fla. Case No. 12-30527
     Chapter 11 Petition filed August 29, 2012
         See http://bankrupt.com/misc/flsb12-30527.pdf
         Filed pro se

In re Weimar Brocenschi
   Bankr. D. Mass. Case No. 12-17129
      Chapter 11 Petition filed August 29, 2012

In re Herbert Hill
   Bankr. E.D. Mich. Case No. 12-59861
      Chapter 11 Petition filed August 29, 2012

In re Western Mohegan Tribe and Nation of New York
   Bankr. N.D.N.Y. Case No. 12-12252
     Chapter 11 Petition filed August 29, 2012
         See http://bankrupt.com/misc/nynb12-12252.pdf
         Filed pro se



In re Housing Renaissance Associates, LLC
   Bankr. C.D. Calif. Case No. 12-39797
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/cacb12-39797.pdf
         represented by: Mark S. Adams, Esq.
                         California Receivership Group
                         E-mail: madams@calreceivers.com

In re Joseph Geoula
   Bankr. C.D. Calif. Case No. 12-17882
      Chapter 11 Petition filed August 31, 2012

In re South Loop 2656 LLC
   Bankr. C.D. Calif. Case No. 12-20466
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/cacb12-20466.pdf
         represented by: Stuart J. Wald, Esq.
                         Law Offices of Stuart J. Wald
                         E-mail: stuart.wald@gmail.com

In re The Hollywood Way Trust u/t/d 08/28/12
   Bankr. C.D. Calif. Case No. 12-39779
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/cacb12-39779.pdf
         represented by: Timothy P. Peabody, Esq.
                         Law Office of Timothy P Peabody
                         E-mail: peabodylaw@aol.com

In re Robert Brunst
   Bankr. S.D. Calif. Case No. 12-11997
      Chapter 11 Petition filed August 31, 2012

In re Falkirk
   Bankr. D. Conn. Case No. 12-31987
      Chapter 11 Petition filed August 31, 2012

In re Lisa Farriss
   Bankr. D. Conn. Case No. 12-51617
      Chapter 11 Petition filed August 31, 2012

In re William Farriss
   Bankr. D. Conn. Case No. 12-51617
      Chapter 11 Petition filed August 31, 2012

In re United Distribution, Inc.
   Bankr. D. Del. Case No. 12-12501
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/deb12-12501p.pdf
         See http://bankrupt.com/misc/deb12-12501c.pdf
         represented by: Adam Hiller, Esq.
                         Brian L. Arban, Esq.
                         Hiller & Arban, LLC
                         E-mail: ahiller@hillerarban.com
                                 barban@hillerarban.com

In re Raymond Navarro
   Bankr. S.D. Fla. Case No. 12-31034
      Chapter 11 Petition filed August 31, 2012

In re PEG Enterprises, Inc.
   Bankr. M.D. Ga. Case No. 12-52460
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/gamb12-52460p.pdf
         See http://bankrupt.com/misc/gamb12-52460c.pdf
         represented by: Calvin L. Jackson, Esq.
                         E-mail: cljpc@mgacoxmail.com

In re Ronald Howell
   Bankr. M.D. Ga. Case No. 12-52473
      Chapter 11 Petition filed August 31, 2012

In re BJS Management Corp.
   Bankr. N.D. Ga. Case No. 12-71760
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/ganb12-71760.pdf
         represented by: Leslie M. Pineyro, Esq.
                         Jones and Walden, LLC
                         E-mail: lpineyro@joneswalden.com

In re NKN Enterprises, LLC
   Bankr. N.D. Ga. Case No. 12-71847
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/ganb12-71847.pdf
         represented by: Gregory D. Coleman, Esq.
                         Burroughs Johnson Hopewell Coleman, LLC
                         E-mail: gregorycoleman@bjhlawyers.com

In re Tucker Auto Electric & Accessories, Inc.
   Bankr. N.D. Ga. Case No. 12-71734
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/ganb12-71734p.pdf
         See http://bankrupt.com/misc/ganb12-71734c.pdf
         represented by: John A. Moore, Esq.
                         The Moore Law Group, LLC
                         E-mail: jmoore@moorelawllc.com

In re P.C.P.S.Corporation
        dba Knight's Inn
          dba Rest Inn and Suites
   Bankr. S.D. Miss. Case No. 12-51838
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/mssb12-51838p.pdf
         See http://bankrupt.com/misc/mssb12-51838c.pdf
         represented by: David L. Lord, Esq.
                         David L. Lord and Associates,P.A.
                         E-mail: lordlawfirm@bellsouth.net

In re Neta Hathaway
   Bankr. D. Nev. Case No. 12-52067
      Chapter 11 Petition filed August 31, 2012

In re Richard Joseph
   Bankr. D. Nev. Case No. 12-52073
      Chapter 11 Petition filed August 31, 2012

In re Mobile Expansion Group of Ditmars Inc.
   Bankr. E.D.N.Y. Case No. 12-46362
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/nyeb12-46362.pdf
         Filed pro se

In re Soho Billiard Sports Center, Inc.
   Bankr. S.D.N.Y. Case No. 12-13732
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/nysb12-13732.pdf
         represented by: Dan Shaked, Esq.
                         Shaked & Posner
                         E-mail: dan@shakedandposner.com

In re Donald Moisan
   Bankr. D. Ore. Case No. 12-63877
      Chapter 11 Petition filed August 31, 2012

In re AHI Services, Inc.
   Bankr. N.D. Tex. Case No. 12-35617
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/txnb12-35617.pdf
         represented by: Hirtzan Joseph Acosta, Esq.
                         Looper Reed & McGraw P.C.
                         E-mail: jacosta@lrmlaw.com

In re John Harper
   Bankr. N.D. Tex. Case No. 12-35608
      Chapter 11 Petition filed August 31, 2012

In re Carol Thomas
   Bankr. S.D. Tex. Case No. 12-36525
      Chapter 11 Petition filed August 31, 2012

In re Houston Colombian Protection, LLC
   Bankr. S.D. Tex. Case No. 12-36450
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/txsb12-36450.pdf
         represented by: Helene Thaissa Bergman, Esq.
                         E-mail: Bergmanlawfirm@sbcglobal.net

In re Michael Flores
   Bankr. S.D. Tex. Case No. 12-70522
      Chapter 11 Petition filed August 31, 2012

In re Paayal, Inc.
   Bankr. W.D. Tex. Case No. 12-31665
     Chapter 11 Petition filed August 31, 2012
         See http://bankrupt.com/misc/txwb12-31665p.pdf
         See http://bankrupt.com/misc/txwb12-31665c.pdf
         represented by: Sidney J. Diamond, Esq.
                         Diamond Law
                         E-mail: usbc@sidneydiamond.com
In re Orlando Tolbert
   Bankr. N.D. Calif. Case No. 12-32562
      Chapter 11 Petition filed September 3, 2012

In re Samuel Elias
   Bankr. N.D. Ga. Case No. 12-72149
      Chapter 11 Petition filed September 3, 2012

In re Storey Johnson Enterprises, Inc.
   Bankr. N.D. Ga. Case No. 12-72143
     Chapter 11 Petition filed September 3, 2012
         See http://bankrupt.com/misc/ganb12-72143.pdf
         represented by: Harold L. Johnson, Esq.
                         The Law Office of Harold L. Johnson, LLC
                         E-mail: hjohnson@lawohj.com

In re Allison King
   Bankr. D.N.J. Case No. 12-31842
      Chapter 11 Petition filed September 3, 2012

In re TAS of GH, LLC
        dba Tilton's Automotive Service
   Bankr. S.D. Ohio Case No. 12-57643
     Chapter 11 Petition filed September 3, 2012
         See http://bankrupt.com/misc/ohsb12-57643.pdf
         represented by: Richard K. Stovall, Esq.
                         Allen Kuehnle Stovall & Neuman LLP
                         E-mail: stovall@aksnlaw.com

In re Metro/Arterburn Holdings 1, L.P.
   Bankr. N.D. Tex. Case No. 12-35793
     Chapter 11 Petition filed September 3, 2012
         See http://bankrupt.com/misc/txnb12-35793.pdf
         represented by: Mohammad S. Khaleel, Esq.
                         Law Office of Sajeel S. Khaleel
                         E-mail: skhaleel@khaleellaw.com

In re Rohit Oberoi
   Bankr. N.D. Tex. Case No. 12-44962
      Chapter 11 Petition filed September 3, 2012

In re Sheryl Overbeck
   Bankr. N.D. Tex. Case No. 12-35750
      Chapter 11 Petition filed September 3, 2012

In re South Texas Housing Development Corp
        aka McLoyd Holdings
   Bankr. S.D. Tex. Case No. 12-10484
     Chapter 11 Petition filed September 3, 2012
         See http://bankrupt.com/misc/txsb12-10484.pdf
         represented by: Christopher Lee Phillippe, Esq.
                         E-mail:
                         clphillippe@cameroncountylawyer.com

In re Charles Pruitt
   Bankr. W.D. Tex. Case No. 12-60953
      Chapter 11 Petition filed September 3, 2012

In re Kerri Pruitt
   Bankr. W.D. Tex. Case No. 12-60953
      Chapter 11 Petition filed September 3, 2012



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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