TCR_Public/120907.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, September 7, 2012, Vol. 16, No. 249

                            Headlines

5TH AVENUE PARTNERS: Hiring Thomson Reuters as Tax Consultant
A GEORGIA: Case Summary & 5 Unsecured Creditors
ADAMS PRODUCE: Agrees to Split BP Settlement Fund With PNC
ALFREDO GONZALEZ: Case Summary & 9 Unsecured Creditors
AMERICAN AIRLINES: Exchanging Confidential Info With US Airways

AMERICAN AIRLINES: Allowed to Impose Concessions on Pilots
AMERICAN AIRLINES: Proposes to Pay Fees of Ad Hoc Creditors Group
AMERICAN AIRLINES: Intends to Renew Chartis Insurance Programs
AMERICAN AIRLINES: M&T Wants Protocol for Guaranty Claims
AMERICAN AXLE: JPM Financing Hiked by $116 Million

AMERICAN AXLE: Prices $550-Mil. of Sr. Notes Due 2022 at 100%
ARCAPITA BANK: Bar Date Extended to Sept. 17 for Certain Claimants
AVON GROVE: S&P Ups Rating on Series 2007 Revenue Bonds From 'BB+'
AXION INTERNATIONAL: Allen Kronstadt Owns 27.2% Equity Stake
AXION INTERNATIONAL: Samuel Rose Discloses 31.7% Equity Stake

AXION INTERNATIONAL: MLTM Lending Discloses 21.8% Equity Stake
AXION INTERNATIONAL: TM Investments Discloses 8.8% Equity Stake
BENADA ALUMINUM: To Sell Aluminum Extruder for $2.9 Million
BERJAC OF OREGON: Case Summary & 20 Largest Unsecured Creditors
BODIN CONCRETE: Case Summary & 20 Largest Unsecured Creditors

BROOKFIELD OFFICE: S&P Rates C$200MM Preferred Shares 'BB+'
CABANA EQUITIES: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Fitch Affirms 'CCC' Issuer Default Rating
CALIFORNIA: Bid to End Federal Control Inmate Healthcare Denied
CAMBIUM LEARNING: S&P Cuts CCR to 'CCC' on Weak Credit Metrics

CARRIZO OIL: Moody's Rates $250-Mil. Senior Unsecured Notes 'B3'
CARRIZO OIL: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
CASTAIC PARTNERS: Sec. 341 Creditors' Meeting Set on Sept. 10
CASTLEVIEW LLC: Taps Allen & Vellone as Special Counsel
CASTLEVIEW LLC: Court to Hold Dec. 3 Hearing on Dismissal Motion

CASTLEVIEW LLC: Taps M. Loewenstein to Testify in Dismissal Motion
CASTLEVIEW LLC: Taps M. Kane and Wildrose Appraisal as Appraisers
CATALENT PHARMA: Moody's Rates New Sr. Unsecured Notes 'Caa1'
CELL THERAPEUTICS: Shareholders Elect Three Members to Board
CHRISTIAN BROTHERS: Plan Exclusivity Period Extended to Dec. 24

CHRISTIAN BROTHERS: Sex Abuse Cases Moved to SDNY Bankruptcy Court
CHRISTIAN BROTHERS: Committee to Hire BRG as Financial Advisor
CHRISTIAN BROTHERS: Committee to Hire Dr. Conte as Abuse Expert
CHRISTIAN BROTHERS: Committee Wants to Employ Kubasiak as Counsel
CHRISTIAN BROTHERS: Committee Taps Retired Judge for Valuation

CHRISTIAN BROTHERS: Committee Can Hire Canadian Counsel
CITY OF ANGEL: Case Summary & 14 Unsecured Creditors
CLAIRE'S STORES: Moody's Reviews 'Caa2' CFR/PDR for Upgrade
CNO FINANCIAL: Moody's Assigns 'Ba3' Senior Secured Debt Ratings
CNO FINANCIAL: S&P Gives 'B+' Rating on $250MM Sr. Secured Notes

CNO FINANCIAL: Recapitalization Plan Cues Fitch to Affirm Ratings
DEWEY & LEBOEUF: 2 Manhattan Judges Disagree on Recovery of Fees
DIGICEL GROUP: Fitch Rates Proposed $700-Mil. Notes 'B-/RR5'
DJO FINANCE: Moody's Lowers Corp. Family Rating to 'B3'
DYNEGY HOLDINGS: Court Confirms Plan of Reorganization

EPICEPT CORP: Myrexis Terminates License and Collaboration Pact
FLETCHER INTERNATIONAL: Judge Orders Ch. 11 Trustee Appointment
GAMETECH INTERNATIONAL: U.S. Trustee Appoints 3-Member Committee
GAMETECH INTERNATIONAL: Panel Taps Klehr Harrison as Counsel
GAMETECH INT'L: Committee Says DIP Loans Should Allow Plan

GARMAN PROPERTIES: Case Summary & 17 Unsecured Creditors
GENIE ENERGY: Extends Exchange Offer & Waiver of Minimum Condition
HANNA HEIGHTS: Voluntary Chapter 11 Case Summary
HD SUPPLY: Incurs $56 Million Net Loss in Second Quarter
HECKMANN CORP: Moody's Reviews 'B3' Corp Family Rating for Upgrade

HIGH PLAINS: Incurs $23.3 Million Net Loss in Second Quarter
HILAND PARTNERS: Moody's Assigns 'B1' Corp. Family Rating
HUB INT'L: Moody's Rates $730MM Senior Unsecured Notes 'Caa2'
HW HEARTLAND: Case Summary & 9 Largest Unsecured Creditors
IKARIA ACQUISITION: Moody's Assigns 'B1' Corp. Family Rating

IKARIA INC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
INTERVAL LEISURE: S&P Withdraws 'BB+' CCR After Notes Redemption
JOURNAL REGISTER: Returns to Ch. 11 to Sell Business to Alden
JOURNAL REGISTER: Case Summary & 50 Largest Unsecured Creditors
KAWISH LLC: Voluntary Chapter 11 Case Summary

LINWOOD FURNITURE: Court Converts Case to Chapter 7
M/I HOMES: Fitch Rates Proposed $50MM Subordinate Notes 'CCC'
M/I HOMES: Moody's Rates $50-Mil. Sr. Subordinated Notes 'Caa2'
M/I HOMES: S&P Rates $50MM Convertible Sr. Notes 'CCC'
MARITIME COMMUNICATIONS: Choctaw, CTI Have Offers to Buy Assets

MDC PARTNERS: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
MF GLOBAL: Trustee Can Attach His Claims to Civil Lawsuits
MIDSTATES PETROLEUM: Moody's Assigns 'B3' Corp. Family Rating
NEWPAGE CORP: Verso Paper Axes Deal to Acquire Assets
NO APPLES: Case Summary & 4 Unsecured Creditors

NUVEEN INVESTMENTS: Moody's Assigns 'Caa2' Rating New Sr. Notes
NUVEEN INVESTMENTS: S&P Rates $1.145-Mil. Senior Notes 'CCC'
O&G LEASING: Debtor, FSB Attack & Defend Competing Plans
PEREGRINE FINANCIAL: Trustee Sticks by $20,000 Raise for Lawyer
PEREGRINE FINANCIAL: Trustee Mulls Lawsuits to Recover Funds

PEREGRINE FINANCIAL: Trustee Wins Judge Nod for GC Salary Boost
PHILADELPHIA ORCHESTRA: Court Confirms Bankruptcy-Exit Plan
PREFERRED PROPPANTS: S&P Puts 'B+' Corp. Credit Rating on Watch
QEP RESOURCES: Moody's Rates $600 Million Senior Notes 'Ba1'
S & P CONVEYORS: Voluntary Chapter 11 Case Summary

SALLY BEAUTY: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
SALLY HOLDINGS: Note Add-On Won't Impact Moody's 'Ba3' CFR
SANDS CASTLES: Voluntary Chapter 11 Case Summary
SANTA YSABEL: Indian-Owned Casino Tossed From Bankruptcy
SCC KYLE: Case Summary & 4 Largest Unsecured Creditors

SEQUENOM INC: Board Elects Additional Director
SGS INT'L: S&P Puts 'B+' Issuer Credit Rating on Watch Negative
SKY KING: Case Summary & 20 Largest Unsecured Creditors
SOLYNDRA LLC: Modifies Disclosures With Summary of Tax Losses
SOURCEGAS LLC: Fitch Affirms 'BB+' Issuer Default Rating

SOUTH EDGE: JPMorgan Gets Partial Win in $13MM Contract Suit
SP NEWSPRINT: Wins Judge OK to Sell Biz for $145MM
STANFORD INT'L: Receiver Aims to File Payment Plan This Fall
STARZ LLC: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
STOCKTON, CA: S&P Cuts Rating on 2 Pension Bond Series to 'D'

THELEN LLP: 2 Manhattan Judges Disagree on Recovery of Fees
THINKFILM LLC: Ex-Bergstein Attorney Escapes $50-Mil. Suit
TLG SPRINGCREEK: Case Summary & 15 Unsecured Creditors
UNITED DISTRIBUTION: Moody's Assigns 'B3' Corp. Family Rating
VADNAIS HEIGHTS, MINN: Moody's Cuts G.O. Debt Rating to 'Ba1'

VALEANT PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating
VERENIUM CORP: BP Ordered to Continue Services Until Oct. 2
VOLKSWAGEN-SPRINGFIELD: Sheehy Auto Takes Over VW Dealership
WASHINGTON MUTUAL: Reaches $26-Mil. Securities Settlement
WATER PARKS: Case Summary & 20 Largest Unsecured Creditors

WILLIAM CANNON: Case Summary & 2 Unsecured Creditors
WOODROW CLAYTON, JR.: Voluntary Chapter 11 Case Summary
YPSILANTI PUBLIC: Moody's Cuts Rating on G.O. Bonds to 'Ba3'

* Moody's Says US Supermarkets Fight to Retain Sales
* Moody's Maintains Stable Outlook for US Fixed-Line Telecoms

* Appeals Court Declines to Limit Dewsnup to Chapter 7

* Greenspoon Marder Taps Ex-Dewey CFO Joel Sanders

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********

5TH AVENUE PARTNERS: Hiring Thomson Reuters as Tax Consultant
-------------------------------------------------------------
5th Avenue Partners LLC seeks Court permission to employ Thomson
Reuters (Property Tax Services) Inc. as its property tax
consultant.

The Debtor requires the services of the Firm to render to the
Debtor the following types of professional services:

     A. Assist the Debtor with filing an annual appeal for each
        property for the open tax years and, as reasonably
        determined by the Firm, to protect the administrative
        rights of the Debtor;

     B. Review supplemental tax bills for second generation tenant
        improvements, new construction reporting and
        rehabilitation costs and, if warranted and directed by the
        Debtor, assist the Debtor in filing an appeal;

     C. Review the assessor's appraisal records to determine the
        accuracy and methodology used in assessing the value of
        each property;

     D. As reasonably determined by the Firm, conduct a site
        inspection, gather market information, and interview
        appropriate personnel;

     E. For selected property, complete a property tax valuation
        analysis as of the lien date, which will set forth the
        assessment issues;

     F. Upon completion of the property tax valuation analysis, if
        directed by the Debtor, to assist in the Debtor's meeting
        with representatives of the assessing jurisdictions to
        help the Debtor explain the positions taken or conclusions
        reached;

     G. If the assessing jurisdiction does not agree with the
        Debtor's suggested assessed value, if directed by the
        Debtor, assist the Debtor with the appeal to the
        appropriate assessment appeals board, to the extent
        permitted by law, regulations, rules and applicable
        professional standards; and

     H. Manage the formal appeal process by providing expert
        testimony, if appropriate

The amount of fees that the Firm seeks in consideration for
providing services related to the appeal of the Debtor's real
property assessments for the 2010 and 2011 tax years, or through
December 31, 2012, is 25% of any property tax savings and interest
received as a result of assessment reductions among property for
the 2010 and 2011 tax years or through December 31, 2012, but not
more than $25,000 per tax year.

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                     About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., at Winthrop Couchot PC, in Newport Beach,
California, serves as counsel to the Debtor.  Blitz Lee & Company
serves as its accountant.  Richard M. Kipperman was appointed as
chief restructuring officer.  The Company estimated assets at
$10 million to $50 million and debts at $50 million to
$100 million.  The Official Committee of Unsecured Creditors
tapped Baker & McKenzie LLP as counsel.


A GEORGIA: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: A Georgia Limited Partnership
        6640 Highway 52
        Gillsville, GA 30543

Bankruptcy Case No.: 12-23082

Chapter 11 Petition Date: August 31, 2012

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

Debtor's Counsel: John J. McManus, Esq.
                  JOHN J. MCMANUS & ASSOCIATES, P.C.
                  2167 Northlake Parkway, Suite 104
                  Tucker, GA 30084
                  Tel: (770) 492-1000
                  E-mail: jmcmanus@mcmanus-law.com

Scheduled Assets: $28,446,281

Scheduled Liabilities: $3,872,672

The petition was signed by Billy J. Craven, president of Craven
Management, Inc.

Debtor's List of Its Five Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Tillman, Bailey & Associates       Account                 $13,504
329 Pak Street, Suite 101
Gainesville, GA 30503

Richard S. Alembik, P.C.           Account                  $6,200
315 W. Ponce De Leon Avenue, Suite 250
Decatur, GA 30030

Stewart, Melvin & Frost            Account                  $4,000
P.O. Box 3280
Gainesville, GA 30503

Jackson County Tax                 2011 Property Tax        $2,178

Banks County Tax                   2011 Property Tax          $647


ADAMS PRODUCE: Agrees to Split BP Settlement Fund With PNC
----------------------------------------------------------
Adams Produce Company, LLC, and Adams Clinton Business Park, LLC,
ask the Bankruptcy Court for an order approving a settlement
reached between the Debtors and PNC Bank, National Association,
concerning the BP Settlement Fund.

On April 20, 2010, the Deepwater Horizon oil rig exploded in the
Gulf of Mexico, creating one of the largest oil spills in United
States history.  Soon after the BP Oil Spill, BP set up a recovery
fund.  On May, 3, 2012, shortly after the Petition Date, the
Debtors received a letter confirming that they would be receiving
an interim payment of $451,643.91 in connection with the claims
submitted for 2010 lost profits.

PNC, as prepetition lender, filed a motion for relief from the
automatic stay as to the Collateral and sought the rights to the
Interim Payment.  PNC asserts a security interest in the Interim
Payment as a general intangible under the Uniform Commercial Code
(UCC) to which its security interest attached prior to the
Petition Date.

The Debtors filed an objection to PNC's request, arguing that the
Interim Payment was collected by the Debtors on account of its
commercial tort claims, and under which PNC does not have a
security interest in.

The terms of the settlement are:

     A. The Debtors will receive the sum of $238,321.96 from the
        Interim Payment, of which $25,000 will be reserved for
        future fees and expenses incurred in preparing and filing
        additional claims against the BP Settlement Fund;

     B. PNC will receive the sum of $213,321.95 from the Interim
        Payment, and will be entitled to the first $12,500 out of
        the next payment(s) received arising out of or related to,
        or in connection with the BP Settlement Fund;

     C. All arguments of the Debtors and PNC are reserved with
        respect to any further recoveries from the BP Settlement
        Fund and nothing in this settlement will be deemed to be a
        determination of the extent (if any) of PNC's security
        interests and liens in any further recoveries by the
        Debtors or their estates arising out of, related to or in
        connection with the BP Settlement Fund.

                        About Adams Produce

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

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

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

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

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

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

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


ALFREDO GONZALEZ: Case Summary & 9 Unsecured Creditors
------------------------------------------------------
Debtor: Alfredo Gonzalez Vicente, Inc.
        Calle 1, Lote 11
        Zona Industrial
        Las Brisas
        San Juan, PR 00924

Bankruptcy Case No.: 12-06945

Chapter 11 Petition Date: August 31, 2012

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

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $969,917

Scheduled Liabilities: $2,527,753

A copy of the Company's list of its nine unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-06945.pdf

The petition was signed by Gladys Gonzalez de Armas, treasurer.


AMERICAN AIRLINES: Exchanging Confidential Info With US Airways
---------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, and US
Airways Group, Inc., said on Aug. 31 they have entered into a non-
disclosure agreement, under which the companies have agreed to
exchange certain confidential information and, in close
collaboration with AMR's Unsecured Creditors Committee, to work in
good faith to evaluate a potential combination.

The companies said they do not expect to provide any further
announcements regarding the status of any such discussions unless
and until the parties have entered into a transaction or
discussions between the parties have been terminated.

Furthermore, AMR and US Airways have each agreed while they are
evaluating a potential combination that they and their
representatives will not engage in discussions with other parties
concerning a potential combination of AMR and US Airways.  The
companies noted that there can be no assurance that a transaction
will result from these discussions.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Allowed to Impose Concessions on Pilots
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Sean Lane was loaded and ready
for bear when the pilots' union from American Airlines Inc.
appeared in court Sept. 4 urging him to reject the company's
attempt to impose $370 million in annual contract savings on
cockpit crews.  Alternatively, the union wanted Judge Lane to
recommence the lengthy trial process.

According to the report, after arguments from lawyers concluded,
Judge Lane ruled in favor of AMR Corp., the airline's parent.
Judge Lane read his lengthy opinion into the record, complete with
citations to case-law precedent.

The report relates that eight of AMR's nine unions voted to accept
the company's offer, which included 17% in contract concessions.
The pilots voted down that offer, forcing AMR to return to court
seeking 20% in concessions.  AMR had said it would take lower
concessions only in return for "labor peace."

The Bloomberg report discloses that by early Sept. 5, an order
formally allowing changes in the pilots' contract wasn't yet the
court docket.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes to Pay Fees of Ad Hoc Creditors Group
-----------------------------------------------------------------
AMR Corp. asks the U.S. Bankruptcy Court for the Southern District
of New York to authorize the payment of fees and work-related
expenses of professionals hired by a group of AMR creditors.

The group, which calls itself the ad hoc group of AMR creditors,
hired Milbank Tweed Hadley & McCloy LLP and Houlihan Lokey Howard
& Zukin in connection with its plan to participate in the
formulation of AMR's Chapter 11 plan.  The group is also
interested in providing equity financing to support the company's
business plan and consummation of its restructuring plan.

Milbank and Houlihan serve as the group's legal counsel and
financial adviser, respectively.

Under the terms of a letter agreement dated August 28, Houlihan
will get a monthly fee of $150,000 while Milbank will be paid at
its standard hourly rates.  The hourly rates range from $825 to
$1,140 for partners, $795 to $995 for counsel, $295 to $795 for
associates and senior attorneys, and $130 to $290 for legal
assistants.

AMR will also reimburse the firms for its work-related expenses,
according to the letter agreement.  A copy of the agreement is
available without charge at http://is.gd/iG6F6T

A court hearing is scheduled for September 20.  Objections are
due by September 13.

In an August 29 report by The Wall Street Journal, the news
agency said the equity financing currently under consideration is
between $1 billion and $2 billion.

The investor group includes hedge-fund managers Carlson Capital
LP, Claren Road Asset Management LLC, Pentwater Capital
Management LP and Litespeed Management LLC, as well as J.P.
Morgan Securities LLC, according to the report.

"It is not at all unusual for large debtholders to express an
interest in participating in the formulation of a plan of
reorganization and to potentially provide equity or other
financing as part of a plan," WSJ quoted AMR spokesman Sean
Collins as saying.

"These debtholders have a direct interest in ensuring that AMR
emerges as a healthy company.  It also is not uncommon for the
debtor to pay fees related to this effort," Mr. Collins said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Intends to Renew Chartis Insurance Programs
--------------------------------------------------------------
AMR Corp. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to renew its insurance
programs provided by Chartis Inc.

The insurance programs include a workers' compensation program,
which covers claims asserted by U.S.-based employees of American
Airlines Inc., AMR Eagle Holding Corp. and other AMR subsidiaries.
Chartis also provides general liability and auto liability
coverage.

AMR seeks the renewal of its workers' compensation program for
the period August 1, 2012 to July 31, 2013, and the two other
programs for the period December 1, 2012 to November 30, 2013.

"Without the insurance programs, [AMR] would be exposed and
uninsured against the workers' compensation, general liability,
and auto liability claims, a situation that would put estate
assets at risk," Stephen Karotkin, Esq., at Weil Gotshal & Manges
LLP, in New York, said in a court filing.

A court hearing is scheduled for September 20.  Objections are
due by September 13.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: M&T Wants Protocol for Guaranty Claims
---------------------------------------------------------
Manufacturers and Traders Trust Company, as indenture trustee,
and Marathon Asset Management, LP, on behalf of one or more
managed funds, ask the Court to approve preliminary procedures for
the adjudication of certain guaranty-related claims filed in
connection with special facilities revenue bond transactions
involving the Debtors.

M&T is the indenture trustee for nine series of special facilities
revenue bonds that were issued to finance the Debtors'
acquisition, construction, and improvement of airport facilities
located in Dallas/Fort Worth, Texas.  One or more funds and/or
accounts managed by Marathon hold three series of these bonds.
Claims in respect of facilities agreements and guaranties related
to these nine series of bonds have been asserted by the Indenture
Trustee, for the benefit of Marathon and other holders of these
bonds.

Based on informal discussions with the Debtors and the Official
Committee of Unsecured Creditors, Marathon and the Indenture
Trustee understand that the Debtors, and possibly the Committee,
plan to object to at least some of the guaranty-related claims
that have been asserted by the Indenture Trustee on the basis
that they are "duplicative" of the facilities agreement-related
claims that have also been asserted by the Indenture Trustee.
The Indenture Trustee and Marathon believe that other indenture
trustees and/or bondholders have also asserted, or have filed
claims that would form a basis for, facilities agreement claims
and guaranty claims in respect of other bonds issued in
connection with airport facilities used by the Debtors in cities
other than those in Dallas/Fort Worth.

The guaranty claims asserted by the Indenture Trustee and other
Affected Claimants could increase or decrease the face amount of
unsecured claims against the Debtors by hundreds of millions of
dollars.  Accordingly, the Indenture Trustee and Marathon believe
the adjudication of these claims is a necessary, substantial step
in resolving these Chapter 11 proceedings and, therefore, the
Indenture Trustee and Marathon believe that these claims should
be addressed in a timely and efficient manner.

The Indenture Trustee and Marathon propose these deadlines for
the adjudication of the guaranty claims:

     October 19, 2012 -- The Debtors and the Committee will file
                         their objections to the Guaranty Claims.

     October 26, 2012 -- Any other claimant, who believes its
                         claim raise similar legal or factual
                         issues to those raised in the objections
                         of the Debtors and the Committee, but
                         whose claim has not been identified by
                         the Debtors or the Committee as part of
                         the objection process, will file a
                         statement explaining why its claims
                         should be considered in tandem with the
                         objections to the Guaranty claims.

                         Likewise, any claimant whose claim has
                         been identified by the Debtors and the
                         Committee as raising similar legal or
                         factual issues to those raised in their
                         objection to the Guaranty Claims, but
                         who does not believe its claim raises
                         similar legal or factual issues, may
                         file a statement explaining why its
                         claim should not be considered in tandem
                         with the objections to the Guaranty
                         Claims.

   November 2, 2012   -- The Debtors, the Committee, and all
                         claimants who have been identified or
                         have self-identified to participate in
                         the process will agree on what claims
                         will be considered and will propose a
                         scheduling order to the Court.

   November 2, 2012   -- If the parties have not been able to
                         agree on what claims are included in the
                         objection process or on a proposed
                         scheduling order, then the Court will
                         hold a scheduling conference on or about
                         November 12-16, 2012, or as soon
                         thereafter as the Court's schedule
                         permits, to determine the claims to be
                         included and the schedule.

The Indenture Trustee is represented by:

         Kristin K. Going, Esq.
         Robert K. Malone, Esq.
         DRINKER BIDDLE & REATH LLP
         1177 Avenue of the Americas, 41st Floor
         New York, NY 10036-2714
         Tel: (212) 248-3140
         Fax: (212) 248-3141
         E-mail: Kristin.Going@dbr.com
                 Robert.Malone@dbr.com

Marathon is represented by:

         George W. Shuster, Jr., Esq.
         Philip D. Anker, Esq.
         WILMER CUTLER PICKERING HALE AND DORR LLP
         7 World Trade Center
         New York, NY 10007
         Tel: (212) 937-7232
         Fax: (212) 230-8888
         E-mail: george.shuster@wilmerhale.com
                 philip.anker@wilmerhale.com

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

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

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

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

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

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

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

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


AMERICAN AXLE: JPM Financing Hiked by $116 Million
--------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., amended and restated
the Credit Agreement dated as of Jan. 9, 2004, among the Company,
as guarantor, AAM, as borrower, JPMorgan Chase Bank, N.A., as
Administrative Agent, and J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith, Incorporated, as joint lead
arrangers and joint bookrunners.  The Revolving Credit Amendment
and Restatement Agreement dated as of Aug. 31, 2012, required the
satisfaction of certain conditions precedent.

The Amended and Restated Revolving Credit Agreement, among other
things, increased the aggregate commitments by approximately
$116 million and increased the commitments maturing on June 30,
2016, to $365 million.  The class D facility includes loans held
by lenders that agreed to extend or increase their respective
commitments and new lenders to the facility.  The Amended and
Restated Revolving Credit Agreement also includes a class C loan
facility of approximately $73 million, which matures on June 30,
2013.

Borrowings under the Amended Revolving Credit Facility bear
interest at rates based on adjusted LIBOR or an alternate base
rate, plus an applicable margin.  The applicable margin for the
class C and class D facilities remains the same.

Under the Amended Revolving Credit Facility, certain negative
covenants were revised to provide increased flexibility.  In the
event AAM achieves investment grade corporate credit ratings from
S&P and Moody's, AAM may elect to release all of the collateral
from the liens granted pursuant to the Collateral Agreement,
subject to notice requirements and other conditions.

The Amended Revolving Credit Facility is secured on a first
priority basis by all or substantially all of the assets of AAM
and each guarantor under the Collateral Agreement dated as of
Nov. 7, 2008, as amended and restated as of Dec. 18, 2009, and as
further amended on June 30, 2011, among AAM, the Company and its
domestic subsidiaries and JPMorgan Chase Bank, N.A., as collateral
agent for the lenders under the Amended and Restated Revolving
Credit Agreement and the secured noteholders under the Indenture
dated as of Dec. 18, 2009, among AAM, as issuer, the guarantors
and U.S. Bank National Association, as trustee.

A copy of the Amended and Restated Revolving Credit Agreement is
available for free at http://is.gd/ae2wtA

AAM was recently notified by the Pension Benefit Guaranty
Corporation that the PBGC has estimated an additional funding
requirement of $123.6 million for AAM's hourly pension plan
associated with the closure of the Detroit Manufacturing Complex.
AAM is currently evaluating various options to resolve this matter
with the PBGC, which will include making contributions to the Plan
in addition to the Company's statutory minimums.

Assuming the repurchase of 100% of the Company's outstanding 5.25%
Senior Notes due 2014 pursuant to the concurrent tender offer and
the partial redemption of the Company's 9.25% Senior Secured Notes
due 2017, the Company expects to incur approximately $20.4 million
of debt refinancing and redemption costs in the third quarter of
2012.  As a result of this charge as well as other operating costs
and charges incurred by the company, including those related to
the launch of new business and the impact of production downtime
taken by the Company's largest customer, the Company may report a
net loss for the three months ended Sept. 30, 2012.

Concurrently with this offering, the Company is conducting a
tender offer to purchase any and all of the Company's outstanding
5.25% Notes.  $250.0 million aggregate principal amount of the
Company's 5.25% Notes are outstanding.  The tender offer is
conditioned upon the completion of this offering, as well as other
conditions.

Following this offering, the Company intends to redeem $42.5
million aggregate principal amount of its 9.25% Notes pursuant to
the terms thereof.  As of June 30, 2012, $382.5 million of the
9.25% Notes remain outstanding.


                        About American Axle

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

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

                           *     *     *

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

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


AMERICAN AXLE: Prices $550-Mil. of Sr. Notes Due 2022 at 100%
-------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc.'s wholly-owned
subsidiary, American Axle & Manufacturing, Inc., has priced its
previously announced offering of $550 million in aggregate
principal amount of 6.625% senior notes due 2022 at an issue price
of 100% in a public offering, subject to customary closing
conditions.

The notes will be unconditionally guaranteed on a senior unsecured
basis by Holdings and certain of AAM's present and future domestic
subsidiaries.

AAM intends to use the net proceeds to fund the repurchase of any
and all of its outstanding 5.25% Senior Notes due 2014 in its
concurrent tender offer and consent solicitation, including the
payment of accrued interest and any applicable early tender
premium, to fund the partial redemption of its 9.25% Senior
Secured Notes due 2017 pursuant to the terms thereof and to fund
certain pension obligations and for other general corporate
purposes.

J.P. Morgan, BofA Merrill Lynch, Barclays, Citigroup and RBC
Capital Markets are joint book-running managers for the debt
offering.  When available, copies of the prospectus supplement and
the accompanying base prospectus for the offering can be obtained
from J.P. Morgan toll-free at (866) 803-9204.

On Sept. 4, 2012, AAM filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to its offering of
$550 million notes due Oct. 15, 2022.  A copy of the FWP is
available for free at http://is.gd/NuSM86

                        About American Axle

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

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

                           *     *     *

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

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


ARCAPITA BANK: Bar Date Extended to Sept. 17 for Certain Claimants
------------------------------------------------------------------
On Aug. 30, 2012, the U.S. Bankruptcy Court for the Southern
District of New York has extended, solely with respect to
Claimants HRH Prince Abdullah, Wadi Laban Investment, Limited, and
Sedco Capital Co., Agar International Holding Limited and any
subsidiaries or affiliates (in all cases in their capacities as
holders of claims arising from or relating to deposits with one or
more Debtors or investments with one or more members of the
Arcapita Group), the Bar Date for the filing of Proofs of Claim in
Arcapita Bank, B.S.C., and its affiliated Debtors' Chapter 11
cases, from Aug. 30, 2012, to Sept. 17, 2012, at 5:00 p.m.
(prevailing U.S. Eastern Time).

Any Proof of Claim filed by the Claimants before the Extended Bar
Date will be superseded in all respects by any Proof of Claim
filed subsequent to the Bar Date and on or before the Extended bar
Date, and will not prejudice Claimants in any way, the Court
ordered.

Attorneys at Jones Day, in New York, N.Y., represent the Claimants
as counsel.

                       About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita
that previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage
I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural
Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins
LLP as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition
to its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from
the Grand Court of the Cayman Islands with a view to facilitating
the Chapter 11 cases.  AIHL sought the appointment of Zolfo
Cooper as provisional liquidator.


AVON GROVE: S&P Ups Rating on Series 2007 Revenue Bonds From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating on
Chester County Industrial Development Authority, Pa.'s series 2007
revenue bonds, issued for the Avon Grove Charter School (AGCS) to
'BBB-' from 'BB+'. The bonds had $20.14 million outstanding as of
June 30, 2012.

"We raised the rating based on AGCS' consistently improving
financial position and strong demand since the school expanded and
relocated its facilities in 2009," said Standard & Poor's credit
analyst Sharon Gigante.

More specifically, the rating reflects Standard & Poor's
assessment of the school's:

-- Strong demand based on steady enrollment increases and a
    substantial waiting list that it updates annually;

-- Above-average academic performance since the school began
    operations according to data tracked by the state;

-- Good financial operations and improving maximum annual debt
    service coverage;

-- Limited additional facility needs based on the current school
    charter and no plans for additional debt; and

-- Strong relationship with the charter authorizer, the Avon
    Grove School District, as well as two successful charter
    renewals.

The preceding credit strengths are somewhat offset by:

-- Low liquidity levels; and

-- The inherent risk associated with charter schools, including
    the possibility for nonrenewal or revocation of the charter,
    which expires before the bonds mature.

"The stable outlook reflects Standard & Poor's expectation that
the school will continue to demonstrate good financial performance
and strong demand by maintaining healthy enrollment trends and a
large waiting list. A rating change, either positive or negative,
is not likely during the one- to two-year outlook horizon because
the school plans to build financial reserves and maintain
financial performance commensurate with the current rating," S&P
said.

The charter school is located west of Philadelphia and north of
Wilmington, Del., in Chester County, Pa.


AXION INTERNATIONAL: Allen Kronstadt Owns 27.2% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Allen Kronstadt disclosed that, as of Aug. 24, 2012,
he beneficially owns 9,444,283 shares of common stock of Axion
International Holdings, Inc., representing 27.2% of the shares
outstanding.

On Aug. 24, 2012, Mr. Kronstadt purchased one of the Company's
8.0% convertible promissory notes in the original principal amount
of $1,709,629 which is initially convertible into 4,274,075 shares
of Common Stock, and an associated warrant to purchase 4,274,075
shares of Common Stock, in each case subject to adjustment as
provided on the terms of the Note and associated warrant.

A copy of the filing is available for free at http://is.gd/eODGrD

                     About Axion International

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


AXION INTERNATIONAL: Samuel Rose Discloses 31.7% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Samuel G. Rose disclosed that, as of Aug. 24, 2012, he
beneficially owns 11,492,755 shares of common stock of Axion
International Holdings, Inc., representing 31.7% of the shares
outstanding.  Julie Walters disclosed beneficial ownership of
2,519,469 common shares as of August 24.

On Aug. 24, 2012, Rose purchased one of the Company's 8.0%
convertible promissory notes in the original principal amount of
$1,709,259 which is initially convertible into 4,273,150 shares of
Common Stock, and an associated warrant to purchase 4,273,150
shares of Common Stock, in each case subject to adjustment as
provided on the terms of the Note and associated warrant.

A copy of the filing is available for free at:

                        http://is.gd/YgLOWb

                     About Axion International

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


AXION INTERNATIONAL: MLTM Lending Discloses 21.8% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, MLTM Lending, LLC, disclosed that, as of Aug. 24,
2012, it beneficially owns 7,317,218 shares of common stock of
Axion International Holdings, Inc., representing 21.8% of the
shares outstanding.  ML Dynasty Trust beneficially owns 6,585,496
common shares as of August 24.  A copy of the Schedule 13D filing
is available at http://is.gd/BTcQBc

                     About Axion International

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


AXION INTERNATIONAL: TM Investments Discloses 8.8% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, TM Investments, LP, disclosed that, as of April 13,
2011, it beneficially owns 2,498,499 shares of common stock of
Axion International Holdings, Inc., representing 8.8% of the
shares outstanding.  CF Holdings, Inc., beneficially owns
216,120 common shares as of April 11, 2011.  A copy of the filing
is available for free at http://is.gd/gIAUa1

                     About Axion International

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

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

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

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


BENADA ALUMINUM: To Sell Aluminum Extruder for $2.9 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Benada Aluminum Products LLC from Sanford, Florida,
filed a petition for Chapter 11 reorganization on Aug. 1 and will
ask the bankruptcy court at a Sept. 25 hearing to sell an aluminum
extrusion machine.

According to the report, the company conducted an informal auction
where several aluminum extrusion companies bid for the extruder
over the course of 10 days.  The first bids were for about
$1 million.  Ultimately, Tubelite Inc. submitted an offer of
$2.9 million, which Benada said is the best.  Absent a better bid
in the meantime, Benada will seek authority to sell to Tubelite.

Wells Fargo Bank NA is owed $7 million on a revolving credit and
term loan.  FLT Capital LLC, a part owner of the business, is owed
$2 million on a secured obligation.   There is $3.4 million owing
to trade suppliers.  Wells Fargo and FLT both agreed to the sale.

                           About Benada

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

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


BERJAC OF OREGON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Berjac of Oregon
        fka Berjac of Portland
        P.O. Box 40266
        Eugene, OR 97404
        Tel: (541) 683-2523

Bankruptcy Case No.: 12-63884

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley, III

Debtor's Counsel: Keith Y. Boyd, Esq.
                  THE LAW OFFICES OF KEITH Y. BOYD
                  724 S. Central Avenue #106
                  Medford, OR 97501
                  Tel: (541) 973-2422
                  E-mail: ecf@boydlegal.net

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

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

The petition was signed by Michael S. Holcomb, general partner.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Broughton Living Trust dtd 1-13-05 Loan                 $2,841,084
Albert & Connie Broughton, trustees
2611 Melrose Road
Roseburg, OR 97471

Karotko, Mike                      Loan                 $1,751,278
32689 Hidden Meadows
Eugene, OR 97405

Shelton, Robert                    Loan                 $1,652,609
16902 Royal Coachman
Sisters, OR 97759

Ramsey-Waite Co.                   Loan                 $1,384,976
Mike Karotko
4258 Franklin Boulevard
Eugene, OR 97403

Karotko, George & Yvonne           Loan                 $1,187,227
756 McKenzie Crest Drive
Sprongfield, OR 97477

Theodore & Loretta Glass Joint     Loan                   $978,435
Trust
2483 Northampton Street
Eugene, OR 97404

Dorothy J. Larkin Rev Living Trust Loan                   $736,374
P.O. Box 2127
Corvalis, OR 97339

Hutchinson, Tim, Leslie & Nicholas Loan                   $674,768
550 SW Viewmont Drive
Portland, OR 97225

Barents, Bruce                     Loan                   $673,475
6404 Gleneagles
Tyler, TX 75703

Karotko, Stan                      Loan                   $629,343
862 River Knoll Way
Sprinfield, OR 97477

Van Sant, Luella G.                Loan                   $611,411
2788 Firwood Way
Eugene, OR 97401

Mock, Paralee & A.L., Trustees     Loan                   $566,101
3580 Game Farm Road E.
Springfield, OR 97477

Brown, Edgar C. & Mary Ann         Loan                   $543,537
P.O. Box 40430
Eugene, OR 97404

Curtis Restaurant Equip Inc.       Loan                   $519,864
P.O. Box 7307
Eugene, OR 97401

McCarty, Barbara J.                Loan                   $512,394
1660 Stoney Ridge Road
Eugene, OR 97405

Wildish Standard Paving Co.        Loan                   $511,200
P.O. Box 40310
Eugene, OR 97404

Butler Family Trust dtd 10-4-94    Loan                   $501,843
2214 E. 24th Street
Florence, OR 97439

First America Reserve Trust        Loan                   $462,047
10097 S. Cottoncreek Drive
Highlands Ranch, CO 80126

Rex, George & Melissa              Loan                   $450,000
1650 NW Murray Road
Portland, OR 97229

Charlene S. Cox Rev Trust          Loan                   $443,204
dtd 10-1597
2883 Martinique Avenue
Eugene, OR 97408


BODIN CONCRETE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bodin Concrete, L.P.
        aka Bodin Concrete Co.
            Bodin Concrete Co. Inc.
        4810 Boyd Boulevard
        Rowlett, TX 75088-2216

Bankruptcy Case No.: 12-35697

Chapter 11 Petition Date: September 1, 2012

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark I. Agee, Esq.
                  MARK IAN AGEE, ATTORNEY AT LAW
                  4115 N. Central Expressway
                  Dallas, TX 75204
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: Mark@DallasBankruptcyLawyer.com

Scheduled Assets: $7,729,933

Scheduled Liabilities: $6,474,881

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txnb12-35697.pdf

The petition was signed by Cynthia Kelley, officer.


BROOKFIELD OFFICE: S&P Rates C$200MM Preferred Shares 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' and 'P-3
(High)' issue ratings to Brookfield Office Properties Inc.'s
(Brookfield's) proposed offering of C$200 million series T
cumulative five-year rate reset preference shares. The preferred
shares will be listed on the Toronto Stock Exchange. Brookfield
plans to use proceeds from the offering for general corporate
purposes, which will include the redemption of higher-cost (6%)
series F preferred shares. "We expect the offering to close
on or about Sept. 13, 2012."

"Our ratings on Brookfield acknowledge the company's high-quality
office portfolio, characterized by in-place rents that are below
current market rents (on average). In addition, long-term leases
to good-quality tenants and concentrations in comparatively
healthier global office markets continue to support our view of
the company's 'strong' business risk profile. However, low fixed-
charge coverage and higher debt-to-EBITDA measures relative to
peers result in a financial risk profile that we consider
'significant,' notwithstanding above-average portfolio occupancy
and benefits from substantial capital transactions over the past
three years," S&P said.

"The negative ratings outlook reflects our belief that
Brookfield's fixed-charge coverage is now likely to remain at
current low levels for the next two years. We would likely lower
the corporate credit rating one notch if fixed-charge coverage
measures deteriorate from their current (1.4x) levels. Our credit
perspective could also change if the strategic evolution of parent
Brookfield Asset Management materially alters the operating
platform or legal structure of Brookfield. We don't see much
potential for upgrade despite Brookfield's 'strong' business risk
profile, unless the company meaningfully deleverages its balance
sheet to strengthen its currently 'significant' financial risk
profile," S&P said.

RATINGS LIST

Brookfield Office Properties Inc.
Corporate credit rating   BBB/Negative/--

Rating Assigned
Brookfield Office Properties Inc.
C$200 million preferred shares
Global scale              BB+
Canadian scale            P-3 (High)


CABANA EQUITIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cabana Equities, Inc.
        3000-G Henkle Drive
        Lebanon, OH 45036

Bankruptcy Case No.: 12-34107

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Ira H. Thomsen, Esq.
                  LAW OFFICE OF IRA H. THOMSEN
                  140 North Main Street, Suite A
                  P.O. Box 639
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  Fax: (937) 748-5003
                  E-mail: cornell76@aol.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-34107.pdf

The petition was signed by Michael T. Schueler, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
The Beach at Mason Limited Partnership  12-33854          08/20/12


CAESARS ENTERTAINMENT: Fitch Affirms 'CCC' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Caesars Entertainment Corp.'s (Caesars)
and Caesars Entertainment Operating Company, Inc.'s (CEOC; OpCo)
'CCC' Issuer Default Ratings (IDR).  Fitch also affirmed the 'CCC'
IDR of Caesars Linq, LLC & Caesars Octavius, LLC and the 'B-' IDRs
of Chester Downs & Marina LLC (and Chester Downs Finance Corp as
co-issuer).  The Rating Outlook is revised to Negative from Stable
on all IDRs.

The Outlook revision reflects Fitch's heightened concern regarding
OpCo's near-to-medium term cash burn rate and potential covenant
compliance pressure.  These factors, combined with previously
expressed concerns about weakening relative asset quality due to
constrained capital reinvestment, more than offset the positive
credit impact from recent transactions executed to push out its
debt maturities meaningfully.

The Outlook revision also incorporates the increasing possibility
that the OpCo could look to execute transactions that Fitch views
as a default.

Fitch has reduced its base case EBITDA forecast and now projects
negative free cash flow (FCF) for the OpCo persisting beyond 2015.
The company's higher cost refinancing activities have also
contributed to the weakened near-term FCF profile.  CEOC's near-
term cash burn rate makes it susceptible to tripping its 4.75
times (x) net senior secured leverage covenant and/or face a
liquidity crunch absent support from the parent over the next
couple of years.

The affirmation of OpCo's 'CCC' IDR reflects Caesars' available
liquidity and pushed out maturity profile, which provides the
company with some time for meaningful operating improvements to
materialize.  Fitch lowered its base case FCF projections for the
OpCo following weak second-quarter results and the continuing
third-quarter trend of disappointing revenues being reported by
states in which Caesars operates.  Fitch maintains a circumspect
view regarding the prospects for a stronger-than-expected
improvement in Caesars' operating results over the next couple
years.

In Fitch's base case, cash flow from operations at the OpCo is
negative $200 million - $250 million through 2014 and annual
capital expenditures are $250 million - $350 million.  This
equates to negative FCF of $450 million - $600 million per year.
In January 2015, $5.75 billion in out-of-money swaps mature, which
should have a positive impact on FCF in excess of $150 million.
However, absent a sharp uptick in the economy Fitch projects FCF
to remain negative, albeit improved, past 2015.

The cash burn's most near-term implication is the impact on the
OpCo's 4.75x net senior secured leverage maintenance test, which
relies on the substantial cash balances maintained at the OpCo
level for compliance.  The covenant ratio is at 4.3x as of June
30, 2012, providing the company with about a 10% EBITDA cushion.
At the current rate, CEOC may need to obtain a covenant amendment
or waiver by late 2013 or early 2014.

Caesars has some flexibility with respect to the covenant. The
parent can inject cash into OpCo via intercompany loans ($475
million outstanding as of June 30, 2012) which would count against
the debt in the ratio.  Also the OpCo's credit agreement allows
for equity cures (limited to three quarters in any rolling four
quarter period).

The parent has meaningful access to cash. It can upstream from
Harrah's BC, which collects interest on $1.1 billion in OpCo
unsecured notes held at the entity.  Also, the parent collects
management fees from the PropCo and has a majority stake in
Caesars Interactive, which now generates income.  However, Fitch
is unsure how the parent will choose to prioritize between the
potential uses of cash, which may include debt reduction at the
ProCo and growth initiatives outside the OpCo restricted group.

Past 2013, Fitch thinks that the liquidity pressure is now more
acute.  Pro forma for the August transactions and the sale of
Harrah's St. Louis, Fitch estimates that the OpCo will have about
$1.9 billion in liquidity.  Of this amount, about $730 million is
attributed to a revolver maturing in January 2014.  Fitch
forecasts negative FCF of roughly $600 million in 2013 and $450
million in 2014. Other cash uses include a $125 million maturity
of unsecured notes in 2013 and investment contributions towards
Caesars' Baltimore and Project Linq developments (about $130
million in aggregate investments).

CEOC's ability to maintain adequate liquidity over the next two to
three years will depend largely on the OpCo's ability to access
first-lien debt and the parent's ability and willingness to
downstream cash to the OpCo. Access to first-lien debt could
become more questionable as the OpCo nears its 4.75x maintenance
covenant.

To date, parent support has been meaningful and mostly came
through intercompany loans.  Also in 2010 the parent transferred
$682 million to CEOC.  The transfer came after the parent received
$220 million federal income tax refund and approximately $550
million in equity investment from Paulson & Co.  Fitch thinks
further support from the parent will hinge on the equity sponsors'
(Apollo and TPG) perceived prospects for the OpCo to become FCF
positive.  Absent material improvement in the operating outlook,
Fitch believes there is reasonable likelihood that the sponsors
may opt to restructure OpCo's debt instead of making further
capital infusions.

A spin-off of Caesars' Interactive unit or other means of
monetizing the online business could be logical precursors to a
restructuring.  The parent guarantees OpCo's debt and sponsors, if
electing to restructure OpCo, would likely want to extract value
out of Interactive and not risk the entity being pulled into the
restructuring proceedings.  Caesars Interactive is a non-wholly
owned subsidiary of the parent outside the OpCo.  The unit owns
Playtika, the Word Series of Poker brand and online gaming
operations in the UK.  Fitch believes that most of Caesars'
current equity value is attributable to this unit, which would
benefit materially if online gaming is legalized on the federal
level in the U.S.

Besides entering into Chapter 11, Caesars may elect to execute
debt exchanges, possibly for equity since the company is now
public.  However, Fitch thinks exchanges are less likely now than
in 2009 when the company reduced debt by $3.8 billion by
exchanging a bulk of its unsecured notes with subsidiary
guarantees into second-lien notes with lower par amounts.  Fitch
believes there is little recovery if any beyond OpCo's first-lien
as Fitch's analysis shows first-lien holders recovering less than
90% of value in an event of default.  This shows in the yields of
the longer dated second-lien notes, which are in excess of 20%.
Fitch thinks that Caesars will maintain its first-lien capacity to
fund its cash burn while the company's thin market capitalization
of less than $1 billion would make meaningful debt-for-equity
exchanges extremely dilutive.

With respect to equity-for-debt exchanges, Fitch generally
considers exchanges that result in debt reduction to be events of
default.  In case of an equity-for-debt exchange, Fitch may
maintain the 'CCC' IDR if the agency determines that the exchange
(in of itself) is not meant to avert a liquidity crunch or some
other more blatant event of default.

Chester Downs and Marina LLC (Chester Downs)
The Negative Outlook on Chester Downs' IDR reflects the weak
recent performance of Harrah's Philadelphia and the Pennsylvania
Gaming Control Board's announcement that the board will be
receiving license applications for casino license designated for
the city of Philadelphia. The deadline for application is Nov. 15,
2012.

Chester Downs' operating declines through the six-month period
ending June 30, 2012 were greater than Fitch's previous forecasts.
Annualizing first-half results, the pro forma FCF profile is
positive but provides limited cushion for a meaningful increase in
competitive pressure.  In addition to the potential for a new
casino, existing operators in the areas have discussed expansions.

Fitch may downgrade Chester Down's IDR to 'CCC' when the
additional license is awarded and Fitch has more specifics on the
new casino's development plans.  Fitch may also revise the Outlook
back to Stable if Chester Downs' operating profile improves
significantly from the first-half 2012 level in the interim.

Chester Downs owns and operates Harrah's Philadelphia in Chester,
PA and is 99.5% owned by the OpCo. Chester Downs is not a
guarantor of the OpCo's debt and vice versa and there are no cross
defaults.  Fitch does not firmly link the IDRs, however the agency
believes there is moderate linkage between the OpCo and Chester
Downs since the OpCo (which is weaker) has the ability to pull
cash from Chester Downs to the extent permitted by the restricted
payment carveouts.

Caesars Linq, LLC & Caesars Octavius, LLC (NewCo)
Fitch revised the Outlook on NewCo's ratings to Negative as Fitch
links NewCo's ratings with OpCo.  NewCo's credit profile largely
relies on lease payment that OpCo is or will be making to the
NewCo.  Credit support for NewCo's $450 million term loan will be
provided by the retail lease income generated by the redeveloped
area between Flamingo and Imperial Palace on the Las Vegas Strip;
income generated by an observation wheel that will be anchoring
the redeveloped area and $50 million in lease payments from the
OpCo.  CEOC will pay $35 million to lease Octavius Tower once the
hotel expansion is fully functional (the villas component is not
yet fully opened) and $15 million to lease O'Sheas casino once
Project Linq is operational.

There is a chance Fitch may de-link NewCo's ratings from OpCo's in
the event that the OpCo is downgraded. This may occur if Fitch
feels that the OpCo will maintain its leases through a
restructuring and/or the income generated by the
retail/entertainment segment of Project Linq is sufficient to
service NewCo's debt service.

Rating Drivers

An Outlook typically has a one to two year time horizon. A
downgrade to 'CC' would indicate that Fitch feels that an OpCo
default is probable. This could be precipitated by the following
drivers:

  -- Parent monetizing or spinning-off Interactive with proceeds
     or new shares going to equity holders;
  -- Free cash flow drain persisting at levels currently
     envisioned by Fitch;
  -- More imminent risk of OpCo violating its 4.75x maintenance
     covenant; and
  -- Liquidity excluding 2014 revolver availability declining to a
     less comfortable level (likely below $500 million).

A downgrade below 'CC' is also possible if Caesars executes a
transaction that Fitch views as a default.

Fitch may revise the Outlook on the IDR back to Stable if Caesars'
operating prospects improve meaningfully over the next one to two
years such that a path to being FCF positive at the OpCo level is
more evident.

Fitch has affirmed the following ratings:

Caesars Entertainment Corp.

  -- Long-term IDR at 'CCC'.

Caesars Entertainment Operating Co.

  -- Long-term IDR at 'CCC';
  -- Senior secured first-lien revolving credit facility and term
     loans at 'B-/RR2';
  -- Senior secured first-lien notes at 'B-/RR2';
  -- Senior secured second-lien notes at 'CC/RR6';
  -- Senior unsecured notes with subsidiary guarantees at
     'CC/RR6';
  -- Senior unsecured notes without subsidiary guarantees at
     'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR at 'B-';
  -- Senior secured notes at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR at 'CCC';
  -- Senior secured credit facility at 'CCC+/RR3'.


CALIFORNIA: Bid to End Federal Control Inmate Healthcare Denied
---------------------------------------------------------------
Los Angeles Times reports that a judge has once again rejected
California's request for a speedy end to federal control of prison
healthcare.

According to the report, U.S. District Judge Thelton Henderson
said he would require tougher reviews than the state wanted before
agreeing to dissolve the receivership that has run inmate medical
care for six years.

"Evidence of progress made under the direction and control of the
receiver does not constitute evidence of [the state's] own will,
capacity, and leadership to maintain a constitutionally adequate
system of inmate medical care . . . . Indeed, [the state has] not
always cooperated with, and have sometimes actively sought to
block, the receiver's efforts," Judge Thelton said, according to
Los Angeles Times.

Los Angeles Times says that the receivership was put in place when
Henderson said prison healthcare was unconstitutionally bad and
qualified as cruel and unusual punishment.  Such concerns
eventually led to the court order requiring the state to
drastically reduce its prison population, the report notes.

Earlier this year, the state sought to end the receivership in 30
days, the report recalls.  When that request was rejected, they
asked for six months but that was turned down in the order issued
on recently, the report relates.

"The end of the receivership will be based on need and not within
a specific timeline," the report quoted J. Clark Kelso, the
receiver, as saying.

The report notes that Don Specter at the Prison Law Office, which
filed the original lawsuit in the case, said he did not believe
the state was ready to handle medical care.


CAMBIUM LEARNING: S&P Cuts CCR to 'CCC' on Weak Credit Metrics
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Cambium Learning Group Inc. to 'CCC' from
'B-'. The rating outlook is negative. "We also lowered our rating
on the company's senior secured debt to 'CCC-' from 'CCC+'," S&P
said.

"The downgrade reflects weak second-quarter operating performance,
rising debt leverage, and considerable doubt as to whether Cambium
can stabilize its profitability," said Standard & Poor's credit
analyst Hal Diamond. "We see a risk that market share will
continue to decline and strained government budgets will continue
to hurt Cambium's profitability and debt leverage. Federal funding
for the intervention and special education market niche related to
the economic stimulus program ended in September 2011," S&P said.

"We have maintained our existing recovery rating on the company's
senior credit facility at '5', indicating our expectation of
modest (10% to 30%) recovery for lenders in the event of a payment
default," S&P said.

Cambium had total debt of $186 million, including accrued
interest, at June 30, 2012.

"Our corporate credit rating on Cambium reflects our expectation
that leverage will remain relatively high, based on declining
market share, high product development costs, and the weak outlook
for education spending," added Mr. Diamond. "We consider the
company's business risk profile 'vulnerable,' according to our
criteria, because of the cyclicality of government funding for
educational services and the effect of that cyclicality on
Cambium's operating performance. Relatively high debt to EBITDA
and weak discretionary cash flow, reflecting ongoing high product
development spending, support our view that Cambium's financial
risk profile is 'highly leveraged.' We believe that the company
may continue to underperform other players in the supplemental
publishing market due to difficulties in effectively competing
with larger, better capitalized companies with more significant
digital learning capabilities."

"Our negative rating outlook reflects Cambium's weak operating
performance and rising debt leverage. We could lower our rating if
underperformance significantly reduces year-end cash balances to
under $40 million from $63 million at year-end 2011. This scenario
could occur if revenues and EBITDA drop 10% and 30%, respectively,
from current levels," S&P said.

"We regard a revision of the outlook to stable as a less likely
scenario, involving consistent improvement in overall
profitability, sustainable positive discretionary cash flow, and
dramatically lower debt leverage," S&P said.


CARRIZO OIL: Moody's Rates $250-Mil. Senior Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Carrizo Oil &
Gas, Inc.'s proposed $250 million senior unsecured notes. Moody's
also confirmed Carrizo's B2 Corporate Family Rating (CFR) and B3
senior unsecured notes ratings. The rating outlook is stable. This
action concludes Moody's review for upgrade, which commenced April
2, 2012.

Issuer: Carrizo Oil & Gas, Inc.

  Upgrades:

    US$400M 8.625% Senior Unsecured Regular Bond/Debenture,
    Upgraded to a range of LGD4, 62% from a range of LGD5, 70%

    US$200M 8.625% Senior Unsecured Regular Bond/Debenture,
    Upgraded to a range of LGD4, 62% from a range of LGD5, 70%

  Assignments:

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned B3

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD4, 62%

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

  Confirmations:

     Probability of Default Rating, Confirmed at B2

     Corporate Family Rating, Confirmed at B2

    US$400M 8.625% Senior Unsecured Regular Bond/Debenture,
    Confirmed at B3

    US$200M 8.625% Senior Unsecured Regular Bond/Debenture,
    Confirmed at B3

Ratings Rationale

Carrizo's B2 CFR reflects high leverage and Moody's expectation
that capital requirements will continue to outstrip cash flow
through at least 2014 as the company develops its more capital-
intensive oil properties. The rating favorably considers Carrizo's
ongoing transformation from being primarily natural gas focused to
more oil focused, while also significantly increasing its scale on
a production basis. This portfolio transition to oil is reflected
in Carrizo's financial results, with its unleveraged cash margin
increasing by $10/boe over the last twelve month period ending
June 30, 2012.

The stable outlook is based upon Moody's expectation that leverage
will not increase materially above current levels. Carrizo's
ratings may be upgraded if the company reduces and maintains
debt/production below $40,000/boe and retained cash flow to debt
above 35%. Any debt reduction from joint ventures, asset sales, or
equity issuances would also be a catalyst for a positive rating
action. The ratings could be downgraded if debt/production rises
above $50,000/boe or if the company begins to experience
sequential production declines or any liquidity constraints.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Moody's expects that Carrizo will have sufficient
liquidity through 2013 to cover negative free cash flow of about
$300 million through the second quarter of 2013 as it funds about
$550 million of capital expenditures. The company has a committed
$750 million senior secured revolving credit facility with a
borrowing base of $325 million as of June 30, 2012. The revolver's
borrowing base is expected to remain at $325 million pro forma for
the $250 million notes. Pro-forma for the notes offering, Carrizo
will have $136 million of cash on hand and full availability under
its credit facility, which matures in 2016. The company should be
in compliance with its four financial covenants through the second
quarter of 2012. The company's alternate liquidity is limited
given that all of its assets are pledged to the revolver lenders.

The B3 rating on the senior unsecured notes reflects both the
overall probability of default of Carrizo, to which Moody's
assigns a PDR of B2, and a loss given default of LGD 4 (62%). The
amount of secured debt relative to the amount of unsecured debt
results in the senior unsecured notes being notched one rating
beneath the CFR under Moody's Loss Given Default Methodology.

The principal methodology used in rating Carrizo Oil & Gas 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.

Carrizo Oil & Gas, Inc., headquartered in Houston, Texas, is an
independent exploration and production company.


CARRIZO OIL: S&P Keeps 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Carrizo Oil & Gas Inc.'s proposed $250 million senior
unsecured notes due 2020. "The recovery rating on the notes is
'4', indicating our expectation of average (30% to 50%) recovery
in the event of a payment default. The 'B' corporate credit rating
on Carrizo and stable outlook are unaffected," S&P said.

"Carrizo intends to use the net proceeds from the proposed
offering to repay borrowings outstanding under the company's
revolving credit facility and for general corporate purposes," S&P
said.

"The ratings on Carrizo continue to reflect our view of the
company's 'aggressive' financial risk and 'vulnerable' business
risk. These assessments reflect Carrizo's exposure to weak natural
gas, which remains the company's principal product, the company's
modest-sized reserve and its high spending levels in excess of
projected operating cash flows to develop its Eagle Ford acreage.
The ratings also reflect the company's increasing exposure to
robust crude oil prices and our expectation that leverage will
remain within an acceptable range for the rating, because
sustained production growth of oil and liquids and a conservative
hedging policy should support future cash flow generation," S&P
said.

RATINGS LIST
Carrizo Oil & Gas Inc.
Corporate credit rating                      B/Stable/--

New Rating
Proposed $250 mil sr unsecd nts due 2020     B
  Recovery rating                             4


CASTAIC PARTNERS: Sec. 341 Creditors' Meeting Set on Sept. 10
-------------------------------------------------------------
The U.S. Trustee in Los Angeles, California, will convene a
Meeting of Creditors under U.S.C. Sec. 341(a) meeting in the
Chapter 11 case of Castaic Partners, LLC, on Sept. 10, 2012, at
10:00 a.m. at Room 2612, 725 S Figueroa St., Los Angeles.

Castaic Partners, LLC, filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-36123) in Los Angeles on July 30, 2012.  The
Debtor disclosed assets of $29.5 million and liabilities of
$23.98 million as of the Chapter 11 filing.

The Debtor owns 847 acres of unimproved land by Tapia Canyon Road,
in Castaic, California.


CASTLEVIEW LLC: Taps Allen & Vellone as Special Counsel
-------------------------------------------------------
Castleview, LLC, is seeking approval to employ Allen & Vellone,
P.C., as its special counsel, effective as of July 2, 2012.

As the Debtor's special counsel, Allen & Vellone, P.C., will
handle all litigation on behalf of the bankruptcy estate.

According to the Debtor, the law firm does not hold or represent
any interest adverse to the Debtor and the bankruptcy estate, and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The $15,000 retainer was paid by Eric Roth, Martin Roth, and
Michael Blumenthal, which retainer represented capital
contributions from the members consistent with how virtually all
expenses of the Debtor have been paid in the past.

The professionals' hourly rates are:

     Patrick D. Vellone, Esq.     $410
     Mark A. Larson, Esq.         $240
     Tatiana Popcondria, Esq.     $175
     Law Clerk                    $110
     Paralegals                   $100

                         About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.


CASTLEVIEW LLC: Court to Hold Dec. 3 Hearing on Dismissal Motion
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
commence a two-day evidentiary hearing on HB ALP Family, LLLP's
motion to dismiss the Chapter 11 case of Castleview, LLC, on Dec.
3, 2012 at 9:00 a.m.  There is also a joinder to the motion filed
by CV2011, LLC.

The Court had earlier vacated the hearing on approval of the
Debtor's disclosure statement and confirmation of the Debtor's
plan set for Aug. 22, 2012.  As reported in the TCR on July 4,
2012, the Debtor's Plan, filed July 2, 2012, promised to pay
creditors in full.  A copy of the Disclosure Statement is
available for free at

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

HB ALP Family, LLLP, in its motion to dismiss the case, said that
Castleview was formed in 2000 by Michael Blumenthal and Harvey B.
Alpert for the purpose of acquiring and developing real property
located in Douglas County, Colorado.  HB ALP is a company in which
Mr. Alpert owns 50% interest.

HB ALP asserts that:

   1. Blumenthal has no authority to file a Chapter 11 petition on
      behalf of the Debtor; and

   2. the petition was filed in bad faith.

                         About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.


CASTLEVIEW LLC: Taps M. Loewenstein to Testify in Dismissal Motion
------------------------------------------------------------------
Castleview, LLC, asks the U.S. Bankruptcy Court for the District
of Colorado for permission to employ Mark J. Loewenstein as an
expert witness in connection with the pending motion filed by HB
ALP Family, LLLP, and CV2011, LLC, to dismiss and the Debtor's
response to said motion.

The Debtor intends to call Mark J. Loewenstein as an expert
witness to testify on its behalf to provide an expert opinion
regarding whether Mr. Michael Blumenthal, as manager of
Castleview, LLC, had the authority and fiduciary duty to file the
Debtor's Chapter 11 proceeding.

To the best of Mark J. Loewenstein's knowledge, he has no
connection with the Debtor, the Debtor's creditors, the U.S.
Trustee or any employee of the U.S. Trustee, or any other party in
interest in the within Chapter 11 bankruptcy proceeding, their
respective attorneys and/or accountants.

Mark J. Loewenstein will be paid $425 an hour including traveling
plus reasonable compensation for all of his out-of-pocket expenses
directly relating to his services.

                       About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.


CASTLEVIEW LLC: Taps M. Kane and Wildrose Appraisal as Appraisers
-----------------------------------------------------------------
Castleview, LLC, asks the U.S. Bankruptcy Court for the District
of Colorado for authorization to employ Martin S. Kane and
Wildrose Appraisal, Inc., as commercial real estate appraisers on
behalf of its estate.

The Debtor intends to call Martin S. Kane as an appraiser to
testify concerning the valuation of its real property located in
Southeastern Castle Rock, Colorado at the hearing on the motion to
dismiss filed by HB ALP Family, LLLP, and CV2011, LLC.

To the best of Martin S. Kane and James M. Bittel on behalf of
Wildrose Appraisal, Inc.'s knowledge, they have no connection with
the Debtor, the Debtor's creditors, the U.S. Trustee or any
employee of the U.S. Trustee, or any other party in interest
in the Debtor's Chapter 11 bankruptcy proceeding, their respective
attorneys and accountants, other than the preparation of the
April 4, 2012 written appraisal.  Martin S. Kane and Wildrose
Appraisal, Inc., are not pre-petition creditors of the Debtor.

As compensation for his services, Martin S. Kane will charge these
hourly rates:

     Preparation time:     $150/hr.
     Deposition time:      $200/hr.
     Trial time:           $200/hr.
     Travel time:          $100/hr.

                       About Castleview

Castleview, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case
No. 12-23954) on July 2, 2012, with a plan that intends to pay
creditors in full.  The Debtor disclosed $14.53 million in assets
and $3.21 million in liabilities in its schedules.  The Debtor
owns a 252-acre residential development site located in
Southeastern Castle Rock, Colorado, which property includes 245
residential lots.  The property is worth $10.2 million and secures
a $3.21 million debt. The Debtor is also entitled to bond proceeds
from the Castleview Metropolitan District appraised at $6,248,724.

The Debtor has tapped Weinman & Associates, P.C, as bankruptcy
counsel, and Allen & Vellone, P.C as special counsel.


CATALENT PHARMA: Moody's Rates New Sr. Unsecured Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
senior unsecured notes offering of Catalent Pharma Solutions, Inc.
The proceeds of the notes will be used to retire a portion of the
company's existing senior PIK notes due 2015. There are no changes
to any other ratings, including the B2 Corporate Family Rating or
the stable outlook.

Ratings Assigned:

  Proposed Senior Unsecured notes due 2018, Caa1 (LGD5, 81%)

Ratings Rationale

The B2 rating continues to be constrained by the company's very
high financial leverage of approximately 7.0 times, modest
interest coverage and free cash flow relative to debt. The ratings
and stable outlook incorporate Moody's expectation for further
deleveraging through EBITDA expansion. The credit profile is
supported by the company's large scale and position as one of the
leading global providers of drug delivery and outsourced services
to the healthcare industry. In particular, the company is a leader
in development and manufacturing of softgels and other oral drug
delivery technologies ("Oral Technologies"). Performance in this
business has continued to be strong, offsetting weak or uneven
performance in the Sterile Technologies business. The company
recently completed the divestiture of its Packaging businesses,
which had been underperforming.

Given the very high leverage and limited free cash flow
expectations, Moody's does not foresee an upgrade in the near-
term. Longer-term, if the company reduces adjusted debt to EBITDA
to 5.0 times the rating agency could upgrade the ratings. An
upgrade would also require free cash flow to debt to be sustained
above 5%.

Moody's could downgrade the ratings if the Oral Technologies
business faces increased competition or product losses such that
the business fails to continue to show at least low-mid single
digit growth in EBITDA. Any weakness in liquidity or increase in
leverage would lead to pressure on the ratings.

For further details, refer to Moody's Credit Opinion for Catalent
Pharma Solutions, Inc. on moodys.com.

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

Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is
a leading provider of advanced dose form and packaging
technologies, and development, manufacturing and packaging
services for pharmaceutical, biotechnology, and consumer
healthcare companies. The company reported revenue of
approximately $1.69 billion for the twelve months ended June 30,
2012. Catalent is a privately held company, owned by affiliates of
The Blackstone Group.


CELL THERAPEUTICS: Shareholders Elect Three Members to Board
------------------------------------------------------------
Cell Therapeutics, Inc., held its annual meeting of shareholders
held on Aug. 31, 2012.  At the Annual Meeting, the Company's
shareholders approved:

(1) a proposal to elect three Class III directors to the Board,
    each to serve until the 2015 Annual Meeting of Shareholders,
    namely: (i) Richard L. Love, (ii) Mary O. Mundinger, DrPH, and
    (iii) Jack W. Singer, M.D.;

(2) the Amendment to the Articles to increase the total number of
    authorized shares of the Company from 76,999,999 to
    150,333,333 and an increase in the Company's authorized shares
    of Common Stock from 76,666,666 to 150,000,000;

(3) an amendment to the 2007 Equity Plan to increase the number of
    shares of Common Stock available for issuance under the 2007
    Equity Plan by 3,000,000 shares of Common Stock;

(4) the issuance of securities in connection with, or
    to Finance, the acquisition of assets of S*BIO Pte Ltd. and
    related milestone payments;

(5) the issuance of shares of preferred stock and shares of Common
    Stock issuable upon conversion of the preferred stock,
    warrants and shares of Common Stock issuable upon exercise of
    the warrants, and at the Company's option, the issuance of
    shares of Common Stock in lieu of cash upon exchange of those
    warrants issued to Socius CG II, Ltd., pursuant to the
    securities purchase agreement entered into in connection with
    the offering of Series 15 Convertible Preferred Stock on
    May 29, 2012; and

(6) the selection of Marcum LLP as the Company's independent
    auditors for the year ending Dec. 31, 2011.

            Amends Rights Agreement with Computershare

In connection with Cell Therapeutics's one-for-five reverse stock
split, the Company amended its Shareholder Rights Agreement dated
as of Dec. 28, 2009, with Computershare Trust Company, N.A., as
Rights Agent, to be effective after the effective date of Reverse
Stock Split.  The Reverse Stock Split was effective on Sept. 2,
2012.

The amendment decreases the exercise price of the preferred stock
purchase rights under the Rights Plan from $36.00 to $14.00,
decreases the number of shares of preferred stock issuable upon
the exercise of a Right from six ten-thousandths (6/10,000th) to
one ten-thousandth (1/10,000th), and decreases the redemption
price of each Right from $0.0006 to $0.0001.  The amendment also
revises and expands the definitions of "acquiring person" and
"beneficial ownership" under the Rights Plan.  The Rights were
initially distributed as a dividend on each share of the Company's
common stock, no par value per share, outstanding on Jan. 7, 2010,
and currently trade with each outstanding share of Common Stock.

A copy of the Shareholder Rights Amendment is available at:

                        http://is.gd/d5R1Q3

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

                        http://is.gd/kgnx0I

                      About Cell Therapeutics

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

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

The Company's balance sheet at June 30, 2012, showed $38.34
million in total assets, $39.83 million in total liabilities,
$13.46 million in common stock purchase warrants, and a $14.95
million total shareholders' deficit.

                     Going Concern Doubt Raised

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

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

                        Bankruptcy Warning

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


CHRISTIAN BROTHERS: Plan Exclusivity Period Extended to Dec. 24
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has extended the exclusive periods
of The Christian Brothers' Institute and its debtor-affiliate to:

   a) file a Chapter 11 plan until Oct. 26, 2012, and

   b) solicit acceptances of that plan until Dec. 27, 2012.

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Sex Abuse Cases Moved to SDNY Bankruptcy Court
------------------------------------------------------------------
Judge Timothy Dore of the U.S. Bankruptcy Court for the Western
District of Washington has ordered the transfer of related cases
from the U.S. Bankruptcy Court for the Western District of
Washington to the U.S. Bankruptcy Court for the Southern District
of New York (White Plains Divison).

The cases are entitled:

    -- F.C., B.C., D.K., J.S., J.M., and M.Y., Plaintiffs,
       v. CORPORATION OF THE CATHOLIC ARCHBISHOP OF SEATTLE,
       a sole corporation; CONGREGATION OF CHRISTIAN
       BROTHERS; CONGREGATION OF CHRISTIAN BROTHERS-NORTH
       AMERICAN PROVINCE a/k/a WESTERN PROVINCE a/k/a
       EASTERN PROVINCE a/k/a AMERICAN PROVINCE, Defendants

    -- W.D., Plaintiff, v. CORPORATION OF THE CATHOLIC ARCHBISHOP
       OF SEATTLE, a sole corporation; CONGREGATION OF CHRISTIAN
       BROTHERS; CONGREGATION OF CHRISTIAN BROTHERS-NORTH AMERICAN
       PROVINCE a/k/a WESTERN PROVINCE a/k/a EASTERN PROVINCE
       a/k/a AMERICAN PROVINCE; CHRISTIAN BROTHERS INSTITUTE OF
       CALIFORNIA; CHRISTIAN BROTHERS INSTITUTE OF MICHIGAN.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Committee to Hire BRG as Financial Advisor
--------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of The Christian Brothers' Institute and The
Christian Brothers of Ireland, Inc., to employ Berkeley Research
Group, LLC, as accountant and financial advisor.

The professional services that BRG will render to the Committee
include, but will not be limited to, the following:

     A. advising the Committee in the review of financial related
        disclosures required by the Court and/or Bankruptcy Code,
        including the Schedules of Assets and Liabilities, the
        Statement of Financial Affairs, and Monthly Operating
        Reports;

     B. analyzing the Debtors' accounting reports and financial
        statements to assess the reasonableness of the Debtors'
        financial disclosures;

     C. providing forensic accounting and investigations with
        respect to transfers of the Debtors' assets and recovery
        of property of the estate;

     D. advising the Committee in evaluating the Debtors'
        ownership interests of property alleged to be held in
        trust by the Debtors for the benefit of third parties
        and/or property alleged to be owned by non-debtor juridic
        entities;

     E. advising the Committee in the evaluation of the Debtors'
        organizational structure, including its relationship with
        the Related Entities and other non-debtor organizations
        and charities;

     F. advising the Committee in evaluating the Debtors' cash
        management systems;

     G. advising the Committee in analyzing the Debtors' assets
        and liabilities;

     H. advising the Committee in the review of financial
        information that the Debtors may distribute to creditors
        and others, including, but not limited to, cash flow
        projections and budgets, cash receipts and disbursement
        analyses, analyses of various asset and liability
        accounts, and analyses of proposed transactions for which
        Court approval is sought;

     I. attendance at meetings and assistance in discussions with
        the Debtors, the Committee, the U.S. Trustee, and other
        parties-in-interest and professionals hired as requested;

     J. advising in the review and/or preparation of information
        and analyses necessary for the confirmation of a plan, or
        for the objection to any plan filed in these Cases which
        the Committee opposes;

     K. advising the Committee in investigating the assets,
        liabilities and financial condition of the Debtors, the
        Debtors' operations and the desirability of the
        continuance of any portion of those operations;

     L. advising the Committee with the evaluation and analysis of
        claims, and on any litigation matters, including, but not
        limited to, avoidance actions for fraudulent conveyances
        and preferential transfers, and actions concerning the
        property of the Debtors' estates;

     M. advising the Committee with respect to any adversary
        proceedings that may be filed in the Debtors' Cases;

     N. providing other services to the Committee as may be
        necessary in these Cases; and

     O. investigating the nature of the Debtors' financial
        relationship with the Christian Brothers' Foundation and
        Community Support Corporation in order to assess whether
        there is a basis to assert that the assets of the Related
        Entities maybe recovered for the benefit of the Debtors'
        creditors.

Compensation will be payable to BRG on an hourly basis, plus
reimbursement of BRG's actual, necessary expenses and other
charges it incurs.  BRG's schedule of 2012 billing rates are:

     Principals/Directors              $605-785 per hour
     Senior Managing Consultants       $355-470 per hour
     Consultants/Managing Consultants  $270-350 per hour
     Associates/Senior Associates      $250-275 per hour
     Paraprofessionals                 $105-175 per hour

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Committee to Hire Dr. Conte as Abuse Expert
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Christian
Brothers' Institute and The Christian Brothers of Ireland, Inc.,
ask the Bankruptcy Court to approve the employment of Jon Robert
Conte, Ph.D., as an expert on the effects of Childhood Sexual
Abuse for the Official Committee of Unsecured Creditors Nunc Pro
Tunc to July 1, 2012.

The services that Dr. Conte will render to the Committee in his
capacity as an expert include:

     A. providing a report as to the harms and impacts associated
        with sexual assault and childhood sexual abuse;

     B. testifying about the profoundly negative experiences and
        the significant immediate and long term impact suffered by
        the victims of sexual abuse;

     C. providing the Court with information that may be helpful
        in evaluating the Motion for Standing and the Objection;

     D. providing an analysis of the nature of sexual abuse and
        resulting psychological symptoms and traumatic effects.

Compensation will be payable to Dr. Conte on an hourly basis, plus
reimbursement of Dr. Conte's actual, necessary expenses and other
charges he incurs.  Dr. Conte's current rates are as follows:

     a. Preparation of Report $375 per hour
     b. Providing Testimony $400 per hour
     c. Travel $250 per hour

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Committee Wants to Employ Kubasiak as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Christian
Brothers' Institute and The Christian Brothers of Ireland, Inc.,
ask the Bankruptcy Court for authorization to employ Kubasiak,
Fylstra, Thorpe & Rotunno, P.C., as legal counsel nunc pro tunc to
May 7, 2012.

KFTR will provide legal services to the Committee in connection
with the enforcement of the Subpoena and all other discovery
efforts the Committee pursues in the Northern District of
Illinois.  These legal services include, but will not be limited
to:

    (i) filing all pleadings necessary to enforce the Subpoena in
        the Northern District of Illinois,

   (ii) making necessary appearances in an Illinois court of
        competent jurisdiction,

  (iii) generally handling litigation matters in the Northern
        District of Illinois relating to the enforcement of the
        Subpoena,

   (iv) obtaining discovery from CSC, and

    (v) generally handling all discovery related matters the
        Committee pursues in the Northern District of Illinois.

Compensation will be payable to KFTR by the Debtors for the
services of KFTR's professionals and paraprofessionals at their
customary hourly billing rates, which will be subject to these
ranges:

          Partners              $325 - $450
          Associates            $235
          Paralegals            $145

The primary professional responsible for KFTR's engagement is
Douglass Hewitt, whose current hourly rate is $400.  In addition,
KFTR will be reimbursed for its actual, necessary, and reasonable
expenses.

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Committee Taps Retired Judge for Valuation
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Christian
Brothers' Institute and The Christian Brothers of Ireland, Inc.,
seek authorization to employ the Honorable William L. Bettinelli
(Ret.) as an expert on the valuation of sexual abuse claims.

The services that Judge Bettinelli will render to the Committee in
his capacity as an expert include, but will not be limited to:

     A. providing an expert report regarding the valuation of
        abuse claims, such as those asserted by the abuse
        claimants in these Cases;

     B. testifying about the amount of damages typically awarded
        in connection with abuse claims, such as those asserted by
        the abuse claimants in these Cases;

     C. providing an extrapolation, based on his extensive prior
        experience with similar claims, of the magnitude of
        damages the Debtors likely will owe to the sexual abuse
        claimants in these Cases; and

     D. providing the Court with any additional information that
        may be helpful in evaluating the Motion for Standing and
        the Objection.

Compensation will be payable to Judge Bettinelli on an hourly
basis, plus reimbursement of Judge Bettinelli's actual, necessary
expenses and other charges.  Judge Bettinelli's current rates are
as follows:

     a. Preparation of Report      $800 per hour
     b. Providing Testimony        $800 per hour
     c. Travel5                    $400 per hour

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CHRISTIAN BROTHERS: Committee Can Hire Canadian Counsel
-------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of The Christian Brothers' Institute and The
Christian Brothers of Ireland, Inc., to employ Stewart McKelvey as
Canadian Legal Counsel.

According to papers filed by the Committee with the U.S.
bankruptcy court, the Canadian government, including law
enforcement agencies, obtained a substantial amount of discovery
through its investigation of abuse at Mount Coshel.  In addition,
CBIC's liquidator conducted an extensive investigation of CBIC.
Finally, other parties in Canada, such as insurers or other
Catholic institutions, may have information regarding the Debtors'
prepetition financial condition.  As such, the Canadian
government, the Canadian liquidator and other parties in Canada
may have documents and information material to the Committee's
investigation of the Debtors' prepetition financial condition.

Stewart McKelvey will render all Canadian legal services necessary
to obtain the Canadian Discovery Material.  These legal services
include:

    (i) filing all pleadings necessary to obtain Canadian
        Discovery Material in accordance with the "implied
        undertaking rule,"

   (ii) making necessary appearances in Canadian Court,

  (iii) generally handle all litigation matters in Canada relating
        to the production and/or turnover of the Canadian
        Discovery Material to the Committee, and

   (iv) generally handle all matters in Canada relating to a plan
        of reorganization and the Debtors' discharge.

Compensation will be payable to Stewart McKelvey by the Debtors
for the services of Stewart McKelvey's professionals and
paraprofessionals at their customary hourly billing rates, which
will be subject to the following ranges:

          Partners         $245 to $405
          Associates       $160 to $230
          Paralegals       $100 to $150

The primary professional responsible for Stewart McKelvey's
engagement is Dan Boone (Regional Managing Partner), whose current
hourly rate is $365.  In addition, Stewart McKelvey will be
reimbursed for its actual, necessary, and reasonable expenses.

The Committee assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

              About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI estimated its assets at $500,000 to $1 million
and debts at $1 million to $10 million.


CITY OF ANGEL: Case Summary & 14 Unsecured Creditors
----------------------------------------------------
Debtor: City of Angel, LLC
        dba Scottish Inn
        2839 N. Velasco
        Angleton, TX 77515

Bankruptcy Case No.: 12-80461

Chapter 11 Petition Date: September 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Galveston)

Judge: Letitia Z. Paul

Debtor's Counsel: Joan Kehlhof, Esq.
                  WIST HOLLAND ET AL
                  720 N. Post Oak Road, Suite 610
                  Houston, TX 77024
                  Tel: (713) 686-5444
                  Fax: (713) 686-0703
                  E-mail: jkehlhof@whkllp.com

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

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

A copy of the Company's list of its 14 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/txsb12-80461.pdf

The petition was signed by Asish Bhakta, member.


CLAIRE'S STORES: Moody's Reviews 'Caa2' CFR/PDR for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Claire's Stores, Inc.'s Caa2
Corporate Family and Probability of Default ratings on review for
upgrade. The company's B3 first lien notes, Caa3 second lien
notes, Caa3 senior unsecured notes, and Ca senior subordinated
notes were also placed on review for upgrade.

At the same time, Moody's assigned a B2 rating to Claire's
proposed $115 million secured revolving credit facility due 2017.
The proposed revolver will replace Claire's existing $200 million
secured revolver expiring 2013. The rating on the proposed
revolver is contingent upon the completion of the transaction as
proposed and is subject to Moody's review of final terms and
conditions.

Rating Rationale:

The review for upgrade was triggered by Claire's announcement that
the company is pursuing a $625 million add-on to the senior
secured first lien notes due 2019 as well as a refinancing of its
first lien secured revolver revolver. The successful completion of
the transaction will eliminate a substantial upcoming maturity and
provide Claire's with enough of an increased amount of liquidity
and near-term financial flexibility to warrant a higher rating.
Proceeds from the add-on to the first lien notes along with about
$50 million cash will be used to fully repay the outstanding $665
million senior secured term loan B due 2014. Pro forma for the
transaction, Claire's nearest debt maturity will be in 2015 when
the company's $522 million senior unsecured notes come due.

Assuming the transactions close as proposed, Moody's expects to
raise Claire's Corporate Family and Probability of Default ratings
one-notch to Caa1 from Caa2. The company's existing debt issue
ratings are also expected to be raised one-notch -- first lien
debt to B2, second lien and senior unsecured debt to Caa2, and
senior subordinated notes to Caa3. Additionally, Moody's expects
to raise Claire's Speculative Grade Liquidity rating to SGL-2 from
SGL-3.

The review for upgrade also considers that while the proposed
refinancing will improve Claire's liquidity and near-term
financial flexibility, it will result in a slightly higher
weighted average cost of debt, and will not materially reduce the
company's significant leverage. Debt/EBITDA will remain over 8.0
times, a level Moody's views as substantial given Claire's
relatively narrow business focus and high degree of seasonality. A
majority of the company's cash flow is generated in the company's
fiscal fourth quarter.

The assignment of a B2 rating to Claire's proposed revolver
assumes the successful completion of the transaction and is based
on a one-notch upgrade of Claire's Corporate Family and
Probability of Default ratings to Caa1 from Caa2. The B2 rating
assigned to the proposed revolver -- two notches above Claire's
Corporate Family Rating -- also recognizes the credit support
provided by the significant amount of debt that ranks less senior
to it in the capital structure.

Rating assigned:

  $115 million revolving credit facility due 2017 at B2 (LGD 2,
  29%)

Ratings placed on review for upgrade:

  Corporate Family Rating at Caa2

  Probability of Default Rating at Caa2

  Senior secured first lien notes due 2019 at B3 (LGD 2, 28%)

  Senior secured second lien notes due 2019 at Caa3 (LGD 4, 62%)

  Senior unsecured notes due 2015 at Caa3 (LGD 4, 62%)

  Senior subordinated notes due 2017 at Ca (LGD 6, 94%)

Ratings placed on review for upgrade and to be withdrawn upon
transaction closing:

  Senior secured revolver expiring 2013 at B3 (LGD 2, 28%)

  Senior secured term loan B due 2014 at B3 (LGD 2, 28%)

Claire's Stores, Inc. headquartered in Hoffman Estates, IL is a
specialty retailer of value-priced jewelry and fashion accessories
for pre-teens, teenagers, and young adults. It operates 3,074
stores and franchises 376 stores in North America, Europe, and
Asia. Revenues are about $1.5 billion.

The principal methodology used in rating Claire's Stores, Inc. was
the Global Retail Industry Methodology published in June 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.


CNO FINANCIAL: Moody's Assigns 'Ba3' Senior Secured Debt Ratings
----------------------------------------------------------------
Moody's Investors Service has assigned Ba3 senior secured debt
ratings to CNO Financial Group, Inc.'s (CNO, NYSE: CNO) proposed
secured credit facilities and senior secured notes, which, in
aggregate, total $950 million. In addition, Moody's assigned a Ba3
corporate family rating (CFR) to CNO. These ratings follow CNO's
announcement of a recapitalization plan. The outlook on CNO's
ratings is stable.

Moody's said the proceeds from the new borrowings, along with
holding company cash, will be used to repay $224 million
outstanding under CNO's existing credit facility, repurchase up to
$275 million of CNO's outstanding 9% Senior Secured Notes due 2018
(for approximately $323 million), and repurchase approximately
$200 million of the company's 7% Convertible Senior Debentures due
2016 (for approximately $334 million). The company's new credit
revolver will be used for contingent capital purposes, but is
expected to remain unfunded. The proposed credit facilities and
senior notes are expected to close concurrently in late September
2012.

Ratings Rationale

According to Moody's Vice President, Ann Perry, "CNO's
recapitalization plan provides the company with an opportunity to
reduce its cost of capital and extend the maturities of its near
term debt." The rating agency noted that CNO's senior debt
outstanding will increase by approximately $200 million and, on a
pro forma basis, will increase financial leverage to approximately
20%, a level within rating expectations, from 15.9% at June 30,
2012.The recapitalization will also give the company access to new
capital market investors and reduce its ownership concentration
with the repurchase of a portion of its convertible debt.

Moody's said that CNO's ratings reflect the company's good
earnings and capitalization. CNO also benefits from its good
captive distribution force at Bankers Life as well as its
strategic focus on the less crowded and less ratings sensitive
"middle America" market -- seniors and middle income individuals -
where the company has demonstrated success. According to Moody's,
CNO also has a good quality and liquid investment portfolio.

Commenting on the challenges facing CNO, the rating agency said
that the weak economy and the current low interest rate
environment will continue to present headwinds for the company.
Furthermore, CNO's business profile is constrained by its somewhat
limited market presence, and the company will need to remain
disciplined in re-pricing its book of long term care insurance. In
addition, CNO will have to balance capital growth and policyholder
needs with shareholder friendly activities including its increased
level of share repurchases and common stock dividends. Also,
although CNO is making progress in settling certain class action
litigation at Conseco Life Insurance Company (CLIC), a non-core
subsidiary, uncertainty remains regarding the ultimate resolution.

According to Moody's, the following could result in an upgrade of
CNO's and its operating subsidiaries' (other than CLIC) ratings:
1) sustained annual run-rate consolidated statutory EBIT of at
least $400 million; 2) earnings coverage of five times; and 3)
resolution of class action litigation. Conversely, the following
could result in a downgrade of CNO's and its operating
subsidiaries' (except for CLIC) ratings: 1) statutory EBIT of less
than $275 million; 2) earnings coverage of less than three times;
or 3) a consolidated NAIC RBC ratio (without diversification
benefit) of less than 300%.

Given CLIC's effective runoff status and low capitalization, an
upgrade is unlikely. CLIC's ratings could be downgraded if: the
NAIC RBC ratio falls below 150% or the company is unable to
implement price increases in the block of non-guaranteed element
(NGE) related business.

The following ratings have been assigned with a stable outlook:

CNO Financial Group, Inc. - $250 million four year senior secured
term loan facility at Ba3; $400 million six year senior secured
term loan facility at Ba3; $250 million private offering of new
senior secured notes due 2020 at Ba3; $50 million three year
unfunded secured revolving credit facility at Ba3; and corporate
family rating (CFR) at Ba3.

CNO Financial Group, which is headquartered in Carmel, Indiana, is
a specialized financial services holding company that operates
primarily in the life and health insurance sectors through its
subsidiaries. As of June 30, 2012, CNO reported total assets of
approximately $33 billion and shareholders' equity of $4.9
billion.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Life Insurers published in May 2010.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


CNO FINANCIAL: S&P Gives 'B+' Rating on $250MM Sr. Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue level
rating to CNO Financial Group Inc.'s (CNO) $250 million senior
secured notes due 2020. The company expects to use the proceeds to
repay an existing credit facility and for refinancing. "At the
same time, we assigned our preliminary 'B+' issue-level rating
(the same as on the existing facility) to CNO's $250 million
senior secured term loan due in 2016 and to the $400 million
senior secured term loan due in 2018. All ratings are subject to
review upon receipt of final documentation. In addition, we
assigned our preliminary 'B+' issue-level rating to CNO's proposed
$50 million senior secured revolving credit facility," S&P said.

"We believe this will provide CNO with modest improvements in
financial flexibility by extending maturities out several years,
with the next large obligation ($379 million) due in September
2018," said Standard & Poor's credit analyst Kevin Maher. "These
actions will provide adequate cushion above covenants on the new
senior secured credit agreement. Capital and earnings are the key
covenants that could come under pressure. We believe that
operating company's fundamentals should support the growth of
capital and maintain a cushion above the covenants over the next
several years, absent any further significant investment losses or
unexpected declines in the good operating performance."

"The refinancing transactions will repay the senior credit
facility ($224 million outstanding) due in 2016, $275 million of
9% senior secured notes due 2018, and repurchase approximately
$200 million (for $334 million) of 7% convertible senior notes due
2016 from entities affiliated with Paulson & Co. CNO will
refinance these with a $250 million four-year term loan, a $400
million six-year term loan, and this $250 million note issuance,"
S&P said.

"The primary sources of cash at the holding company are dividends
from the operating companies, interest on surplus debentures, and
management and investment fees. Financial leverage will be less
than 24% and EBITDA fixed-charge coverage should be about 7x
following the close of all the refinancing transactions in
September 2012. We do not expect overlap of existing debt and
refinanced debt by more than a month. We consider CNO's core
operating companies' risk-adjusted capitalization to be a ratings
weakness as measured by our capital model," S&P said.

RATINGS LIST

CNO Financial Group Inc.
Counterparty Credit Rating
  Local Currency                        B+/Positive/--

New Rating
CNO Financial Group Inc.
$250 mil sr sec notes due Sept 2020    B+

Preliminary Rating Assigned
CNO Financial Group Inc.
$250 mil sr sec term due 2016          B+(Prelim)
$400 mil sr sec term due 2018          B+(Prelim)
$50 mil sr sec revolver                B+(Prelim)


CNO FINANCIAL: Recapitalization Plan Cues Fitch to Affirm Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings assigned to CNO Financial
Group, Inc. and its core insurance subsidiaries. The Rating
Outlook is Stable.

The affirmation follows CNO Financial's announcement of a new plan
to recapitalize the holding company. Fitch views the plan as
another positive step in the evolution of the company's financial
profile.  However, Fitch also notes the expense and increased
financial leverage from repurchasing a portion of the convertible
securities.  Fitch estimates the financial leverage ratio will
increase to 21% on a pro forma basis from 16.7% at June 30, 2012.

The plan CNO Financial proposes will accomplish several
improvements in the company's financial profile including:

  -- Will lower ongoing cost of capital based on improvements in
     market conditions and the company's financial profile since
     the existing facilities were established in 2009;
  -- Will improve debt maturity distribution by extending out the
     company's near-term maturities;
  -- Will reduce uncertainty in the market related to the existing
     convertible securities.

Fitch expects to rate the new debt proposed in the
recapitalization plan once final terms and conditions have been
negotiated.  Covenants are expected to be similar to those in the
current bank facility.  Based on currently proposed terms, Fitch
expects the ratings on the new facilities to be same as the
existing facilities of the same type.

CNO Financial's financial profile continues to improve and exhibit
the characteristics that led to an upgrade of the company's
ratings in February 2012.  First half 2012 GAAP net income
improved by 36% over the prior year, although improvement in the
second half will be affected by charges related to the recently
announced recapitalization plan.  Likewise statutory earnings for
CNO Financial improved to $198 million for first half 2012, which
was an 18% increase over the prior year.

Total adjusted statutory capitalization (TAC) of $1.8 billion at
June 30, 2012 was up $86 million or 5% from year-end 2011 while
RBC was up 15 percentage points using Fitch's estimation methods
at about 355% at June 30, 2012.  Operating leverage of
approximately 12.8 times (x) at June 30, 2012 also improved from
13.4x at year-end 2011.  Fitch believes the company will continue
to make incremental improvements in capital as it generates good
statutory earnings.

Key rating triggers that could lead to an upgrade include:

  -- Continued generation of stable earnings free of significant
     special charges;
  -- Expansion of cushion versus existing covenant requirements or
     refinancing of the senior secured notes to create a debt
     profile consistent with peer life insurance companies;
  -- Maintaining increased GAAP interest coverage ratio and NAIC
     RBC above 6x and 350%, respectively.

Key rating triggers that could lead to a downgrade include:

  -- Combined NAIC RBC ratio less than 300% and operating leverage
     above 20x;
  -- Deterioration in operating results;
  -- Significant increase in credit-related impairments in 2012;
  -- Financial leverage above 30% and TFC above 0.65x.

Fitch has affirmed the following ratings:

CNO Financial Group, Inc.

  -- Issuer Default Rating at 'BB-';
  -- $293 million 7% due Dec. 30, 2016 at 'B+'.
  -- Senior secured bank credit facility ($224 million outstanding
     at June 30, 2012) due Sept. 30, 2016 at 'BB';
  -- $275 million senior secured note 9% due Jan. 15, 2018 at
     'BB'.

Bankers Life and Casualty Company
Bankers Conseco Life Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

  -- Insurer Financial Strength (IFS) at 'BBB'.

Conseco Life Insurance Company

  -- IFS at 'BB+'.

The Rating Outlook is Stable.


DEWEY & LEBOEUF: 2 Manhattan Judges Disagree on Recovery of Fees
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two federal district judges sitting in the same
Manhattan courthouse disagree on whether a defunct law firm is
entitled to recover hourly fees clients pay to law firms that take
over unfinished business.  The outcome may affect the pending
settlement with partners of Dewey & LeBoeuf LLP.

According to the report, this week U.S. District Judge William H.
Pauley III ruled in a case involving Thelan LLP that hourly fees
earned on unfinished business by a new law firm are not property
of the defunct firm.  Judge Pauley disagreed with a decision in
May by U.S. District Judge Colleen McMahon who ruled in the
liquidation of Coudert Brothers LLP that fees earned on unfinished
business belong to the liquidated firm.

The report relates that because the case involves unresolved New
York and California law, Judge Pauley is allowing the parties to
take an immediate appeal to the Court of Appeals without waiting
for a final ruling in the lawsuits.  The appeals court in turn may
ask the highest state courts in New York and California to rule on
the controlling state law issues.  Judge Pauley's case involved
Thelen, a firm that filed for Chapter 7 liquidation in 2009.
Beforehand, the Thelen partners signed a so-called Jewel waiver
where they agreed not to invoke a California state court decision
saying that fees earned at the new law firm on unfinished business
must be paid to the defunct firm.

The report notes that the trustee filed lawsuits against two firms
who took in Thelen partners.  The trustee contended that the Jewel
waiver was a fraudulent transfer of firm property.  Pauley
disagreed in large part.  With regard to a New York firm, Seyfarth
Shaw LLP, Pauley concluded that New York, not California, law
governed.  He proceeded to rule that Jewel is not law in New York
with regard to unfinished business billed at hourly rates.  He
said that compelling lawyers at the new firm to turn over hourly
fees would be an "expansion" of New York law and would violate
"public policy against restrictions on the practice of law."

The Bloomberg report discloses that if unfinished business were
property of the defunct law firm, pending matters could be sold by
a bankruptcy trustee.  Selling cases, in Judge Pauley's view,
would violate New York ethics rules for lawyers.  The case
involving Robinson & Cole LLP presented a somewhat different
picture.  The Robinson firm agreed that California law applied.
Pauley concluded that the Jewel decision is no longer good law in
California because the state adopted amended partnership law in
1994.  The new law, Pauley said, means that the Robinson firm can
retain "reasonable compensation" for completing unfinished
matters.  Judge Pauley didn't dismiss the suit, as he did with the
Seyfarth case, because it would be necessary under California law
to decide if Robinson received more than "reasonable
compensation."  In July, McMahon allowed parties in the Coudert
case to go immediately to the appeals court.  Presumably, the
appeals court will hear the Thelen and Coudert cases together.

Judge Pauley's case is Geron v. Robinson & Cole LLP, 11-cv-8967,
U.S. District Court, Southern District of New York (Manhattan).

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

                         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.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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


DIGICEL GROUP: Fitch Rates Proposed $700-Mil. Notes 'B-/RR5'
------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5(exp)' rating to Digicel Group
Limited's (DGL) proposed US$700 million senior notes due 2020.
Proceeds from the issuance are expected to be used to refinance
DGL's 9.125% senior notes due 2015, and to partially refinance
DGL's existing 8.875% senior notes due 2015, improving the debt
maturity profile.  Securities rated 'RR5' have below average
recovery prospects, given default and characteristics consistent
with securities historically recovering 11% - 30% of current
principal and related interest.

Digicel's ratings reflect a strong operating performance,
diversified revenue, free cash flow (FCF) generation and
expectation for stable credit metrics.  In addition, the ratings
are supported by its position as the leading provider of wireless
services in most of its markets, and strong brand recognition.
Digicel's credit quality is tempered by continued high leverage,
medium term refinancing risk, and exposure of operations to low
rated countries.

Under Fitch's approach to rating entities within a corporate group
structure, the IDRs of DGL, Digicel Limited (DL) and Digicel
International Finance Limited (DIFL) are the same and viewed on a
consolidated basis as they have a weaker parent and the degree of
linkage between parent and subsidiaries is considered strong.  For
issue ratings, Fitch rates debt at DIFL one notch higher than its
parent DL, reflecting the company's above average recovery
prospects.  DL's ratings reflect the increased burden the DGL
subordinated notes place on the operating assets and the loss of
financial flexibility.  The ratings of DGL incorporate their
subordination to debt at DIFL and DL, as well as the subordinated
notes' below-average recovery prospects in the event of default.

New Jamaica Regulation and Manageable Taxes:

Leverage is not expected to materially change considering the
effect on EBITDA of new regulation and taxes in Jamaica.  Fitch
views the recent cut in mobile termination rates in Jamaica and
the introduction of tax for incoming international calls and
outgoing domestic calls to have a negative effect of approximately
US$25 million in EBITDA for fiscal-year (FY)2013.  This effect is
expected to be offset by continued growth from Haiti and Papua New
Guinea (PNG).  After the acquisition of Voila, Haiti revenues
continue to grow by 25% (10% organically) when compared to the
quarter ended June 30 of the last year.

Acquisitions Improving Competitive Position:

Fitch views the recent acquisitions of Voila in Haiti and the
transaction with America Movil, where the El Salvador leg is
pending on regulatory approval, to strengthen the company's
competitive position in its top markets, Jamaica and Haiti.  In
addition, 33.9% investment in M-Via (Rebranded to Boom Financial)
for US$15 million, can help the company explore further financial
services in the future.  Digicel is also focusing on diversifying
its revenues by targeting information and communications
technology and telecommunications (ICT) services for business and
corporate customers.  For this reason, they acquired a 51%
ownership in Nextar based in Puerto Rico on February of 2011, and
in October of 2010 acquired a 100% ownership in Data Nets based in
Papua New Guinea (PNG).

Over the past several years, DGL has diversified its cash flow
generation and asset base leading to lower business risk.
Additionally, growth in EBITDA from PNG should further diversify
cash flow generation from Jamaica and Haiti in the coming years as
cash flow coming from these two countries remains material at an
estimated 40%.  Positively, Digicel Pacific Limited (DPL), a
subsidiary of DGL, has continued growing and is now generating
positive free cash flow, underpinned by PNG which is now able to
pay dividends to DGL after dividend blockers have been removed.
For the 12 months ended June 30, 2012 DPL contributed
approximately 21% of DGL's EBITDA.  The most important
contributors to DGL's EBITDA are Jamaica, Haiti, PNG, Trinidad &
Tobago and French West Indies (FWI).

Lower capital expenditures (capex) should have a positive effect
on free cash flow (FCF) in the medium term amid a stable dividend
policy of US$40 million per year.  DGL paid a US$300 million
special dividend during the first quarter of FY2013.  Fitch
expects positive FCF in the coming years, in the absence of
special dividends, as funds from operations (FFO) modestly grows
and capex peaks in FY2012 as the company does more of its
4G(HSPA+) rollouts. Capex to revenue ratio approached 17.5% during
FY2012 and is expected to trend towards 10% in the next few years.
Fitch notes that capex may increase from the previous estimates if
the company elects to do 4G LTE rollouts in the coming years.
Digicel expects that for the near future the company will not
raise its 42.52% (44.97% including warrants) stake in Digicel
Holdings Central America Limited (DHCAL), which now only remains
with the operation in Panama after the deal with America Movil.

Leverage at DGL remains high but is expected to gradually decline
in the medium term, as EBITDA grows and indebtedness remains
relatively stable.  As of June 30, 2012 and last twelve months
EBITDA, total debt to EBITDA was 4.6 times (x) and net debt to
last twelve months EBITDA was 4.2x.  Total debt of June 30, 2012
was approximately US$4.9 billion and cash balances amounted to
US$343 million.  Total consolidated debt is allocated as follows:
US$2,190 million at DGL, US$1,560 million at DL, US$912 million at
DIFL and US$211 million at DPL.

Short-term liquidity is manageable. DGL faces debt maturities of
US$104 million up to the end of FY2013, with cash balances of
US$343 million as of June 30, 2012.  Digicel has refinancing needs
in fiscal years 2014 and 2015.  The company faces bullet
maturities at DL of US$510 million in April 2014 and at DGL of
US$1.4 billion in notes maturing January 2015 which are partially
being addressed with the use of proceeds of the proposed issuance.
Inability to refinance in advance these maturities will pressure
liquidity and the ratings.

Key Rating Drivers:

A negative rating action could be triggered if consolidated
leverage at DGL approaches 6.0 times (x).  The inability to
refinance in advance sizeable bullet maturities -- especially
those due in 2014 or 2015 -- could also lead to a rating action.
Short term upside potential is limited, however positive factors
for credit quality would be a sustained reduction in leverage at
DGL to about 4.0x or below and an increase in free cash flow
generation.

Fitch currently rates DGL, DL and DIFL as follows:

DGL

  -- Long term Issuer Default Rating (IDR) 'B'
  -- US$1 billion 8.875% senior subordinated notes due 2015
     'B-/RR5';
  -- US$415 million 9.125/9.875% senior subordinated toggle notes
     due 2015 'B-/RR5';
  -- US$775 million 10.5% senior subordinated notes due 2018 at
     'B-/RR5'.

DL

  -- Long term IDR 'B';
  -- US$800 million 8.25% senior notes due 2017 'B/RR4';
  -- US$510 million 12% senior notes due 2014 'B/RR4';
  -- US$250 million 7% senior notes due 2020 'B/RR4'.

DIFL

  -- Long-term IDR 'B'
  -- Senior secured credit facility 'B+/RR3'.

The Rating Outlook is Stable.


DJO FINANCE: Moody's Lowers Corp. Family Rating to 'B3'
-------------------------------------------------------
Moody's Investors Service downgraded DJO Finance LLC's Corporate
Family and Probability of Default Ratings to B3 from B2. Moody's
also downgraded the ratings on DJO's senior secured credit
facilities to Ba3 from Ba2, second lien notes to B3 from B2,
senior unsecured notes to Caa1 from B3, and subordinated notes to
Caa2 from Caa1. The rating outlook was changed to stable from
negative. The Speculative Grade Liquidity Rating was affirmed at
SGL-3.

The downgrade of the Corporate Family and Probability of Default
Ratings reflects Moody's expectation that given the reduction in
the expected pace of earnings improvement, the company's near-to-
intermediate-term credit metrics are unlikely to improve to levels
that Moody's had previously expected and which would have
supported the previous rating. Moody's anticipates DJO's adjusted
financial leverage for fiscal 2012 to be between 7.5 and 8.0
times.

Moody's acknowledges the progress DJO has made in enhancing
organic revenue growth through innovative new product launches,
while also improving expense management and earnings quality
through the reduction of non-recurring and integration charges.
However, the company has faced a number of recent headwinds within
the Recovery Sciences division, including a drop in reimbursement
for one of its Empi products (i.e. TENS) and reduced traffic in
physical therapy clinics which have constrained segment growth.

Following is a summary of Moody's rating actions.

Ratings downgraded:

DJO Finance LLC:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3 from B2

$100 million first lien senior secured revolver expiring 2017, to
Ba3 (LGD 2, 17%) from Ba2 (LGD 2, 17%)

$400 million first lien senior secured term loan B-2 due 2016, to
Ba3 (LGD 2, 17%) from Ba2 (LGD 2, 17%)

$455 million first lien senior secured term loan B-3 due 2017, to
Ba3 (LGD 2, 17%) from Ba2 (LGD 2, 17%)

$230 million second lien senior secured notes due 2018, to B3
(LGD 3, 47%) from B2 (LGD 3, 47%)

$468 million 10.875% senior unsecured notes due 2014, to Caa1
(LGD 5, 73%) from B3 (LGD 5, 73%)

$300 million 7.75% senior unsecured notes due 2018, to Caa1 (LGD
5, 73%) from B3 (LGD 5, 73%)

$300 million 9.75% senior subordinated notes due 2017, to Caa2
(LGD 6, 93%) from Caa1(LGD 6, 93%)

Ratings affirmed:

Speculative Grade Liquidity Rating, SGL-3

The rating outlook was changed to stable from negative.

Ratings Rationale

DJO's B3 Corporate Family Rating reflects the company's very high
financial leverage, limited coverage of interest expense and
modest free cash flow. Moody's expects the company's near-term
financial metrics to remain weak, despite gradual improvement due
to higher EBITDA contributions from newly launched products and
cost savings related to recent acquisitions and ongoing expense
management initiatives. Furthermore, over the past several
quarters, the company has experienced declining gross margins,
primarily due to a shift in its sales mix. The company's EBITDA
margins have declined over the past several quarters due to the
company's ongoing investments in new products, and Moody's expects
new product launches to contribute to DJO's revenue growth over
the near-to-intermediate-term. The ratings are supported by DJO's
solid scale and market position across many of the company's
product lines, good customer and geographic diversification and
favorable industry and demographic trends.

The stable outlook reflects Moody's expectation that while near-
term credit metrics will remain weak as a result of the company's
high financial leverage, revenue and EBITDA growth will show
steady improvement over the next twelve to eighteen months. The
outlook also incorporates Moody's expectation that the company
will maintain an adequate liquidity profile.

The ratings could be upgraded if top-line and EBITDA growth
improves credit metrics, and Moody's expects adjusted debt to
EBITDA and EBIT coverage of interest to improve to approximately
6.0 times and above 1.25 times on a sustained basis, respectively.

The ratings could be downgraded if downward pressure on EBITDA
accelerates such that leverage increases, or if operating margins,
cash flow, or liquidity deteriorate. In addition, the ratings
could be lowered if the company engages in material debt-financed
acquisitions.

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

Based in Vista, California, DJO Finance LLC ("DJO") is a
developer, manufacturer and distributor of medical devices that
provide solutions for musculoskeletal health, vascular health and
pain management. The company also develops, manufactures and
distributes a broad range of reconstructive joint implant
products. The company's products are used to treat patients with
musculoskeletal conditions resulting from degenerative diseases,
deformities, traumatic events and sports related injuries. Many of
the company's non-surgical devices are also used by athletes and
individuals for injury prevention and at home physical therapy
treatment. DJO is owned by private equity sponsors Blackstone
Management Partners V L.L.C. For the twelve months ended June 30,
2012, DJO generated net sales of approximately $1.1 billion.


DYNEGY HOLDINGS: Court Confirms Plan of Reorganization
------------------------------------------------------
Dynegy Inc. and Dynegy Holdings, LLC disclosed that the Honorable
Cecelia G. Morris of the United States Bankruptcy Court for the
Southern District of New York confirmed the Dynegy and Dynegy
Holdings Joint Chapter 11 Plan of Reorganization.

After a hearing on Sep. 5, 2012, the Court ruled that Dynegy and
Dynegy Holdings had met all requirements to confirm the Plan.  The
Court's confirmation sets the stage for Dynegy to emerge from
bankruptcy as planned on or prior to Oct. 1, 2012.  Prior to
emergence, Dynegy Holdings will merge with and into Dynegy Inc.
with Dynegy Inc. being the surviving company.  The Plan
substantially strengthens Dynegy's balance sheet by converting
approximately $4 billion of senior and subordinated debt into
equity.  Dynegy is seeking to have the common stock and warrants
that will be issued pursuant to the Plan listed on the New York
Stock Exchange following emergence.

"Our renewed financial strength and flexibility positions us well
in September 6 challenging power markets," said Robert C. Flexon,
Dynegy President and Chief Executive Officer.  "We appreciate the
focus and commitment of our employees, and all of the stakeholders
involved throughout the restructuring process.  We're excited for
our future and the combination of our motivated employees, high-
quality assets and financial strength provides the foundation for
success in the days to come."

                            About Dynegy

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

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

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

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

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

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

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


EPICEPT CORP: Myrexis Terminates License and Collaboration Pact
---------------------------------------------------------------
EpiCept Corporation received notice of termination of the License
and Collaboration Agreement, dated Nov. 19, 2003, with Myriad
Genetics, Inc. (which subsequently transferred its interest to
Myrexis, Inc.), Maxim Pharmaceuticals, Inc., and Cytovia, Inc.,
which was subsequently assigned to the Company.  The termination
became effective on Aug. 28, 2012.

Myrexis has elected to terminate its efforts to develop and
commercialize any product, including its drug candidate Azixa, in
any major market as those products and markets are defined in the
License Agreement.  As a result of the termination of the
agreement, all rights and licenses granted under the agreement by
the Company to Myrexis will terminate and revert to the Company.

The Company has 30 days from the date of the notice of termination
to notify Myrexis of its interest, or lack thereof, in negotiation
for the Myriad Technology License as set forth in the License
Agreement.

Under the License Agreement, the Company licensed the MX90745
series of caspase-inducer anti-cancer compounds, including Azixa,
to Myrexis.  Under the terms of the agreement, the Company granted
to Myrexis a research license to develop and commercialize any
drug candidates from the series of compounds with a non-exclusive,
worldwide, royalty-free license, without the right to sublicense
the technology.  Myrexis was responsible for the worldwide
development and commercialization of any drug candidates from the
series of compounds.  The Company also granted to Myrexis a
worldwide royalty bearing development and commercialization
license with the right to sublicense the technology.  In February
2012, Myrexis suspended development activities of all its
preclinical and clinical programs in oncology and autoimmune
diseases, and in May 2012 stated that it is focused on the
identification, evaluation and acquisition of appropriate
commercial-stage assets.

                      About EpiCept Corporation

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

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

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

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.


FLETCHER INTERNATIONAL: Judge Orders Ch. 11 Trustee Appointment
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Robert E. Gerber on Wednesday ordered the appointment of a
Chapter 11 trustee in Fletcher International Ltd.'s Chapter 11
case, rejecting a stakeholder's argument that an examiner, if
anything, is more appropriate at this point.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


GAMETECH INTERNATIONAL: U.S. Trustee Appoints 3-Member Committee
----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
persons to serve in the Official Committee of Unsecured Creditors
in the Chapter 11 cases of GameTech International, Inc., et al.

The Committee members are:

      1. Gaming Laboratories International, LLC
         Attn: Bruce A. Hecht
         600 Airport Rd.
         Lakewood, NJ 08701
         Tel: (732) 942-3999
         Fax: (732) 943-1395

      2. Primesoft Solutions Inc.
         Attn: Peter Marshall
         734 Saddlewood Dr.
         Wauconda, IL 60084
         Tel: (224) 217-7603
         Fax: (847) 456-4740

      3. OEM-Tech Company
         Attn: Charles R. Estes
         650 Murray Hill Rd.
         Hill, NH 03243
         Tel: (603) 934-3053

                   About GameTech International

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

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

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


GAMETECH INTERNATIONAL: Panel Taps Klehr Harrison as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of GameTech International, Inc., et al., asks the
U.S. Bankruptcy Court for the District of Delaware for
authorization to retain Klehr Harrison Harvey Branzburg LLP as
counsel to the Committee nunc pro tunc to Aug. 13, 2012.

Klehr Harrison, among others, will:

  a) advise the Committee with respect to its rights, powers and
     duties in the Debtors' cases;

  b) assist, advise and represent the Committee in analyzing the
     Debtors' assets and liabilities, investigating the extent and
     validity of liens and participating in and reviewing any
     proposed asset sales or dispositions;

  c) attend meetings and negotiate with the representatives of the
     Debtors and secured creditors; and

  d) assist and advise the Committee in connection with any
     proposed sale of the Debtors' assets.

To the best of the Committee's knowledge, information and belief,
Klehr Harrison does not have any connection with or represent any
adverse interest to the Debtors, their creditors or any other
party-in-interest, their respective attorneys and accountants, the
United States Trustee, and any person employed in the office of
the United States Trustee.

Klehr Harrison's normal hourly rates are:

     Partners       $350-$700
     Associates     $225-$365
     Paralegals     $140-$245

The principal attorneys and paralegal at Klehr Harrison designated
to represent the Committee and their hourly rates are:

     Richard M. Beck, Esq. (partner)       $550
     Sally E. Veghte, Esq. (associate)     $290
     Chadd Fitzgerals (paralegal)          $150

                   About GameTech International

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

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

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




GAMETECH INT'L: Committee Says DIP Loans Should Allow Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors in GameTech
International Inc., et al.'s Chapter 11 cases says the Itkis
Trust, the proposed DIP lender, should not be given unnecessary
protections and controls over the financing that only favor the
Itkis Trust's agenda and that unnecessarily impact the Debtors'
ability to pursue the best result for their creditors.

The Debtors are seeking to obtain approval of DIP financing in the
maximum amount of $2.5 million to be extended by the Itkis Trust.
In connection with the DIP Motion, the Itkis Trust will also
consent to continued use of its cash collateral.  The DIP
financing has been approved on an interim basis.  The final DIP
hearing was scheduled Sept. 6.

The Committee in its limited objection points out that under the
proposed asset sale terms with the Itkis Trust's affiliate, the
DIP financing will be repaid out the cash consideration in
connection with the proposed sale. The DIP Motion does not permit
any other repayment of the DIP financing.

The proposed DIP financing will remain in place during the
pendency of the asset sale.  To the extent the sale to the Itkis
Trust's affiliate is terminated or withdrawn, the DIP financing
will terminate.  In addition, among other events of default, the
Debtors will be in default of the DIP financing to the extent they
file any plan of reorganization that has not been consented to in
writing by the Itkis Trust.

The Debtors will be permitted to use the DIP financing to fund the
operating budget that they appended to the DIP Motion, with a 10%
variance on revenues and expenses.  Under the Budget, the Debtors
do not expect to draw on the available DIP financing until the
week of Oct. 14.  The Debtors are not permitted, however, to use
any cash generated from their operations to repay the DIP
financing.  Under the Debtors' proposed sale, all cash and cash
equivalents of the Debtors will be acquired by the Itkis Trust's
affiliate, or the prevailing bidder.  If a third-party bidder
prevails in connection with the Debtors' asset sale, the
DIP financing will be repaid in cash from the sale proceeds.

Yuri Itkis acquired the rights of U.S. Bank N.A. and Bank of the
West under separate prepetition transactions with the Debtors.  As
of the petition date, GameTech owed $15.64 million under the U.S.
Bank loans plus accrued and unpaid interest of $424,980 through
July 2, 2012.  Interest on the loans accrues at not less than
$6,405 per day.  The Debtors also owed $440,000 including accrued
and unpaid interest of $6,743 through July 2 under prepetition
Swap transactions with U.S. Bank.  Bank of the West participated
in the Swap transactions.  The Debtors' obligations under the
loans are secured by the Debtors' assets.

                   About GameTech International

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

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

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


GARMAN PROPERTIES: Case Summary & 17 Unsecured Creditors
--------------------------------------------------------
Debtor: Garman Properties, LLC
        P.O. Box 598
        Angola, IN 46703

Bankruptcy Case No.: 12-12919

Chapter 11 Petition Date: September 1, 2012

Court: U.S. Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: E. Foy McNaughton, Esq.
                  330 Intertech Parkway, 3rd Floor
                  Angola, IN 46703
                  Tel: (260) 243-6494
                  Fax: (888) 449-3570
                  E-mail: efoymcnaughton@gmail.com

Scheduled Assets: $1,024,555

Scheduled Liabilities: $2,412,232

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/innb12-12919.pdf

The petition was signed by Stephen L. Garman, managing member.


GENIE ENERGY: Extends Exchange Offer & Waiver of Minimum Condition
------------------------------------------------------------------
Genie Energy Ltd., disclosed that the expiration date for its
pending exchange offer of up to 8,750,000 shares of Class B Common
Stock for shares of Series 2012-A Preferred Stock on a one for one
basis, has been extended to, Sep. 25, 2012 at 5:00 p.m., New York
City time.  On the expiration date, all validly tendered shares of
Genie Class B Common Stock not previously withdrawn will be
accepted for exchange pursuant to the terms of the exchange offer.

Genie also discloses that it is waiving the condition that in
order to consummate the offer to exchange at least 4,375,000
shares of Class B Common Stock be tendered and not properly
withdrawn in the exchange offer.  The Company intends to list the
newly issued preferred stock on the NYSE or, depending on the
volume of shares issued in the exchange offer, another securities
exchange or in the over-the-counter market.

Genie has been advised that, as of 5:00 p.m. New York City time on
Sep. 4, 2012, 468,813 shares of Class B Common Stock had been
tendered for exchange.

                      About Genie Energy Ltd.

Genie Energy Ltd. -- http://www.genie.com/-- is comprised of IDT
Energy and Genie Oil and Gas (GOGAS).  IDT Energy is a retail
energy provider (REP) supplying electricity and natural gas to
residential and small business customers in the Northeastern
United States.  GOGAS is pioneering technologies to produce clean
and affordable transportation fuels from the world's abundant oil
shale and other unconventional fuel resources. GOGAS resource
development projects include oil shale initiatives in Colorado and
Israel.


HANNA HEIGHTS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Hanna Heights, L.L.C.
        6416 Pacific Highway E.
        Fife, WA 98424-1561

Bankruptcy Case No.: 12-46098

Chapter 11 Petition Date: August 31, 2012

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

Judge: Paul B. Snyder

Debtor's Counsel: Brett L. Wittner, Esq.
                  KENT & WITTNER PS
                  4301 S. Pine, Suite 629
                  Tacoma, WA 98409
                  Tel: (253) 473-7200
                  E-mail: brett@kentwittnerlaw.com

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

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

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

The petition was signed by Thomas W. Price, member of Prium
Companies, LLC.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Hyun J. Um                            10-48731            08/17/10
Thomas W. Price                       10-48732            08/17/10


HD SUPPLY: Incurs $56 Million Net Loss in Second Quarter
--------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $56 million on $2.05 billion of net sales for the three months
ended July 29, 2012, compared with a net loss of $101 million on
$1.87 billion of net sales for the three months ended July 31,
2011.

The Company reported a net loss of $416 million on $3.89 billion
of net sales for the six months ended July 29, 2012, compared with
a net loss of $265 million on $3.48 billion of net sales for the
six months ended July 31, 2011.

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at July 29, 2012, showed $6.63 billion
in total assets, $7.47 billion in total liabilities, and a
$834 million total stockholders' deficit.

"Over the last two years, we've experienced substantive net sales
and Adjusted EBITDA growth, and that trend has continued into the
first half of fiscal 2012," stated Joe DeAngelo, CEO of HD Supply.
"We've created new, sustainable revenue opportunities with
existing and new customers that have become key drivers for our
continued growth."

Mr. DeAngelo added, "We're excited with the recent purchase of
Peachtree Business Products, a niche, bolt-on acquisition that
brings even further scale and product depth for our Facilities
Maintenance business.  As we seek to grow our business in both
organic and inorganic ways, our focus remains relentless on
deepening our customers' experience and relationships."

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

                        http://is.gd/qvFxG2

                         About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                           *     *     *

As reported by the TCR on March 30, 2012, Moody's Investors
Service upgraded HD Supply, Inc.'s Corporate Family Rating to Caa1
from Caa2 and its Probability of Default Rating to Caa1 from Caa2.
This rating action reflects improvement in the company's
operations and improved credit metrics.  Also, HDS is implementing
a refinancing of its existing capital structure which will extend
its maturity profile effectively by one year to 2015.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HECKMANN CORP: Moody's Reviews 'B3' Corp Family Rating for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Heckmann Corp.
under review for upgrade. The rating review follows the
announcement on September 4, 2012, of an agreement for Heckmann, a
US-based environmental services company, to acquire and merge with
privately held peer Power Fuels in a stock and debt funded
transaction. The merger is subject to customary approvals and is
expected to close in the fourth quarter 2012. Moody's plans to
conclude its review on or before the date the transaction closes.

Ratings:

Corporate family, placed under review for upgrade from B3

Probability of default, placed under review for upgrade from B3

$250 million senior unsecured notes, placed under review for
upgrade from Caa1, LGD4, 65%

Speculative grade liquidity, unchanged at SGL-3

Ratings Rationale

Heckmann is acquiring similarly-sized PF at a 1.8x debt/EBITDA
multiple (based on the company disclosed LTM 6/30/12 $155 million
EBITDA and estimated $295 million debt) which should have a
favorable impact on Heckmann's existing high leverage level.

The review for upgrade will consider the resulting corporation's
scale and geographic diversification, profitability, growth
opportunities, and cash flow generation on a going forward basis.
Moody's will also consider the potential impact the planned
management changes may have on the company, the planned capital
structure and funding issues and their implications on instrument
ratings under Moody's Loss Given Default methodology.

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

Heckmann Corporation provides water services for shale oil and gas
exploration, including water disposal, trucking, fluids handling,
treatment and pipeline transport facilities, and water
infrastructure services for oil and gas exploration and production
companies. The company also provide collection and recycling
services for waste products, including used motor oil, wastewater,
spent antifreeze, used oil filters and parts washers. Revenues in
the twelve months ending June 30, 2012, were about $245 million.


HIGH PLAINS: Incurs $23.3 Million Net Loss in Second Quarter
------------------------------------------------------------
High Plains Gas, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $23.31 million on $6.24 million of total revenue for the three
months ended June 30, 2012, compared with a net loss of $11.80
million on $3.37 million of total revenue for the same period
during the prior year.

The Company reported a net loss of $29.17 million on $14.18
million of total revenue for the six months ended June 30, 2012,
compared with a net loss of $18.78 million on $7.40 million of
total revenue for the same period a year ago.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $10.26
million in total assets, $40.42 million in total liabilities and a
$30.16 million total stockholders' deficit.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the ear
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.

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

                        http://is.gd/mIbk9Z

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.


HILAND PARTNERS: Moody's Assigns 'B1' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) to Hiland Partners, LP and assigned a B3 rating to the
partnership's proposed $350 million senior unsecured notes due
2020. Hiland Finance Corp., a wholly-owned subsidiary of Hiland is
a co-issuer of the notes. The net proceeds will be used to reduce
the outstandings under the partnership's senior secured credit
facility. Moody's also assigned a Probability of Default Rating
(PDR) of B1 and a SGL-3 Speculative Grade Liquidity (SGL) rating.
The outlook is stable.

"We view Hiland as an emerging and evolving midstream energy
limited partnership," commented Stuart Miller, Moody's Vice
President and Senior Credit Officer. "Hiland's small scale and
exposure to commodity prices are balanced by the benefits of being
owned by Harold Hamm and its business relationship with
Continental Resources -- one of the leading independent energy
companies in the US."

Ratings Rationale

The B1 CFR is supported by the partnership's first-mover position
within the Bakken Shale, a rapidly expanding play where there is
high demand for midstream infrastructure development. The
partnership's practice of retaining and reinvesting its cash flow
from operations without distributions to its owners is a strong
credit positive. Hiland's rating also reflects the significant
acreage dedications from Continental Resources, Inc. (CLR, Ba2
stable), the largest acreage holder in the Bakken Shale. In
addition, Hiland benefits from its ownership by Harold Hamm, the
Chairman and controlling equity holder of CLR and Hiland. Although
corporate governance require that the two companies operate
independently and on an arms-length basis, Hiland's relationship
with Harold Hamm provides unique and valuable insight into the
development of the Bakken Shale by all of the producers active in
the play including CLR. Mr. Hamm's personal net worth and track
record of supporting Hiland with periodic equity infusions are
also important ratings considerations. The partnership's rating is
restrained by its small scale, high exposure to commodity price
fluctuations, and high leverage.

Roughly 80% of Hiland's earnings are derived from its operations
in the Bakken Shale with the remainder generated by legacy assets
in Oklahoma. In the Bakken Shale, Hiland has over 1,000 miles of
gas gathering lines along with three natural gas plants, and two
natural gas liquids fractionators. Hiland also has about 570 miles
of crude gathering lines, 320,000 bbls of crude oil storage, and
18 oil truck loading stations making the partnership one of the
largest gathers of natural gas and crude oil in the Bakken Shale.
CLR is Hiland's largest customer and represents approximately 40%
of Hiland's crude and natural gas purchases each year. Hiland's
business relationship with CLR, the largest acreage holder in the
Bakken Shale, is a competitive advantage and is expected to lead
to new growth opportunities.

Over the next few years, Moody's expects the partnership to re-
invest its internally generated cash flow into new revenue
generating assets with little to no distributions to its
unitholders. To the extent necessary, additional equity may be
issued to its unitholders. Since 2009 when Hiland was taken
private, Harold Hamm and his family have invested more than $300
million into Hiland to support its growth.

Hiland has adequate liquidity and has been assigned a Speculative
Grade Liquidity Rating of SGL-3. Operating cash flow after
maintenance capital expenditures is positive, however Hiland's
planned growth capital expenditures over the next few years is
expected to continue to require funding from external financing
sources. Pro forma after the proposed $350 million note offering,
the Partnership will have close to $450 million available under
its $500 million secured credit facility. The credit facility
matures in 2015 and has three financial maintenance covenants: an
interest coverage ratio, a secured leverage ratio, and a total
leverage ratio. A recent amendment to the credit facility
increased the permitted total leverage ratio and allowed for the
inclusion of pro forma EBITDA for new investment projects which
should provide sufficient cushion to maintain access to the credit
facility. As a fall-back, in the past Hiland has issued equity to
fund expansion projects. This continues to be a viable source of
funding as Mr. Hamm's net worth is considerable. Secondary
liquidity from asset sales is less likely as the majority of the
assets are pledged as collateral under the credit facility.

The size of the partnership's secured credit facility in relation
to the amount of unsecured debt causes a double notching of the
note rating to B3 (LGD79%) from the B1 CFR according to Moody's
Loss Given Default (LGD) Methodology. Over time, as the
partnership grows, the issuance of additional unsecured debt could
reduce the notching to a single rating category.

The current rating reflects leverage close to 5.0x, but also an
expectation for improvement over the next two years. In order for
a positive rating action to be considered, the partnership would
need to significantly grow its asset base and move the ratio of
debt to EBITDA below 4.0x. Growing the percentage of its fee based
business in relation to its commodity price exposed business could
also position the rating for a positive outlook or upgrade. Should
Hiland's leverage not decline below 5.0x as expected by the end of
2013, the ratings could be downgraded.

The principal methodologies used in rating Hiland Partners, LP 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 US, Canada
and EMEA dated June 2009.

Hiland Partners, LP is a privately held midstream energy limited
partnership based in Enid, Oklahoma. Harold Hamm, Chairman and CEO
of Continental Resources, is the Chairman of Hiland and, along
with his affiliates, owns 100% of the GP and approximately 60% of
the LP units of Hiland.


HUB INT'L: Moody's Rates $730MM Senior Unsecured Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to $730
million of six-year senior unsecured notes being offered by Hub
International Limited (Hub -- corporate family rating B3,
probability of default rating B3). The notes are being offered to
qualified US institutional buyers under Rule 144A of the
Securities Act of 1933 and to certain non-US persons under
Regulation S. The notes will be guaranteed by substantially all of
Hub's US subsidiaries. Hub intends to use net proceeds to redeem
its existing $305 million of senior unsecured notes due 2014
(rated Caa1) and its $395 million of subordinated notes due 2015
(rated Caa2), and to pay related fees and expenses. The rating
agency has also affirmed Hub's existing ratings (see list below)
with a stable outlook.

Ratings Rationale

"The refinancing is credit positive," said Bruce Ballentine,
Moody's lead analyst for Hub, "as the company completes the
extension of maturity dates on all major borrowings, and
moderately reduces its yearly interest expense." Earlier this
year, Hub amended and extended its senior secured credit
facilities.

Concurrent with its note offering, Hub announced tender offers and
consent solicitations for its senior unsecured notes due 2014 and
subordinated notes due 2015. The early deadline (unless extended)
for holders to tender notes and deliver consents (making them
eligible to receive consent payments) is September 17, 2012. The
final expiration (unless extended) of the tender offers is October
1, 2012. Moody's expects to withdraw the ratings from the existing
notes once they are redeemed.

Hub's ratings reflect its solid market position in North American
insurance brokerage, good diversification across products and
geographic areas, and favorable operating margins. These strengths
are tempered by the company's high financial leverage and limited
fixed charge coverage since its leveraged buyout in 2007. Other
challenges include the relatively soft, but improving, market for
commercial property & casualty insurance and the weak economic
recovery. The rating agency expects that Hub will continue to
pursue a combination of organic growth and acquisitions. The
acquisition strategy carries integration and contingent risks
(e.g., exposure to errors and omissions), although Hub has a
favorable track record in absorbing small and mid-sized brokers.

Hub's adjusted debt-to-EBITDA ratio was 6.6x for the 12 months
through June 2012, based on Moody's methodology (which often
differs from company or covenant calculations), while the adjusted
(EBITDA - capex) coverage of interest was 1.8x. The leverage is
somewhat high for Hub's rating category, but this is mitigated by
the company's strong market presence and healthy operating
margins.

Hub's pro-forma financing arrangement as of June 30, 2012, giving
effect to an incremental term loan and the new notes, included a
$100 million US senior secured revolver maturing in June 2016
(rated B1, $40 million outstanding), an $87 million Canadian
senior secured revolver maturing in June 2016 (unrated, fully
drawn), a $15 million Canadian overdraft facility maturing in June
2016 (unrated, undrawn), an $832 million senior secured term loan
due June 2017 (rated B1), a $169 million senior secured term loan
due December 2017 (rated B1), the new $730 million of senior
unsecured notes due September 2018 (rated Caa2) and $2 million of
other borrowings.

Factors that could lead to an upgrade of Hub's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding 2x,
(ii) adjusted free-cash-flow-to-debt ratio exceeding 5%, and (iii)
adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii)
adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x.

Moody's has assigned the following rating (and loss given default
(LGD) assessment):

  $730 million senior unsecured notes due September 2018 Caa2
  (LGD5, 82%).

Moody's has affirmed the following ratings (and revised LGD
assessments):

  Corporate family rating at B3;

  Probability of default rating at B3;

  $100 million senior secured revolving credit facility due June
  2016 rated B1 (to LGD2, 27% from LGD2, 28%);

  $832 million senior secured term loan due June 2017 rated B1 (to
  LGD2, 27% from LGD2, 28%);

  $169 million senior secured term loan due December 2017 rated B1
  (to LGD2, 27% from LGD2, 28%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012.

Based in Chicago, Illinois, Hub is a major North American
insurance brokerage firm providing a variety of property and
casualty, life and health, employee benefits and risk management
products and services through offices located in the US, Canada
and Brazil. The company generated total revenue of $502 million
and net income of $10 million in the first half of 2012.
Shareholders' equity was $543 million as of June 30, 2012.


HW HEARTLAND: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: HW Heartland, L.P.
        3090 Olive Street, Suite 300
        Dallas, TX 75219

Bankruptcy Case No.: 12-35790

Chapter 11 Petition Date: September 3, 2012

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

Judge: Barbara J. Houser

Debtor's Counsel: Stephen M. Pezanosky, Esq.
                  HAYNES AND BOONE, LLP
                  2323 Victory Avenue, Suite 700
                  Dallas, TX 75219
                  Tel: (214) 651-5000
                  Fax: (214) 651-5940
                  E-mail: stephen.pezanosky@haynesboone.com

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

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

The petition was signed by Lance Fair, authorized signatory, HW
Heartland GP, LLC, general partner.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
HW Communities                     Trade Debt              $41,831
3090 Olive Street, Suite 300
Dallas, TX 75219

Hillwood Residential Services, LP  Monthly Management      $20,000
3090 Olive Street, Suite 300       Fee
Dallas, TX 75219

Heartland Homeowners' Association  Trade Debt               $8,415
6622 FM 741
Heartland, TX 75126

Anderson Hanson Blanton            Trade Debt               $5,160

Ernst & Young                      Compliance Work          $4,583

Bank of America                    Bank Fees                   $50

Hillwood Development Corp.         Legal Services               --

Coats Rose                         Legal Services               --

Sharon Reuler, P.C.                Legal Services               --


IKARIA ACQUISITION: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B1
and a Probability of Default Rating of B2 to Ikaria Acquisition
Inc., the borrower and direct subsidiary of Ikaria, Inc.
Concurrently, Moody's assigned a B1 rating to the proposed $125
million senior secured term loan B, the proceeds of which, along
with cash on hand, will be used to fund a distribution to equity
holders and pay transaction related expenses. The rating outlook
is stable.

Ratings Assigned to Ikaria:

  Corporate Family Rating of B1

  Probability of Default Rating of B2

  Proposed $125 million senior secured term loan B, due 2017,
  rated B1 (LGD 3, 34%)

The outlook is stable.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

Ratings Rationale

The B1 Corporate Family Rating reflects Ikaria's small size and
single product concentration risk, with its sole reliance on
revenues from INOMAX therapy. The rating is also constrained by
key patent expirations in 2013 and 2014, however Ikaria has
recently made progress in attaining other, longer-dated patents.
The ratings are also constrained by the high level of off-label
use of its products (the company cannot legally market for off-
label indications). Further, the rating is limited by the
company's penchant for dividends, where total dividends paid by
the end of 2012 may exceed the original equity investment in the
company. These factors are offset by Moody's expectation of modest
leverage, strong cash flow and good liquidity. The rating is also
supported by Ikaria's strong competitive position within its niche
market, treating critically ill patients who often have few
treatment alternatives. While medium and longer term competitive
pressures will likely increase, Moody's believes there are
relatively high barriers to entry and the company will be subject
to only modest pricing declines and/or market share loss over the
next 3 to 5 years.

Moody's does not foresee an upgrade to the ratings due to Ikaria's
size, product concentration and upcoming key patent expirations.
However, if over time Moody's expects Ikaria to maintain market
share, grow revenues beyond $500 million, generate greater than
20% of revenues from products other than INOMAX, and if leverage
approaches 2.0 times, Moody's could upgrade the ratings.

Moody's could downgrade the ratings if any event is expected to
materially disrupt revenue or cash flow of INOMAX, such that there
would be material weakening of liquidity or if adjusted leverage
is materially above 2.5 times. Moody's could also downgrade the
ratings if Moody's expects competitive pressures to erode market
share or pricing.

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

Ikaria, headquartered in Hampton, New Jersey, develops and
manufactures products aimed at the critical care market. The
company's current product, INOMAX(R) therapy, delivers nitric
oxide (NO), a pharmaceutical drug delivered in gas form, for
inhalation through a proprietary delivery system. INOMAX(R) is
currently FDA approved for the treatment of hypoxic respiratory
failure (HRF) in full-term and near-term babies. The product is
also used by physicians in the treatment of other respiratory
conditions in critically ill patients. Ikaria is currently the
only company to offer this drug in the US. For the twelve months
ended June 30, 2012, Ikaria generated revenues of approximately
$340 million. The company is privately owned by a number of
investors including New Mountain Capital, Linde AG, ARCH Venture
Partners and Venrock Associates.


IKARIA INC: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Hampton, N.J.-based Ikaria Inc. The outlook is
stable.

"At the same time, we assigned a 'BB' issue-level rating (two
notches higher than the 'B+' corporate credit rating on Ikaria
Inc.) and '1' recovery rating to subsidiary Ikaria Acquisition
Inc.'s $354 million of secured debt, which includes its proposed
$125 million term loan B, $189 million term loan A, and $40
million revolving facility (undrawn). The term loan A and revolver
both mature in June 2016 and the term loan B matures in July 2017.
The '1' recovery rating indicates our expectation of very high
(90%-100%) recovery in the event of payment default," S&P said.

"The ratings on Ikaria Inc. overwhelmingly reflect a 'weak'
business risk profile, exhibited by its heavy reliance on one
product -- INOMAX (nitric oxide) for inhalation -- for nearly all
of its revenues," said Standard & Poor's credit analyst Michael
Berrien. "The ratings also reflect our expectation that Ikaria
will operate with an 'aggressive' financial risk profile over
time, despite pro forma adjusted leverage of 5.7x."

"Ikaria manufactures INOMAX, whose on-label use is the treatment
of hypoxic respiratory failure (HRF) in term and near-term
infants. INOMAX is delivered through proprietary devices that
Ikaria manufactures. The combination of nitric oxide, delivery
system, and service offering comprises all of the company's
revenues," S&P said.

"We expect Ikaria to generate low- to mid-single-digit revenue
growth over the near term, primarily from price increases on
INOMAX, offset by some discounting of longer term contracts,"
added Mr. Berrien.

"Our stable rating outlook on Ikaria reflects our expectation that
demand for the company's INOMAX therapy, coupled with modest price
increases, will continue to result in free cash flow generation.
We expect the company to use this free cash flow for debt
reduction that will reduce leverage to about 4x by the end of
2013. However, we also expect the sponsors to use the growing
debt capacity for shareholder-friendly actions that will keep
leverage at 4x-5x," S&P said.

"We could raise our corporate credit rating if Ikaria successfully
diversifies its business with FDA approval of an additional on-
label indication for BPD, or through the commercialization of
Terlipressin. At that time, we could consider Ikaria to have a
'fair' business risk. We could lower the rating in the unexpected
event that Ikaria's therapeutic position becomes compromised,
possibly with patent expirations in 2013," S&P said.


INTERVAL LEISURE: S&P Withdraws 'BB+' CCR After Notes Redemption
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on Miami, Fla.-based Interval Leisure Group Inc.,
following the company's redemption of its $300 million 9.5% senior
notes due August 2016 at par using availability under its new $500
million revolving credit facility (not rated) and cash on hand.
The 'BB+' issue rating and '4' recovery rating on the redeemed
notes were also withdrawn.

"In our view, the refinancing would not have affected the 'BB+'
corporate credit rating, because we expect Interval to use its
free operating cash flow broadly for modest-size acquisitions,
share repurchases, and debt repayment, and maintain a cushion
relative to our maximum 3.5x leverage threshold at the 'BB+'
rating level. The absence of a long-term leverage policy by
management results in some uncertainty regarding the company's
future plans for the balance sheet, and would have limited our
consideration of a higher rating," S&P said.


JOURNAL REGISTER: Returns to Ch. 11 to Sell Business to Alden
-------------------------------------------------------------
Journal Register Co. is back in bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-13774-smb), this time intent on swiftly
selling its business.

The publisher of the New Haven Register and other papers intends
to sell the business an affiliate of funds managed by Alden Global
Capital LLC, absent higher and better offers.

Alden Global will take ownership of the reorganized company in
exchange for debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in JRC's prior bankruptcy.  There's also $13.2 million
owing on a revolving credit owning to Wells Fargo Bank NA.

The New York-based company disclosed total assets of $235 million
and liabilities totaling $268.6 million as of July 29, 2012.

John Paton, CEO of the JRC's operating company Digital First
Media, announced the proposed sale in a letter to employees on his
personal blog.

"We expect the auction and sale process to take about 90 days, and
we are pleased to announce the Company has a signed stalking horse
bid for Journal Register Company from 21st CMH Acquisition Co., an
affiliate of funds managed by Alden Global Capital LLC," said John
Paton, Chief Executive Officer of Digital First Media.

Digital First Media, the parent, said in a statement that the
filing enables JRC to continue normal business operations during
the sale process.

JRC said that despite its success in digital media growth, it has
been challenged by a recent downturn in print advertising that was
more severe than had been anticipated.

"The Journal Register Company has made solid progress in its
digital transformation in the last two years more than doubling
its digital audience with 235% digital revenue growth from 2009 to
2011," said Mr. Paton.  "But that transformation is threatened by
a decline in print advertising revenue -- the Company's largest
revenue source -- and legacy costs incurred when Journal Register
Company's total revenues were nearly twice the size it is Sep.05.
Since 2009 the Company's pension liabilities grew 52%."

"Journal Register Company has reduced its overall costs by about
10% while increasing its digital investment by 151% and reduced
its debt by 28% from a height of $225 million in 2009," Mr. Paton
said.  "However, from 2009-2011 print advertising declined 19% and
print is more than half of Journal Register Company's total
revenue. "Print advertising for the newspaper industry declined
about 17% over the same time period, according to the Newspaper
Association of America.  Mr. Paton said Journal Register Company
circulation print volume and revenues also shrank over the same
period.

"After much consideration, the Board of Directors concluded a
Chapter 11 filing was the best course of action for Journal
Register Company," Mr. Paton said.  "As difficult as they are, the
steps we disclosed are steps that will ensure the Company's
future."

                         Stalking Horse Bid

William J. Higginson, executive vice president of JRC, said in a
court filing that the Debtors intend to implement a prompt sale of
substantially all of their assets subject to a public auction
process.

The company intends to sell the business with Alden acting as the
so-called stalking horse.  Te Debtors? financial advisor will be
running a marketing process seeking higher or better competing
bids on even more favorable terms, if any, to be obtained at an
upcoming auction.

According to Mr. Higginson, the stalking horse agreement
contemplates that the vast majority of the existing unsecured
creditors (including trade and suppliers) will have their claims
assumed by the buyer and thus paid in full in the ordinary course
of business.  Moreover, the secured lenders of the Debtors (i.e.
the Alden Lenders and Wells Fargo) have consented to the proposed
sale process and, in fact, the sale will have a significant
positive impact on the balance sheet and businesses currently
operated by the Debtors because the Alden Lenders, as stalking
horse bidder and holder of the largest secured debt liability,
will be credit bidding its debt in exchange for the assets.

After the sale, the businesses will not be burdened with the
extensive secured and other debt and the costs of the Debtors?
legacy operations, which will make such businesses currently
better able to compete and to weather the current stresses in the
industry.

                     $25 Million DIP Financing

Wells Fargo agreed to finance the Chapter 11 effort with a $25
million credit designed to pay off the existing first-lien
obligation.  Up to $22.5 million of financing will be available in
the interim.  Amounts owed under the prepetition revolving credit
will be rolled-up to the DIP facility.  The DIP loans will mature
in six months.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/--
has daily publications with a circulation of 410,000 on weekdays
and 475,000 on Sundays.  The newspapers are in 10 states,
including Philadelphia, Detroit and Cleveland, and in upstate New
York.  In addition, the company publishes free, non-daily
publications with a distribution of 1.7 million.  JRC has 237
individual websites, 38 smartphone and digital applications and 19
mobile sites which are affiliated with its daily newspapers and
non-daily publications and its JobsInTheUS network of employment
websites, as well as a number of other online sites.  JRC has
1,832 full-time and 525 part-time employees.

JRC is managed by Digital First Media and is affiliated with
MediaNews Group, Inc., the nation's second largest newspaper
company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-
10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan of
million people each month.


JOURNAL REGISTER: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Journal Register Company
        5 Hanover Square
        25th Floor
        New York, NY 10005

Bankruptcy Case No.: 12-13774

Affiliates that simultaneously filed for Chapter 11:

  Debtor                            Case No.
  ------                            --------
Register Company, Inc.              12-13775
Chanry Communications, Ltd.         12-13776
Pennysaver Home Distribution Corp.  12-13777
All Home Distribution Inc.          12-13778
JR East Holdings, LLC               12-13779
Journal Register East, Inc.         12-13780
Journal Company, Inc.               12-13781
JRC Media, Inc.                     12-13782
Orange Coast Publishing Co.         12-13783
St. Louis Sun Publishing Co.        12-13784
Middletown Acquisition Corp.        12-13785
JiUS, Inc.                          12-13786
Journal Register Supply, Inc.       12-13787
Northeast Publishing Company, Inc.  12-13788
Hometown Newspapers, Inc.           12-13789
The Goodson Holding Company         12-13790
Acme Newspapers, Inc.               12-13791
21st Century Newspapers, Inc.       12-13792
Morning Star Publishing Company     12-13793
Heritage Network Incorporated       12-13794
Independent Newspapers, Inc.        12-13795
Voice Communications Corp.          12-13796
Digital First Media Inc.            12-13797
Great Lakes Media, Inc.             12-13798
Up North Publications, Inc.         12-13799
Greater Detroit
    Newspaper Network, Inc.         12-13800
Great Northern Publishing, Inc.     12-13801
Saginaw Area Newspapers, Inc.       12-13802

Type of Business: Journal Register Company owns 20 daily
                  newspapers, more than 180 non-daily
                  publications and operates over 200
                  individual Web sites that are affiliated
                  with the Company's daily newspapers,
                  non-daily publications and its network
                  of employment Web sites.

                  Web site: http://www.journalregister.com/

Chapter 11 Petition Date: Sept. 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Stuart M. Bernstein

Debtors'
Counsel:     Neil E. Herman, Esq.
             Rachel Jaffe Mauceri, Esq.
             Patrick D. Fleming, Esq.
             MORGAN, LEWIS & BOCKIUS, LLP
             101 Park Avenue
             New York, NY 10178
             Tel: (212) 309-6669
             Fax : (212) 309-6273
             E-mail: Nherman@morganlewis.com

                    -- and --

             Michael R. Nestor, Esq.
             Kenneth J. Enos, Esq.
             Andrew L. Magaziner, Esq.
             YOUNG CONAWAY STARGATT & TAYLOR LLP
             1270 Avenue of the Americas
             Suite 221
             New York, NY 10020

Debtors'
Financial
Advisor:     SSG CAPITAL ADVISORS, LLC

Debtors'
Claims
Agent:       AMERICAN LEGAL CLAIMS
             http://www.americanlegalclaims.com/JRC

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

The petition was signed by William Higginson, executive vice
president of operations.

Journal Register Company's List of Its 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State of Connecticut               Tax Claim           $4,339,349
Attn: Dennis S. Mondell            Settlement
55 Elm Street, P.O. Box 120
Hartford, CT 06141
Tel: (860) 808-5150
Fax: (203) 297-5603

Journal Register Company           Pension             $3,200,000
Retirement Plan Trust              Contribution
Attn: BNY Mellon Asset Servicing
135 Santilli Highway
Everett, MA 02149

Kruger Inc.                        Trade                 $402,709
Attn: E. Mike Berry
3285 Chemin Bedord
Montreal (Quebec) Canada
H3S 1G5
Tel: (514) 737-1131
Fax: (514) 343-3126
E-mail: mike.barry@kruger.com

Affinity Express, Inc.             Trade                 $300,091
Attn: President, Officer or
Managing Agent
2200 Point Blvd., Suite 130
Elgin, IL 60123
Tel: (847) 930-3200
Fax: (847) 930-3299

White Birch Paper Company          Trade                 $261,213
Attn: President, Officer or
Managing Agent
80 Field Point Road, Suite 3
Greenwich, CT 068330
Tel: (203) 661-3344
Fax: (203) 661-3349

Full Throttle Digital              Trade                 $216,900
Media

Monster Worldwide, Inc.            Trade                 $186,041
dba monster

Xpedx                              Trade                 $110,718

Carey, Kramer, Pettit,             Trade                 $107,542
Panichelli & Associates
Inc.

CDW Direct LLC                     Trade                 $104,671
Attn: Credit
200 N Milwaukee
Vernon, IL 60061
Tel: (800) 800-4239
Fax: (847) 465-6800
E-mail: CustomerRelations@web.cdw.com

City of Mount Clemens-Treas        Utility                $96,632
Attn: President, Officer or
Managing Agent
1 Crocker Blvd
Mount Clemens, MI 48043-2525
Tel: (586) 469-6818 ext. 1
Fax: (586) 469-7603
E-mail: mdluge@cityofmountclemens.com

Sun Chemical A Division of         Trade                  $86,269
US Ink C

Montgomery, Mccracken, Walker      Trade                  $77,032
& Rhoads, Llp
Attn: V. Sikes
123 South Broad
Philadelphia, PA 19109-1099
Tel: (215) 772-1500
Fax: (215) 772-7620
E-mail: vsikes@mmwr.com

Flint Group North                  Trade                  $73,834
American Corporate

Publishers Circulation             Trade                  $59,977
Fulfillment
Attn: President, Officer or
Managing Agent
22 W Pennsylvania Ave
Suite 505
Towson, MD 21204
Tel: (410) 821-8614
Fax: (410) 821-1359
E-mail: sales@pcfcorp.com

AT&T Mobility                      Utility                $54,747

Saxotech Inc.                      Trade                  $52,692
Attn: President, Officer or
Managing Agent
302 Knights Run Avenue
Suite 1150
Tampa, FL 33602
Tel: (813) 221-1600
Fax: (813) 221-1604
E-mail: info@saxotech.com

XO Communications Services         Utility                $52,182

Southern Lithoplate Inc.           Trade                  $51,040
Attn: President, Officer or
Managing Agent
105 Jeffrey Way
Youngsville, NC 27596
E-mail: info@slp.com

G.E. Richards Graphic Supply       Trade                  $50,563
Attn: President, Officer or
Managing Agent
928 Links Avenue
Landisville, PA 17538
E-mail: inquiry@gerichards.com

Jams Media, LLC                    Trade                  $50,155
Attn: President, Officer or
Managing Agent
10450 Enterprise Drive
Davisburg, MI 48350
E-mail: info@mihomepaper.com

Keilhauer                          Trade                  $46,760

AGFA Corp                          Trade                  $41,862

United Illuminating Co.            Trade                  $41,619

Gallagher Fiduciary                Consulting             $35,000
Advisors LLC

PDI Plastics, Cannon               Trade                  $34,528
Group, Inc.
Attn: President, Officer or
Managing Agent
Westerville, OH 43081
E-mail: sales@pdisaneck.com

MT Pleasant Commerce               Rent                  $30,285
Center LLC
Attn: President, Officer or
Managing Agent
Mt. Pleasant, MI 48804-0503
E-mail: tbareta@mlgcommercial.com

Ouky Property, LLC                 Rent                  $30,125

Legacy.com Inc.                    Trade                 $28,970

Gabriels Technology Solutions      Trade                 $28,350
Attn: President, Officer or
Managing Agent
1250 Broadway FL 28
New York, NY 10001-3721
E-mail: mediasales@gabriels.net

Competitive Media Reporting        Trade                 $28,305
LLC
Attn: President, Officer or
Managing Agent
Philadelphia, PA 19170-9301
E-mail: George.carens@kantarmedia.com

The Lane Press, Inc.               Trade                 $27,753

Accountemps                        Trade                 $26,570
Attn: President, Officer or
Managing Agent
c/o Robert Half
2884 Sand Hill RD
Menlo Park, CA 94025
E-mail: philadelphia@accountemps.com

Email Predict LLC                  Consulting            $25,605

Autoproyecto LLC                   Trade                 $25,547

Atex Inc.                          Trade                 $23,127
Attn: President, Officer or
Managing Agent
410 North Wickham Rd #100
Melbourne, FL 32935
E-mail: info@atex.com

Merrill Lynch, Pierce, Fenner      Benefit Plan          $23,055
& Smith                            401 (K)

Font Bureau                        Trade                 $22,080
Attn: President, Officer or
Managing Agent
179 South St 7th Floor
Boston, MA 02210
E-mail: info@fontbureau.com

Seyfarth & Shaw                    Legal                 $22,038
Attn: Robert Dremluk
620 8th Ave.
New York, NY 10018-1405
E-mail: rdremluk@seyfarth.com

TristaffSearch                     Trade                 $20,833
Attn: President, Officer or
Managing Agent
6336 Greenwich Dr #100
San Diego, CA 92122
E-mail: sandiego@tristaff.com

Illuminating Company               Utility               $20,723

Travidia                           Trade                 $20,464
Attn: President, Officer or
Managing Agent
265 Airpark Blvd #500
Chico, CA 95973
E-mail: info@travidia.com

McGrann Paper Corp                 Trade                 $19,669

ADP Inc.                           Trade                 $19,645
Attn: President, Officer or
Managing Agent
1 ADP Blvd
Roseland, NJ 07068
E-mail: support.adp.com

DeNardo Consulting Group           Consulting            $19,638
Attn: President, Officer or
Managing Agent
34 Surfspray Bluff
Newport Coast, CA 92657
E-mail: mdenardo@denardoconsulting.com

One Heritage Place LLC             Rent                 $19,262

AppVault LLC                       Trade                $18,520
Attn: President, Officer or
Managing Agent
1800 Parkway Place #1000
Marietta, GA 30067
E-mail: support@appvault.com

The Post-Standard                  Trade                $18,143
Attn: President, Officer or
Managing Agent
PO Box 4915
Syracuse, NY 13221
E-mail: classified@syracuse.com

Salesforce.com, Inc.               Trade                $17,850

Minute Men, Inc.                   Trade                $17,368
Attn: President, Officer or
Managing Agent
PO Box 715237
Columbus, OH 43271-5237
E-mail: email@minutemeinc.com


KAWISH LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: KAWISH LLC
        1119 Pacific Avenue, Suite 1200
        Tacoma, WA 98402

Bankruptcy Case No.: 12-19059

Chapter 11 Petition Date: August 31, 2012

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

Judge: Marc Barreca

Debtor's Counsel: Paul E. Brain, Esq.
                  BRAIN LAW FIRM PLLC
                  1119 Pacific Avenue, Suite 1200
                  Tacoma, WA 98402
                  Tel: (253) 327-1019
                  E-mail: pbrain@paulbrainlaw.com

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

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

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

The petition was signed by Timothy L. Blixseth, manager.


LINWOOD FURNITURE: Court Converts Case to Chapter 7
---------------------------------------------------
Rebekah Cansler McGee at The Dispatch reports that Bankruptcy
Judge Catharine Aron converted the Chapter 11 case of Linwood
Furniture to a liquidation under Chapter 7 after a hearing on
Sept. 5, 2012.

The report notes, after filing for Chapter 11 bankruptcy in March
and attempting to reorganize the company, Linwood executives took
the next step and put the company up for public auction Aug. 9.
The company noted that it had $6.9 million in debt but only
$3.7 million in assets.  The minimum bid at the auction was
$2.56 million, but no bids were received.

According to the report, the company ceased production in the
middle of August with about 75 employees being placed on furlough.
Only a small staff was retained to do custom finishing and
shipping of in-stock items.  With the case converted to Chapter 7,
the remaining employees will be let go.

The report relates C. Edwin Allman of Allman Spry Leggett and
Crumpler, P.A., said the employment would likely end Sept. 6,
2012.  Mr. Allman was chosen as the trustee for Linwood to
ascertain how the company will liquidate its assets.

The report adds Robert Price, a staff attorney with the U.S.
bankruptcy administrator's office in Greensboro, said the Debtor
is not operating, and any final issues were winding up.  Mr. Price
noted to the judge that the company tried to reorganize and then
sell the company, but both attempts were unsuccessful.

The report says the judge also heard from David Meschan, attorney
for Kimball Hospitality Furniture, on the settlement between
Linwood and Kimball.  Linwood terminated its contract with Kimball
when it went into bankruptcy.  Mr. Meschan said it was the wishes
of the company to wait for the trustee's review before settling.

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


M/I HOMES: Fitch Rates Proposed $50MM Subordinate Notes 'CCC'
-------------------------------------------------------------
Fitch Ratings has assigned a 'CCC+/RR6' rating to M/I Homes,
Inc.'s (NYSE: MHO) proposed offering of $50 million convertible
senior subordinated notes due 2017.  These notes will be
subordinated in right of payment to the company's existing and
future senior debt, including the company's revolving credit
facility and senior unsecured notes.  Proceeds from the notes
issuance will be used for general corporate purposes, which may
include acquisitions of land, land development, home construction,
capital expenditures, increasing its working capital and repayment
of debt.

The Rating Outlook is Stable.

MHO's ratings and Outlook reflect the company's execution of its
business model in the current housing environment, management's
demonstrated ability to manage land and development spending,
healthy liquidity position and better prospects for the housing
sector this year.

MHO successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down its inventory.  After significantly
reducing its lot inventory during the 2006 to 2009 periods, MHO
began to focus on growing its business in late 2009 by investing
in new communities and entering new markets.  In 2010, the company
increased its total lot position by 9.2% and expanded into the
Houston, Texas market.  During 2011, the company entered the San
Antonio, Texas market and also grew its total lot position by
1.8%, although the increase was due to lots under option as its
owned lot position actually declined 6% year-over-year.  At June
30, 2012, total lots controlled expanded 3% year-over-year and MHO
expanded its Houston, Texas operations by acquiring the assets of
a privately-held homebuilder.

MHO maintains an approximately 4.4-year supply of total lots
controlled, based on trailing 12 months deliveries, and 2.7 years
of owned land.  Total lots controlled were 10,594 lots at June 30,
2012, 61.3% of which are owned, and the balance is controlled
through options.  Historically, MHO developed about 80% of its
communities from which it sells product, resulting in inventory
turns that were moderately below average as compared to its public
peers.  During the downturn, MHO had been less focused on land
development and a majority of its newer land purchases were and
continue to be finished lots.

During 2011, the company spent $117 million on land and
development.  Through the first half of 2012, land and development
spending totaled $77 million, roughly 35% higher than the $57
million spent during the first half of 2011.  Based on the current
environment, MHO expects land and development spending for all of
2012 will be higher than 2011 levels.  As a result, Fitch expects
MHO to be cash flow negative again this year largely due to this
greater level of real estate spending.  Fitch is comfortable with
this strategy given management's demonstrated ability to manage
its inventory and adjust land and development spending to maintain
a healthy liquidity position, as it did during 2011.

MHO ended the June 2012 quarter with $44.3 million of unrestricted
cash and $52 million of availability under its $140 million
revolving credit facility that matures in December 2014.  In
conjunction with the notes issuance, MHO is also offering 2.2
million shares of its common stock.  The proposed notes and equity
offerings should provide the company with additional liquidity to
fund future anticipated growth in its operations.

The company reported higher year-over-year home deliveries during
the first half of 2012, and homebuilding revenues grew 21.3%
compared to the first half of 2011.  MHO also reported improvement
in net orders in each of the last five quarters, contributing to a
40% increase in homes in backlog at June 30, 2012 compared with a
year ago levels.  The significant increase in backlog, combined
with the company's strategy to grow subdivision count by 5%-10%
this year, should result in moderately higher deliveries in 2012
compared with 2011.

Builder and investor enthusiasm have for the most part surged so
far in 2012.  However, national housing metrics have not entirely
kept pace.  Year-over-year comparisons have been solidly positive
on a consistent basis. However, month to month the national
statistics (single-family starts, new home, and existing home
sales) have been erratic and, at times, below expectations.  In
any case, year to date these housing metrics are well above 2011
levels. As Fitch has noted in the past, recovery will likely occur
in fits and starts.

Fitch's housing forecasts for 2012 have been raised since early
spring but still assume only a moderate rise off a very low
bottom.  In a slowly growing economy with relatively similar
distressed home sales competition, less competitive rental cost
alternatives, and new home inventories at historically low levels,
single-family housing starts should improve about 12%, while new
home sales increase approximately 10.5% and existing home sales
grow 5.6%. Further moderate improvement is forecast for 2013.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash and liquidity position.  Negative
rating actions could occur if the anticipated recovery in housing
does not materialize and the company prematurely steps up its
land/development spending, leading to consistent and significant
negative quarterly cash flow from operations and diminished
liquidity position.  MHO's rating is constrained in the
intermediate term due to weak credit metrics, but a Positive
Outlook may be considered if the recovery in housing is
significantly better than Fitch's outlook and the company shows
further improvement in credit metrics and its liquidity position.

Fitch currently rates MHO as follows:

  -- Long-term IDR 'B';
  -- Senior unsecured notes 'B+/RR3';
  -- Series A non-cumulative perpetual preferred stock 'CCC/RR6'.

The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and
the possibility that part of these contingent liabilities would
have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders.  The
'RR6' on MHO's proposed convertible senior subordinated notes and
preferred stock indicates poor recovery prospects in a default
scenario.  Fitch applied a liquidation value analysis for these
recovery ratings.


M/I HOMES: Moody's Rates $50-Mil. Sr. Subordinated Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to M/I Homes'
proposed $50 million convertible senior subordinated note offering
due 2017. At the same time, Moody's affirmed the company's B3
corporate family and probability of default ratings, Caa1 rating
on the existing senior unsecured notes, Caa3 rating on Series A
preferred shares, and SGL-3 speculative grade liquidity
assessment. The rating outlook is stable.

The convertible senior subordinated notes are being offered
concurrently with 2.2 million shares of common stock. The combined
proceeds of the note and the equity offerings, estimated at $90
million, will be used for general corporate purposes, including
land acquisition and development, home construction, liquidity,
and debt repayments. As a result of these simultaneous offerings,
the company's adjusted homebuilding debt to capitalization ratio
of approximately 58% at June 30, 2012 is not expected to change.

The following ratings were affected by this action:

Proposed $50 million convertible senior subordinated notes due
2017 rated Caa2 (LGD6, 94%);

Corporate family rating affirmed at B3;

Probability of default rating affirmed at B3;

Existing $227 million 8.625% senior unsecured notes due November
2018 affirmed at Caa1 (LGD4, 58%);

Series A preferred shares affirmed at Caa3 (LGD6, 99%);

Speculative grade liquidity assessment affirmed at SGL-3;

Stable rating outlook.

Ratings Rationale

The B3 corporate family rating reflects weakness in many of M/I
Homes' key credits metrics, including interest coverage and return
on assets, and Moody's expectation that these metrics will remain
weak in the intermediate term. They will however, gradually
improve as the industry continues recovering from its cyclical
lows. Additionally, free-cash-flow to debt will likely remain
negative as the company invests in growth.

At the same time, the company's corporate family rating is
supported by its relatively modest adjusted debt-to-capitalization
ratio relative to its similarly-rated peers, although this ratio
has weakened over the past two years due to the 2010 debt issuance
and declining equity balance due to net losses. The company turned
profitable on the net income basis in the second quarter of 2012
and should continue improving its operating results and thus begin
rebuilding its tangible net worth. In addition, the rating
acknowledges M/I Homes' conservative and disciplined operating
strategy, which has helped the company stay relatively clear of
significant off-balance sheet obligations and long land positions.

The stable outlook reflects Moody's expectation that M/I Homes
will maintain its conservative approach and disciplined operating
strategy while maintaining a satisfactory liquidity profile.
Additionally, Moody's expects the company to continue generating
improving operating results over the next 12 to 18 months as the
industry conditions solidify.

M/I Homes' SGL-3 speculative grade liquidity assessment reflects
its adequate liquidity profile. At June 30, 2012, the company's
liquidity was supported by $44 million of unrestricted cash, $52
million available under its revolving credit facility, and lack of
near-term debt maturities. The liquidity, however, is constrained
by the negative cash flow generation as the company invests in
growth, as well as the need to maintain covenant compliance.

The ratings could be lowered if the company's liquidity
deteriorated, earnings turned increasingly negative, the size of
its impairment charges increased materially, or adjusted debt
leverage increased to higher than 65%.

The ratings could be raised if the company augmented its liquidity
position, sustainably restored profitability, and held adjusted
gross debt leverage below 55%.

The principal methodology used in rating M/I Homes 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.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes, Showcase Homes,
Tristone Homes and Triumph Homes, with homebuilding operations
located in Columbus and Cincinnati, Ohio; Indianapolis, Indiana;
Chicago, Illinois; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; the Virginia and Maryland suburbs of
Washington, D.C; and Houston and San Antonio, Texas. Homebuilding
revenues and consolidated net income for the twelve months ended
June 30, 2012 were approximately $603 million and ($8) million,
respectively.


M/I HOMES: S&P Rates $50MM Convertible Sr. Notes 'CCC'
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue rating
and '6' recovery rating to M/I Homes Inc.'s proposed offering of
$50 million convertible senior subordinated notes due 2017. "Our
'6' recovery rating on the securities indicates our expectation
for a negligible (0%-10%) recovery for note holders in the event
of default," S&P said.

"The new notes will mature in 2017 and will be subordinated in
right of payment to M/I Homes' existing debt, including draws
under its $140 million secured revolving credit facility due 2014
and $230 million 8.625% senior unsecured notes due 2018. Holders
of the new notes will also have the option to convert the
securities into shares of M/I Homes' common stock. Concurrent with
this note offering, we believe the company also intends to issue
2.2 million shares of its common stock," S&P said.

"M/I Homes plans to use proceeds from the offering for general
corporate purposes, which may include the repayment of debt, home
construction, and land investments. We expect the new debt and
equity capital to bolster M/I Homes' liquidity, which on June 30,
2012, comprised: $44 million unrestricted cash and $52 million net
borrowing availability (based upon currently pledged collateral)
under the company's secured revolving credit facility. The
additional capital also modestly strengthens recovery prospects
for M/I Homes' senior unsecured note holders, although not enough
to warrant a revision to those ratings at this time," S&P said.

"Standard & Poor's ratings on Columbus, Ohio-based M/I Homes
reflect the homebuilder's 'aggressive' financial risk profile,
marked by five consecutive years of operating losses and weak
EBITDA-based credit metrics. However, we expect M/I Homes' EBITDA-
based credit metrics to modestly improve in tandem with gradually
improving profitability over the next one to two years. We
characterize M/I Homes' business risk profile as 'vulnerable,'
given the homebuilder's comparatively smaller platform and current
concentration in certain weaker Midwest housing markets," S&P
said.

"Our stable outlook acknowledges M/I Homes' recently strengthened
liquidity and incorporates our view that single-family housing
fundamentals are slowly improving. We expect M/I Homes to maintain
adequate liquidity, while investing the bulk of its cash in new
communities to bolster sales and gross margins to levels that
support gradually improving profitability over the next one to two
years. We could lower our ratings if the single-family housing
market takes another downward turn such that profitability
materially weakens or liquidity becomes less than adequate,
perhaps due to more aggressive land investment activity than we
currently anticipate. Upward rating momentum could be driven
by an expanded, more evenly diversified platform that produces
stronger EBITDA-based credit metrics," S&P said.

RATINGS LIST

M/I Homes Inc.
Corporate credit rating             B-/Stable/--

RATINGS ASSIGNED

M/I Homes Inc.
$50 mil convertible senior
subordinated notes due 2017          CCC
Recovery Rating                      6


MARITIME COMMUNICATIONS: Choctaw, CTI Have Offers to Buy Assets
---------------------------------------------------------------
Maritime Communications/Land Mobile LLC, at the end of last month
filed an amended Chapter 11 Plan and amended disclosure statement
to include competing proposals by Choctaw Telecommunications, LLC,
and Council Tree Investors, Inc., to acquire the Debtor's assets.

The Debtor said it does not have the means to continue to operate
its business as a going concern.  The Debtor said it is in the
best interest of creditors to sell its assets to an entity that is
able to efficiently and quickly liquidate the Debtor's assets.
The Debtor received an offer to purchase substantially all of its
assets from Choctaw Telecommunications.  The Debtor also received
a formal offer to purchase its assets from Council Tree Investors.

Creditors will be given the opportunity to vote to accept or
reject the Plan, generally, and then they will be given the
opportunity to express a preference for the Choctaw or the Council
Tree offers.  A ballot accompanying the Disclosure Statement and
the Plan will outline the voting choices and options for creditors
and entities entitle to vote or against the Plan and/or to express
a preference for the Choctaw or Council Tree offers.

Both offers from Choctaw and Council will be presented to
creditors and parties-in-interest at the behest of the judge.

Council Tree says its offer is superior to Choctaw, a secured
creditor, because its offer provides $4.25 million of fresh cash
investment, allows creditors to obtain more cash sooner, and has
higher likelihood and faster timing for FCC license approvals.
The $4 million of new cash equity will be funded by principals of
Council Tree and Catalyst Investors.

Council Tree points out that under its offer, creditors owed $8.89
million will recover 100% immediately following the license sales.
In contrast, unsecured creditors, CT points out, would just
recover 48% under the Choctaw offer.

The Creditors Committee, which objected to prior iterations of the
Disclosure Statement, reserved its right to file objections.

An earlier version of the Plan provides that Choctaw will continue
the business operations and make payments provided under the Plan.
Cash flow from operations will provide the funds for making these
payments.  The secured creditors formed Choctaw and have assigned
all their claims to Choctaw.

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

A copy of the document explaining CT's offer is available for free
at http://bankrupt.com/misc/Maritime_Comm_CT_Offer.pdf

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  Harris Jernigan &
Geno PLLC serves as the counsel to the Debtor.  The Debtor
disclosed $46,542,751 in assets, and $31,240,965 in liabilities as
of the petition date.

The U.S. Trustee for Region 5 appointed three members to
comprise the Official Committee of Unsecured Creditors.  Burr &
Forman LLP represents the Committee.


MDC PARTNERS: S&P Cuts Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on MDC
Partners Inc., including its corporate credit rating to 'B' from
'B+'. "At the same time, we lowered our issue-level rating on the
company's unsecured debt to 'B' from 'B+', and left the recovery
rating unchanged at '4', indicating our expectation for average
(30% to 50%) recovery in the event of a payment default. The
rating outlook is stable," S&P said.

"With second-quarter results, MDC reiterated its full year
revenue, EBITDA, and free cash flow guidance, and we are unaware
of any changes to this forecast," S&P said.

"However," said Standard & Poor's credit analyst Michael Altberg,
"despite our expectation of meaningful revenue and EBITDA growth
in the second half of 2012, under our base-case scenario, we
expect that leverage (including our adjustments for operating
leases, earn-outs, and put obligations) could remain well above 4x
through at least 2013.' As a result, over the next 12 to 18
months, we expect to continue to characterize the company's
financial risk profile as 'highly leveraged,' which includes
leverage in the 4x to 5x range. This elevated financial risk,
together with continued economic uncertainty and our 'fair'
assessment of the company's business risk profile, is inconsistent
with a 'B+' rating, in our view."

"The stable rating outlook reflects our expectation that MDC will
generate positive discretionary cash flow in the second half of
2012, and that leverage will begin to decrease as EBITDA rebounds
and talent-related spending subsides. Over the next year, we view
both an upgrade and downgrade as equally unlikely. We could raise
the rating over the long term, if leverage drops to less than 4x
on a sustained basis, compliance with financial covenants remains
above 20%, and the company maintains adequate liquidity and
establishes a less aggressive financial policy. We believe the
company could achieve these measures in 2014, assuming stronger
economic trends, and barring a continuation of aggressive debt-
financed acquisition activity. We expect such a scenario would
entail continued mid- to high-single-digit percent organic revenue
growth, and a steady reduction in deferred acquisition-related
liabilities," S&P said.

"Conversely, although less likely in our view, we could lower the
rating if the company does not begin to generate sustainable
positive discretionary cash flow, or if covenant headroom falls
below 15% with an expectation of further narrowing stemming from
operating weakness and acquisition or earn-out related payments,"
S&P said.


MF GLOBAL: Trustee Can Attach His Claims to Civil Lawsuits
----------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a bankruptcy judge on Aug. 29 allowed the trustee unwinding MF
Global Holdings Ltd.'s brokerage to combine his claims with
individuals suing Jon S. Corzine and other former executives in
district court.

Lisa Uhlman at Bankruptcy Law360 reports that an agreement that
will see certain claims on behalf of the MF Global Inc. estate
signed over to former customers of the defunct broker-dealer got
the all-clear Wednesday after attorneys agreed to make the changes
a New York bankruptcy judge requested.

Bankruptcy Law360 relates that U.S. Bankruptcy Judge Martin Glenn
approved the deal, under which MFGI liquidation trustee James
Giddens has agreed to cooperate with class action plaintiffs in
pending cases and to assign them certain 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.


MIDSTATES PETROLEUM: Moody's Assigns 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Midstates
Petroleum Company, Inc. (MPO) and co-issuer Midstates Petroleum
Company LLC including a B3 Corporate Family Rating (CFR), a B3
Probability of Default Rating (PDR) and a Caa1 rating to its
proposed offering of $550 million senior unsecured notes. Moody's
also assigned an SGL -3 Speculative Grade Liquidity Rating
reflecting adequate liquidity. The net proceeds of this inaugural
debt offering will be used for acquisition financing and to repay
a portion of the outstanding borrowings under the company's
revolving credit facility. The rating outlook is positive.

Ratings Rationale

"This notes offering will fund the cash portion of MPO's pending
acquisition of Eagle Energy Production, LLC (Eagle) as well as
provide liquidity to the company's 2012 and 2013 capital spending
program," commented Andrew Brooks, Moody's Vice President, "while
diversifying its capital structure and extending the company's
debt maturity profile."

On August 11, Midstates announced that it had agreed to acquire
privately held Eagle Energy for $325 million in cash and $325
million in preferred stock. The acquisition is expected to close
in October 2012. The Eagle acquisition will more than double
Midstates' proved reserves on a pro forma basis to approximately
63.2 million Boe, while increasing production 90% to approximately
15,200 Boe per day, and diversify its basin concentration risk.
The B3 (CFR) reflects the size and scale of the combined
MPO/Eagle, which conforms to B3 peer group medians, its high
relative debt leverage, which on a run rate basis will initially
exceed $40,000 per Boe per day on production and approximately $25
per Boe on proved developed reserves, and the execution risk
inherent in integrating the Eagle acquisition and managing the
combined entities for growth. These weaknesses are offset by the
high proportion of liquids constituting Midstates' production and
proved reserves, enabling the company to generate attractive cash
margins. On a pro forma basis, about 65% of the combined
companies' estimated 63.2 million Boe proved reserves are liquids
(45% crude oil, 20% natural gas liquids -- NGLs, 35% natural gas).

Midstates, 41% owned by affiliates of the private equity
investment fund First Reserve Corporation (First Reserve), was
founded in 1993 and completed its initial public offering (IPO) in
April 2012, raising net proceeds of $214 million. It operates
exclusively in central Louisiana's Upper Gulf Coast Tertiary Trend
across approximately 103,400 net leasehold acres. Midstates'
development effort is focused on the Wilcox interval of the trend
where it is drilling both vertical and horizontal wells across
stacked oil producing intervals. Operations comprise 121 gross
producing wells as of June 30, 95% of which were operated by the
company, and in which it held an average 97% working interest.

Eagle Energy holds approximately 82,000 net leasehold acres in the
Mississippian Lime formation in northwestern Oklahoma and southern
Kansas. It has drilled 60 horizontal wells in the formation since
April 2010, ranking it as the third most active driller in the
Mississippian in Oklahoma. The Mississippian Lime is an attractive
oil resource play into which Eagle was an early entrant. It is
characterized by low drilling and completion costs, it generates
strong cash margins on production, and will diversify Midstates'
away from its single basin concentration.

The SGL-3 rating reflects adequate liquidity through 2013. April's
IPO proceeds retired in full $65 million of preferred units issued
to an affiliate of sponsor First Reserve to address tight
liquidity prior to the IPO, and to reduce borrowings under its
$200 million secured borrowing base revolving credit facility
($500 million commitment). As of August 30, $191.7 million was
outstanding under the facility. To facilitate the closing of the
Eagle acquisition, Midstates has negotiated a one-year $500
million unsecured bridge facility and an amended five-year
revolving credit facility whose borrowing base would increase to
$250 million, the effectiveness of both subject to closing the
Eagle acquisition. In addition, the company has obtained a
temporary $35 million increase in the revolver's borrowing base,
whose effectiveness is not conditioned on the Eagle acquisition.
The nonconforming increase provides a liquidity cushion in
expectation of the notes issue, and will expire upon the earliest
of the closing of the acquisition, the issuance of unsecured notes
and the scheduled March 2013 redetermination date. With a portion
of note proceeds directed to reducing revolving credit
outstandings, availability under the revolver together with
internally generated cash is expected to be sufficient to fully
fund Midstates' drilling budget through 2013, alleviating
potential liquidity concerns. Revolver covenants include a minimum
current ratio of 1.0x and maximum debt / EBITDA of 4.0x. As of
June 30, Midstates was in compliance these limits with a current
ratio of 1.02x and debt / EBITDA of 0.93x . The company has
received a waiver of its compliance with the September 30 and
December 31, 2012 current ratio covenant. This waiver relates
solely to timing issues around the expected October 2012 closing
date of the Eagle acquisition.

The positive outlook is based on the visibility in production and
reserve growth the Eagle acquisition affords Midstates, and
indications that relative debt leverage will decline as a function
of that growth. Presuming Midstates successfully integrates its
Eagle acquisition and executes on its growth objectives, achieves
sustained production approaching 25,000 Boe per day, and finances
that growth with limited use of incremental debt, an upgrade could
be considered. Conversely, should Midstates exhibit an inability
to achieve and sustain higher production levels above 20,000 Boe
per day, or that attaining this higher production is done so at a
materially higher cost, or should liquidity concerns re-emerge
over the course of growing the company's production, Midstates
could face a ratings downgrade.

The Caa1 rating on the proposed $550 million of senior notes
reflects both the overall probability of default of Midstates
Petroleum Company, to which Moody's assigns a PDR of B3, and a
Loss Given Default of LGD4 (69%). The company has a $500 million
secured reserve-base revolving credit facility with a borrowing
base of $200 million, maturing December 2014, whose $191.7 million
outstanding balance will be partially paid down with proceeds of
the new notes. The notes are subordinated to the senior secured
credit facility's potential priority claim to the company's
assets. The size of the potential senior secured claims relative
to the senior unsecured notes results in the senior notes being
rated one notch below the B3 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating Midstates Petroleum 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.

Midstates Petroleum Company, Inc. is an independent E&P company
headquartered in Houston, Texas.


NEWPAGE CORP: Verso Paper Axes Deal to Acquire Assets
-----------------------------------------------------
Michael Sheffield, staff writer at Memphis Business Journal,
reports that two months after announcing it was in discussions to
merge with NewPage Corp., Verso Paper Corp. has ended negotiations
with the company, one of Verso's primary competitors.

According to the report, the transaction would have included
$1.075 billion of new Verso first-lien notes, $150 million of
common stock and $200 million in cash. Verso would have paid 100%
of NewPage's debtor-in-possession financing, among other payments.

The report notes the announcement drove prices for Verso's shares
as high as $2.38 when announced July 13, even though Verso
officials said then they were disappointed with the "lack of
progress" being made with NewPage's first lein noteholders.

The report add shares of Verso's stock were down about 10% to
$1.80 near the close of trading on Sept. 5, 2012.

                        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.


NO APPLES: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: No Apples II - Moses Lake I, LLC
        Kirkland, WA 98033

Bankruptcy Case No.: 12-19073

Chapter 11 Petition Date: August 31, 2012

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

Judge: Timothy W. Dore

Debtor's Counsel: Richard G. Birinyi, Esq.
                  SCHWABE, WILLIAMSON & WYATT
                  1420 Fifth Avenue, Suite 3400
                  Seattle, WA 98101
                  Tel: (206) 622-1711
                  Fax: (206) 292-0460
                  E-mail: rbirinyi@schwabe.com

Scheduled Assets: $4,090,040

Scheduled Liabilities: $1,917,846

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-19073.pdf

The petition was signed by Brent C. Nicholson, managing member.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Brent & Mary Nicholson                10-14522            04/22/12
Graham Slam, LLC                      11-48268            10/20/11


NUVEEN INVESTMENTS: Moody's Assigns 'Caa2' Rating New Sr. Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of Nuveen
Investments, Inc. following the company's announcement that it
intends issue $1.15 billion of new senior unsecured notes to
repurchase $935 million of senior unsecured notes due in 2015 and
consolidate its senior secured first lien bank debt into a $2.28
billion term loan due 2017. The new senior unsecured notes will be
issued in two tranches; $400 million due 2017 and $745 million due
in 2017. The $434 million additional term loan issuance will
refinance senior secured bank debt due in 2014 and revolving
credit facility borrowings due in 2013 and 2015. Moody's has
assigned a B2 rating to the new senior secured term loan and a
Caa2 rating to the new senior notes. The outlook for Nuveen's debt
ratings is positive.

Ratings Rationale

Commenting on Nuveen's action, Moody's analyst Rory Callagy said,
"We believe that the refinancing of Nuveen's 2014 and 2015 debt
maturities does not have a material effect on the company's
ratings. The transaction will have a modest positive impact on
financial flexibility; however, this is offset by a moderately
negative impact on financial leverage.

The debt repurchases improve the company's debt maturity profile,
removing near term refinancing risks. Proforma leverage (total
debt/Moody's EBITDA) is expected to increase to 9.7x from 9.2x as
result of the transaction while interest coverage is expected to
remain unchanged given the expected all-in cost of the new
capital.

Moody's said that the company's ratings primarily reflect Nuveen's
weak financial fundamentals, characterized by high financial
leverage, marginal interest coverage and refinancing relative to
other Moody's-rated asset managers. Also considered in the rating
is Nuveen's good market position, diversified business mix and
strong distribution capabilities. The company's refinancing and
deleveraging strategy is also reflected in the company's ratings.

The positive outlook reflects Nuveen's strengthening brand and
positive operating fundamentals, despite recent headwinds from its
Tradewinds affiliate, and an expectation for further improvement
in its credit metrics.

Nuveen Investments, Inc., headquartered in Chicago, is a US-
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US. The company's assets under
management were $215 billion as of July 31, 2012.

Ratings assigned, all with positive outlooks, include:

  $170 million revolving credit facility at B2

  $420 million extended first lien term loan due 2017 at B2

  $1,145 million senior notes; $300 million due 2017 and $845
  million due 2020 at Caa2

Rating affirmed, all with positive outlooks, include:

  Corporate Family Rating of B3

  $1,846 billion senior secured first lien loan due 2017 at B2

  $280 million senior secured incremental term loan due 2017 at B2

  $500 million senior secured second lien loan due 2019 at Caa1

  $300 million 5.5% senior unsecured notes due 2015 at Caa2

The principal methodology used in this rating was Moody's Global
Rating Methodology for Asset Management Firms published in October
2007.


NUVEEN INVESTMENTS: S&P Rates $1.145-Mil. Senior Notes 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' debt rating
to Nuveen Investment Inc.'s $400 million senior unsecured notes
due 2017 and $745 million senior unsecured notes due 2020. At the
same time, the company is adding $435 million to the extended
first lien term loan due 2017.

"Nuveen will use the proceeds to prepay $935 million 10.5% senior
unsecured notes due 2015, $298 million (nonextended) first lien
term loan due 2014, $14 million nonextended revolving credit
facility due 2013, and $108 million extended revolving credit
facility due 2015. It will use the remainder of the proceeds to
cover various refinancing costs and add approximately $150 million
of cash to the balance sheet," S&P said.

"On the positive side, the transactions extend near-term debt
maturities. The next major debt maturity is $300 million 5.5%
senior unsecured notes due 2015. On the negative side, gross
outstanding debt will increase to $4.5 billion--a heavy burden
that limits the ratings on Nuveen," S&P said.

RATINGS LIST
Nuveen Investment Inc.
Issuer credit rating                          B-/Stable/--

New Ratings
Nuveen Investment Inc.
$400 million senior unsecured notes due 2017  CCC
$745 million senior unsecured notes due 2020  CCC


O&G LEASING: Debtor, FSB Attack & Defend Competing Plans
--------------------------------------------------------
O&G Leasing, LLC, may emerge from bankruptcy based on a Chapter 11
plan proposed by the Debtor itself or a competing plan proposed by
First Security Bank, the indenture trustee for holders of
prepetition debentures.  The scheduling order says there will be
hearings held Nov. 7 to 9, 2012 and Nov. 28 to 30 to consider
confirmation of the competing plans.  A preliminary hearing and
pretrial conference will be held on Nov. 6.  Parties will complete
discovery related to the plans by Oct. 31.

The Indenture Trustee's plan contemplates that Red Mountain
Resources, Inc. or its newly formed subsidiary Hunter Drilling,
will purchase the Debtors' assets.

The Debtor has raised questions with respect to the feasibility of
FSB's Plan.  The Debtor, in an objection to FSB's first amended
disclosure statement, points out that Hunter Drilling is a start-
up company with no employees thus FSB should provide in detail who
will be running operations and should provide information whether
Hunter Drilling has any work for the Debtors' drilling rigs or any
prospects for work such that performance of its obligations under
FSB's Plan is possible.  The Debtor also said that FSB should
identify the sources of its cash to pay off claims.

FSB countered with its own objections to the Debtor's Plan.  FSB
says the Debtor's disclosure statement should not be approved
because it describes a plan that fails to satisfy conditions to
confirmation.

"While the Debtors have operated at or near the top of the market
for the past 26 months, they have not addressed what steps, if
any, have been or will be taken by management to improve their
profitability by increasing income, reducing expenses and/or
increasing efficiencies significantly beyond the level at which
the Debtors have operated to date," FSB said in court filings.

FSB, among other things, points out that the Debtor Plan proposes
to pay to the Class 5 General Unsecured Creditors at the rate of
$100,000 per quarter so that those creditors are paid in full
within six or seven quarters, whereas more senior creditors
(Class 2 2009 Senior Debentures and Class 4 2009 Subordinated
Debentures) are to be paid over 8 and 10 years, respectively.

The Debtor's Plan, according to FSB, discriminates unfairly, is
not fair and equitable, does not comply with the applicable
provisions of the Bankruptcy Code and therefore is not
confirmable.

Meanwhile, Washington State Bank said in court filings that the
Indenture Trustee and the Debtors are each presenting a plan that
cannot be confirmed.

"Various amounts of discovery and depositions have been scheduled,
cancelled and rescheduled. Until there is some resolution of
discovery disputes and information provided, a complete Objection
(if any) cannot be filed," Washington State Bank said.

FSB is represented by:

         Stephen W. Rosenblatt, Esq.
         Christopher R. Maddux, Esq.
         BUTLER SNOW O'MARA STEVENS & CANNADA, PLLC
         1020 Highland Colony Parkway, Suite 1400
         Ridgeland, MS 39157
         Telephone: (601) 985-4502
         Facsimile: (601) 985-4500
         E-mail: steve.rosenblatt@butlersnow.com
                 chris.maddux@butlersnow.com

Washington State Bank is represented by:

         Derek A. Henderson, Esq.
         1765-A Lelia Dr, Ste 103
         Jackson, MS 39216
         Tel: (601) 948-3167
         E-mail: derek@derekhendersonlaw.com

                        About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.  The
Debtors' cases have been jointly administered.


PEREGRINE FINANCIAL: Trustee Sticks by $20,000 Raise for Lawyer
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for commodity broker Peregrine Financial
Group Inc. filed more papers Sept. 4 supporting his proposal to
give a $20,000 raise to inside General Counsel Rebecca Wing,
increasing her salary to $400,000.  The bankruptcy judge in
Chicago was set to hold a hearing Sept. 5 to consider the request.

According to the report, responding to the trustee's most recent
request for authority to continue operating the business, the
bankruptcy judge bowed to objection from some creditors and gave
trustee Ira Bodenstein an opportunity to proffer additional
support for his proposal to raise Ms. Wing's salary.

The report relates that in a court filing Sept. 4, the trustee
said Ms. Wing's salary was on track to exceed $400,000 this year
until the scandal surfaced and Peregrine went into liquidation.
The trustee said Ms. Wing already turned down an offer to become a
partner at a Chicago law firm.  Mr. Bodenstein called Ms. Wing
"extremely valuable" in the liquidation and someone who has
"important knowledge" about lawsuits he plans on filing.

The report notes that Ms. Wing had been Peregrine's general
counsel since 1997.  The papers filed Sept. 4 didn't say anything
about what Ms. Wing knew concerning the fraud.

                     About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

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


PEREGRINE FINANCIAL: Trustee Mulls Lawsuits to Recover Funds
------------------------------------------------------------
American Bankruptcy Institute, citing Reuters, reports that Ira
Bodenstein, the bankruptcy trustee for Peregrine Financial Group,
may use lawsuits to try to recover funds missing from customer
accounts at the collapsed brokerage.


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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

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


PEREGRINE FINANCIAL: Trustee Wins Judge Nod for GC Salary Boost
---------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that an Illinois
bankruptcy judge on Wednesday gave Peregrine Financial Inc.'s
trustee approval to boost the company general counsel's pay by
about $20,000 from last year, rejecting an objection by creditors
who said the in-house attorney could still leave the collapsed
brokerage firm at any time.


                     About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

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


PHILADELPHIA ORCHESTRA: Court Confirms Bankruptcy-Exit Plan
-----------------------------------------------------------
The Associated Press reports a federal bankruptcy judge has
approved a reorganization plan allowing The Philadelphia
Orchestra, the presenter of the Philly Pops, to leave bankruptcy
in about two weeks.

Citing the Philadelphia Inquirer, AP said U.S. Bankruptcy Court
Judge Eric Frank applauded lawyers for arriving at a plan with
minimal litigation and wished the Pops luck.  Frank Giordano,
president and chief executive officer of Encore Series Inc.,
said after Wednesday's hearing that "Now we have to sell some
tickets."

AP relates, earlier this month, the court approved a deal calling
for Pops artistic director Peter Nero to step down next year after
more than three decades as the group's leader.

                   About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PREFERRED PROPPANTS: S&P Puts 'B+' Corp. Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Radnor, Pa.-based Preferred Proppants LLC, including the 'B+'
corporate credit rating, on CreditWatch with negative
implications. "The CreditWatch negative listing means the rating
could be affirmed or lowered following the conclusion of our
analysis," S&P said.

"The CreditWatch reflects our view that demand for certain types
of frac sand products has fallen significantly as low-priced
natural gas has prompted a decline in gas drilling, which has not
been offset by oil drilling, and as demand for higher-margin
resin-coated products has also declined as customers attempt to
cut costs by substituting less expensive raw sand products," said
Standard & Poor's credit analyst Gayle M. Bowerman. "Preferred
Proppants' sales volumes are tracking to levels which are
meaningfully lower than our anticipated levels for the year, and
the company is also placing previously announced capacity
expansions on hold, which further reduces our expectations. As a
result, Preferred Proppants's performance remains below our
previous expectations of leverage below 2.5x and funds from
operations to total debt above 20%."

"In addition, the higher-than-expected capital spending may have
constrained the company's liquidity such that its covenant cushion
falls below the 15% threshold as defined by our criteria for
adequate liquidity. As of June 30, 2012, Preferred Proppants had
total liquidity of $25 million, consisting of about $1.6 million
in cash and the remainder in availability under the company's $60
million revolving credit facility due 2016," S&P said.

"In resolving the CreditWatch, we will review our performance
expectations, Preferred Proppants' liquidity position, and assess
industry conditions to determine whether a lower rating is
warranted. This will include meeting with management to discuss
operating prospects, capital expansion plans and its liquidity
position relative to our expectations. Potential outcomes of the
CreditWatch include an affirmation of the rating or a one-notch
downgrade," S&P said.


QEP RESOURCES: Moody's Rates $600 Million Senior Notes 'Ba1'
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to QEP Resources,
Inc.'s (QEP) proposed offering of $600 million senior notes due
2023. The proceeds of the notes offering combined with revolver
borrowings and cash on hand will be used to fund a $1.4 billion
acquisition of oil and gas properties that is expected to close
later this month. The rating outlook remains stable.

Ratings Rationale

"The recently announced debt funded acquisition of properties in
the Williston Basin will significantly increase QEP Resources'
leverage metrics," commented Pete Speer, Moody's Vice President.
"However, we expect the company to sell assets to repay a
significant portion of the acquisition debt and reduce its
leverage metrics by the middle of 2013."

The acreage and existing production being acquired for $1.4
billion is in close proximity to QEP's existing Bakken/Three Forks
properties in North Dakota and thereby bolsters it production
growth opportunities in this oil rich basin. The increased debt
levels following the acquisition and largely undeveloped nature of
the properties being purchased will greatly increase the company's
leverage on production and proved developed (PD) reserve volumes.
Pro forma for the acquisition, Debt/average daily production
increases to around $22,000 boe/d from $14,554 boe/d at June 30,
2012, and Moody's estimates that pro forma Debt/PD will increase
to possibly as high as $10/boe from $6/boe.

QEP's leverage metrics were relatively low compared to some Ba1
rated E&P peers and well below the Ba2-rated peer averages of
around $21,000 boe/d and $9/boe, so there was some room in the
existing ratings for higher leverage. The rating outlook remains
stable based on Moody's expectation that QEP will execute its
asset sales plan to reduce its leverage by the middle of 2013 and
successfully develop its expanded acreage position in the Bakken
and Three Forks.

QEP's Ba1 Corporate Family Rating (CFR) is supported by its long-
term track record of production and proved developed (PD) reserves
growth at competitive costs and conservative financial policies.
The rating incorporates the risks of the company's current natural
gas and basin concentration in the Pinedale Anticline and the
Haynesville Shale. QEP's credit profile benefits from its
midstream business that serves its own production but also
generates third party cash flows and has substantial asset value.
The company is significantly growing its oil and natural gas
liquids (NGL) production both organically and through acquisitions
to add more commodity and basin diversification to its property
portfolio.

The ratings for QEP could be downgraded if its post-acquisition
leverage is not reduced as expected. Debt/PD and debt/average
daily production sustained above $9/boe and $20,000/boe,
respectively, could result in a ratings downgrade. An upgrade is
unlikely through the middle of 2013 given the elevated leverage
resulting from the acquisition. If QEP further increases its oil
and NGL production as a proportion of its total production at
competitive costs and reduces its leverage metrics to pre-
acquisition levels then the ratings could be upgraded to Baa3.
Liquids representing over 33% of total production and oil in
excess of 20% could provide sufficient portfolio balance to
support an upgrade. Debt/PD would also have to decline to around
$6/boe and debt/average daily production to below $15,000 boe/d on
a sustainable basis in order for the ratings to be upgraded.

The Ba1 rating on the proposed $600 million senior notes reflects
both the overall probability of default of QEP, to which Moody's
assigns a PDR of Ba1, and a loss given default of LGD 4 (57%). In
addition to its senior notes, the company has a committed $1.5
billion senior unsecured revolving credit facility with
approximately $700 million drawn (pro-forma for notes issuance and
acquisition) and a $300 million unsecured term loan due 2017. The
credit facility, term loan, existing senior notes and new senior
notes are all issued at the parent level, unsecured and have no
subsidiary guarantees. Therefore the senior notes are rated the
same as the Ba1 CFR under Moody's Loss Given Default Methodology.

The principal methodology used in rating QEP 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.

QEP Resources, Inc. is an independent exploration and production
company based in Denver, Colorado.


S & P CONVEYORS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: S & P Conveyors, Inc.
        168 E. Ridge Road
        Nottingham, PA 19362

Bankruptcy Case No.: 12-18326

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST BIELLI & WALLEN, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oelegal.com

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

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

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

The petition was signed by Salomon Ortiz, president.


SALLY BEAUTY: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on Denton, Texas-based Sally Beauty Holdings Inc.
and Sally Holdings LLC. The outlook is positive.

"We also kept our 'BB+' issue-level rating on Sally Holdings LLC
and Sally Capital Inc.'s (as co-issuers) 5.75% senior unsecured
notes due 2022 unchanged after the proposed $150 million add-on.
This would represent a drawdown from the company's shelf
registration. The recovery rating on this debt remains '3',
indicating our expectation of meaningful (50% to 70%) recovery for
noteholders in the event of a payment default," S&P said.

"The ratings on Sally Beauty Holdings and its indirect wholly
owned subsidiaries Sally Holdings and Sally Capital reflect
Standard & Poor's opinion that Sally's financial risk profile is
'significant' and its business risk profile is 'satisfactory,'"
S&P said

"We assess Sally's financial risk profile as significant,
reflecting our belief that the company will at least maintain a
moderately leveraged capital structure, predictable positive cash
flow generation -- given the fairly stable characteristics of its
distribution business -- and credit protection measures," said
Standard & Poor's credit analyst Jayne Ross. "In addition, we view
the company's business risk profile as satisfactory, given its
position as the largest U.S. beauty supply distributor in the
U.S., somewhat countered by its participation in the competitive
and very fragmented professional beauty supply industry, both
domestically and internationally. We also factor in our
expectation that Sally will make small tuck-in acquisitions and
moderate share repurchases over the intermediate term, but that
they will not be credit-damaging."

"In our view, Sally has performed well since its spinoff from
Alberto-Culver in 2006. Indeed, the company has exceeded our
expectations in terms of its operating performance through the
recession and its debt reduction. Same-store sales continue an
upward trend, rising 5.2% in the third quarter compared with 5.9%
in the prior year. We believe that the company will be able to
sustain these trends over the next several years because of the
stable, recurring nature of its business. We expect new store
openings and small acquisitions to continue, like the recent
acquisition of Kapperservice Floral B.V., the largest professional
beauty supply group in the Netherlands, which the company funded
primarily with free cash flow, to propel sales growth," S&P said.

Currently at about 3.2x, debt leverage has consistently improved
because of EBITDA growth and debt repayment and EBITDA to interest
coverage improved to 4.4x as of June 30, 2012 as compared to 3.6x
in the prior year. Over the next year, S&P estimates that credit
ratios could be indicative of an 'intermediate' financial risk
profile.  S&P projects leverage will be below 3x, EBITDA interest
coverage will improve to the low-5x area, and funds from
operations (FFO) to total debt will be in the mid-20% area.
Specifically, S&P's assumptions for Sally include:

-- High-single-digit positive revenue increases and mid- to high-
    single-digit same-store growth;

-- Modest improvement in margin because of sales leverage, low-
    cost sourcing, and increased sales of higher margin exclusive-
    label products;

-- Capital expenditures of about $70 million in fiscal 2012 and
    about $75 million in fiscal 2013; and

-- Share repurchases of $200 million in fiscal 2012 and fiscal
    2013.

"Our rating outlook on Sally is positive. We expect the company to
maintain its upward momentum, with positive sales and same-store
sales, and modest margin improvement, which should result in
stronger credit protection measures over the next year. We could
raise the rating if the company were to improve and sustain debt
leverage (adjusted for operating leases) in the 2.5x area. We
estimate that this could occur over the next 12 months if Sally's
operating performance continues at its current pace, with gross
margin improving by more than 50 basis points (bps) or more while
growing revenues in the high-single o low-double digit range, or
some combination of the two factors," S&P said.

"We could revise the outlook to stable if the company's credit
metrics do not improve over the next year as we expect, with
adjusted debt leverage remaining above the 3x area. We estimate
that this could occur if sales decline to the mid-to low-single
digits or operating margins decrease by about 50 bps or more or
some combination of the two factors. In addition, if the company's
financial policies become somewhat more aggressive, resulting in
debt leverage remaining above 3x," S&P said.


SALLY HOLDINGS: Note Add-On Won't Impact Moody's 'Ba3' CFR
----------------------------------------------------------
Moody's Investors Service said that Sally Holdings LLC's Ba3
Corporate Family Rating and positive outlook are not impacted by
the proposed $150 million add-on to its $700 million senior
unsecured notes due 2022. The Ba3 rating on Sally's existing
unsecured notes is also not affected. Proceeds from the add-on
notes will be used for general corporate purposes which may
include funding acquisitions, share repurchases or repayment of
outstanding debt obligations.

The principal methodology used in rating Sally Holdings LLC was
the Global Retail Industry Methodology published in June 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.

Sally Holdings LLC, based in Denton, Texas, is an international
retailer and distributor of beauty supplies. Its two subsidiaries,
Sally Beauty Supply and Beauty Supply Group (BSG), sell and
distribute beauty products to individual retail consumers and
salon professionals. Products are distributed through a network of
over 4,300 stores in 12 countries. Revenues exceeded $3.4 billion
for the twelve month period ended June 30, 2012.


SANDS CASTLES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sands Castles Ventures, L.L.C.
        3131 Memorial Court, Suite 5113
        Houston, TX 77007

Bankruptcy Case No.: 12-36465

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: David R. Jones

Debtor's Counsel: Peggy J. Lantz, Esq.
                  LAW OFFICES OF PEGGY J. LANTZ
                  6363 Woodway Drive, Suite 910
                  Houston, TX 77057
                  Tel: (832) 242-6222
                  Fax: (832) 204-4242
                  E-mail: PeggyLantz@hotmail.com

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

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

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

The petition was signed by Ronald C. Sands, president.


SANTA YSABEL: Indian-Owned Casino Tossed From Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Yavapai Apache Nation contended that the Santa
Ysabel Resort & Casino, owned by another tribe, wasn't eligible
for bankruptcy.  The Apaches came out on top.  The casino's
Chapter 11 reorganization begun in July is being dismissed,
according to court records.

According to the report, the Apaches, a secured lender, contended
that the Santa Ysabel Casino on Lake Henshaw in North San Diego
County wasn't a separate corporation. Rather, the casino was
merely part of the Iipay Nation of Santa Ysabel, a federally
recognized tribe.  The Apaches sought dismissal of the bankruptcy
on the theory that a tribe is a governmental entity ineligible for
bankruptcy.

The report relates that the U.S. Trustee filed a companion motion
to dismiss the bankruptcy, also arguing that the unincorporated
casino was ineligible as a government unit.  The 37,000-square-
foot casino opened in 2007 with 349 slot machines, four poker
tables and six table games.  An accompanying hotel and resort
never were built.  The casino was developed with a $26 million
loan which the Apaches took over as the result of a guarantee of
bank debt.  The Apaches also made a $7 million loan.

               About Santa Ysabel Resort and Casino

Santa Ysabel Resort & Casino -- http://www.santaysabelcasino.com/
-- operates a casino located off of Highway 79 in North San Diego
County overlooking Lake Henshaw on tribal Indian reservation land
in Santa Ysabel, California.  The Casino is housed in a one-story,
37,000 square-foot building with 349 class III slot machines, four
poker tables, six table games, and a restaurant and bar with 200-
person seating capacity.  The Casino employs roughly 120 people
and is the largest employer in Santa Ysabel.  The Casino is owned
by the Iipay Nation of Santa Ysabel, formerly known as the Santa
Ysabel Band of Mission (Diegueno) Indians, a federally recognized
Indian tribe.  The Casino is operated pursuant to the Indian
Gaming Regulatory Act under title 25 of the United States Code.

The Casino was funded with a primary loan from JP Morgan in the
amount of roughly $26,000,000 and a secondary loan from the
Yavapai Apache Nation in the amount of $7,000,000.  In 2009 the
YAN purchased the JP Morgan Debt.  The Casino also has $1.3
million in unsecured trade debt.

The Iipay Nation of Santa Ysabel, a federally recognized Indian
Tribe, filed a resolution authorizing the Chapter 11 bankruptcy
filing of Santa Ysabel Resort and Casino (Bankr. S.D. Calif. Case
No. 12-09415) in San Diego on July 2, 2012.

Judge Hon. Peter W. Bowie presides over the case.  Ron Bender,
Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
serves as counsel.  Virgil Perez, the Santa Ysabel tribal
chairman, signed the Chapter 11 petition.  The Debtor disclosed
$1,480,615 in assets and $54,826,695 in liabilities as of the
Chapter 11 filing.


SCC KYLE: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SCC Kyle Partners, Ltd.
        301 Congress Avenue, Suite 1550
        Austin, TX 78701

Bankruptcy Case No.: 12-11978

Chapter 11 Petition Date: August 31, 2012

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

Judge: H. Christopher Mott

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

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

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

The petition was signed by Scott A. Deskins, president of SCC Kyle
Partners, GP, LLC, general partner.

Debtor's List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hays Central Appraisal District    Real Property Tax      $458,935
21001 IH 35 North
Kyle, TX 78640

Texas EcoGrow                      Services                 $3,897
10135 Metropolitan Drive
Austin, TX 78758

Libby Simonson                     Services                 $2,000
P.O. Box 1806
Liberty, TX 77575

SCC Kyle Lot 1-J, Ltd.             Services                   $567


SEQUENOM INC: Board Elects Additional Director
----------------------------------------------
Sequenom, Inc.'s Board of Directors elected Myla Lai-Goldman,
M.D., as a director, effective Sept. 11, 2012.  The Board
appointed Dr. Lai-Goldman to the Science Committee of the
Company's Board of Directors.

In accordance with the Company's compensation policies for non-
employee directors, on the effective date of Dr. Lai-Goldman's
appointment as director, Dr. Lai-Goldman will be granted a
nonqualified stock option to purchase 40,000 shares of the
Company's common stock, which will have an exercise price equal to
the fair market value of the common stock on the date of grant.
Additionally, in accordance with the Company's compensation
policies for non-employee directors, Dr. Lai-Goldman will be
entitled to receive a $40,000 annual retainer for her service as
director, and a supplemental annual retainer of $2,000 for her
service as a member of the Science Committee.  Upon Dr. Lai-
Goldman's reelection as a director at each annual stockholder
meeting, Dr. Lai-Goldman will be entitled to receive a
nonqualified stock option to purchase 20,000 shares of the
Company's common stock, which will vest upon the earlier of the
first anniversary of the grant date or the date of the next annual
stockholder meeting following the date of grant.  Dr. Lai-Goldman
will enter into an indemnification agreement with the Company.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $161.05
million in total assets, $59.03 million in total liabilities and
$102.02 million in total stockholders' equity.


SGS INT'L: S&P Puts 'B+' Issuer Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
Louisville, Ky.-headquartered SGS International Inc., along with
all issue-level ratings on its debt, on CreditWatch with negative
implications.

"The CreditWatch placement is based on SGS' announcement that it
will be acquired by private-equity investor Onex Corp. for $813
million," S&P said.

"We believe that both debt leverage and financial risk are likely
to increase correspondingly," explained Standard & Poor's credit
analyst Hal Diamond. "The transaction is valued at a multiple of
EBITDA for the last 12 months ended June 30, 2012 of slightly less
than 9x."

"In the second quarter, revenue and EBITDA increased 2.6% and
6.7%. We expect EBITDA will increase at a mid-single-digit percent
rate in the second half of 2012 due to continued volume growth
with consumer packaged goods companies. We estimate pro forma
lease-adjusted debt to EBITDA would increase to the mid-6x area
for the 12 months ended June 30, 2012, from an actual level of
3.2x based on the announcement that Onex will make an equity
investment of about $260 million in SGS," S&P said.

"We expect to meet with management to discuss its business
outlook, review the new capital structure, and assess the
financial policy post-LBO. We will likely resolve the CreditWatch
listing on completion of the acquisition," S&P said.


SKY KING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sky King, Inc.
        dba Sky King Airlines
        10850 Wilshire Boulevard, Sixth Floor
        Los Angeles, CA 90024

Bankruptcy Case No.: 12-35905

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, #400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

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

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

The petition was signed by Dennis Steven Brown, secretary.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
AerSale, Inc.                      Lease Payments       $1,511,340
121 Alhambra Plaza, #1110
Coral Gables, FL 33134

AC Corp.                           Lease Payments       $1,238,059
610 Newport Center Drive, 14th Floor
Newport Beach, CA 92660

Gulfstream                         --                     $862,510
545 New LeJeune Road
Miami, FL 33134

C&T Charters                       --                     $809,551
9328 Pone De Leon Boulevard
Coral Gables, FL 11314

Aergo London                       Lease Payments         $697,972
Warrington House
Mount Street Crescent
Dublin 2, Ireland

Trito Aviation                     Lease Payments         $549,994
55 Green Street
San Francisco, CA 94111

Marazul                            --                     $539,312
815 NW 57th Avenue, #201
Miami, FL 33126

Wilson International Services      --                     $275,288
4919 SW 75th Avenue
Miami, FL 33155

World Fuel Service                 --                     $224,149

Chemoil Aviation, COP              --                     $185,305

H.A.S. Aviation Corp.              --                     $107,310

Xael Charters                      --                      $92,700

Aircraft and Engine Parts, LLC     --                      $92,451

Department of Homeland Security    --                      $85,000

Liner Grode                        --                      $79,538

Miami Dade Aviation Department     --                      $77,149

STS AeroStaff Services, Inc.       --                      $74,502

Pan Am International Flight Academy--                      $70,040

Ikaros Aviations, Inc.             --                      $66,978

Associated Energy Group            --                      $59,212


SOLYNDRA LLC: Modifies Disclosures With Summary of Tax Losses
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that objections from the U.S. Energy Department and the
Internal Revenue Service prompted Solyndra LLC to modify
disclosure materials by adding a few paragraphs summarizing tax
losses that might be utilized in future years by the reorganized
company.

According to the report, the changes were disclosed in a filing
Sept. 4 with the U.S. Bankruptcy Court in Delaware in anticipation
of the Sept. 7 hearing for approval of disclosure materials
explaining the company's Chapter 11 plan.  Once the disclosure
statement receives the court's imprimatur, creditors can begin
voting on the plan.  Solyndra said that net operating tax-loss
carry forwards will range between $875 million and $975 million
when the company emerges from reorganization.  To utilize the tax
losses in offsetting future income, the company's owners will be
required to acquire business that generate profits.  As yet, the
prospective owners haven't identified businesses to be combined
with Solyndra.

The report relates that assuming net income in future years is as
much as $975 million before the ability to use tax losses expire,
and also assuming a 35% federal tax rate, Solyndra's revised
disclosure statement says the owners will be able to save $306
million to $341 million in taxes.  Objecting to the disclosure
statement in August, the government said that plan sponsors
Argonaut Ventures I LLC and Madrone Partners LP would be able to
use the losses "to avoid hundreds of millions of dollars in future
income taxes that they would owe on business ventures wholly
unrelated" to Solyndra.

The report notes that the government said the two plan sponsors
are existing shareholders.  Assuming shortcomings in the
disclosure statement have been remedied, it remains to be seen
whether the government will object to approval of the plan by
contending it's primarily meant to avoid taxes.  Should the
government raise the confirmation objection, Solyndra might
respond by saying that the plan complies with IRS regulations.

The report relays that the Energy Department has a claim for
$528 million resulting from a guarantee of debt.  Solyndra filed a
liquidating Chapter 11 plan at the end of July.  The revised
disclosure statement shows unsecured creditors with claims
totaling as much as $135 million recovering 2.2% to 3.3%.
Unsecured creditors with $27 million in claims against the holding
company are projected to have 3% dividend.

                        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.


SOURCEGAS LLC: Fitch Affirms 'BB+' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed SourceGas, LLC's (SGL) 'BB+' long-term
Issuer Default Rating (IDR) and 'BBB-' senior unsecured debt
rating. The Rating Outlook remains Stable.  Approximately $325
million of senior notes is affected by the action.

Key Rating Drivers

Ownership Structure: SGL is a wholly owned subsidiary of SourceGas
Holdings LLC (SGH, not rated by Fitch), with ultimate owners of
General Electric (through various subsidiaries) and Alinda
Investments LLC.  The capital structure is fairly leveraged, which
Fitch expects will be sustained throughout the forecast period,
especially when incorporating the debt at SGH.

Low Business Risk: SGL's ratings reflect the low-risk business
profile of its regulated gas distribution utility operations in
Colorado, Nebraska, Wyoming, and Arkansas.  Commodity costs are a
straight pass-through to customers via recovery mechanisms.  While
rates are not fully decoupled, fixed service charges currently
represent over 50% of utility revenues, varying per jurisdiction.

Limited Commodity Exposure: The utilities have gas cost recovery
mechanisms in place, with adjustments quarterly in Wyoming, semi-
annually in Arkansas, and annually in Colorado and Nebraska.
Generally, under- or over-collections from customers are
reconciled on an annual basis.  SGL is also authorized to engage
in hedging activities to mitigate commodity cost and volume risks
in Arkansas, Colorado, and Wyoming, the costs of which also flow
through the gas cost recovery mechanisms.

Constructive Regulation: SGL has received balanced outcomes in its
recent rate cases and is authorized the use of various adjustment
mechanisms that help to stabilize cash flows.  Notably, in
Arkansas SGL is authorized a weather normalization adjustment
mechanism, which helped to decrease the negative impact of warm
winter weather in the first quarter of 2012.

Strategic Focus: Management changes in recent years have brought
an experienced team that is focused on managing regulatory
relationships to reduce lag and support greater predictability of
financial performance.  Management has been successful thus far in
cost-cutting initiatives which began in 2011 and have boosted
EBITDA into 2012.  Continuing progress, most importantly on the
regulatory front, will be a key rating driver going forward.

Relatively High Leverage: Leverage at SGL and its parent remains
high relative to other small to mid-sized gas utility companies.
Fitch expects Total Debt to EBITDA to remain at approximately 5
times (x) for 2012 and over the three-year forecast period.  Over
the same period, Funds Flow from Operations (FFO) to debt is
expected to be stable, generally in the range of 15 - 17%. This
assumes modest annual meter growth of just above 1% driven
primarily by propane conversions, recognizing that such
conversions require some level of capital investment.  Limiting
financial flexibility during the forecast period is the relatively
short tenor of the debt, presenting possible refinancing risk in
2013 and 2014 when both term loans mature.

Liquidity and Capital Resources

Liquidity is adequate given SGL's seasonal borrowing requirements
and planned capital expenditures.  SGL's capital structure
includes $325 million of senior notes due 2017, a $125 million
two-year term loan due 2014, a $75 million one-year term loan due
2013, and a $175 million revolving credit facility which expires
in 2016.  As SGL utilized the proceeds from the $75 million one-
year term loan to pay down revolver balances, liquidity has
improved, with the majority of the revolver left undrawn.  Fitch
expects SGL to use the revolver to fund the portion of capex that
is not met by internally generated funds after distributions to
its owner.

What Could Trigger A Rating Action

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

  -- Improvement in Debt to EBITDA toward 4.0x and FFO to Debt
     projected consistently above 17%.

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

  -- An increase in leverage or distributions to its owners done
     at the expense of debt holders;
  -- Deterioration in operating performance, possibly due to
     adverse regulatory outcomes.

Fitch has affirmed the following ratings:

SourceGas LLC

  -- Long-term IDR at 'BB+'
  -- Senior unsecured notes at 'BBB-'

The Rating Outlook is Stable.


SOUTH EDGE: JPMorgan Gets Partial Win in $13MM Contract Suit
------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that a Nevada
federal judge on Tuesday ruled partly in JPMorgan Chase Bank NA's
favor in its $13 million lawsuit against Meritage Homes Corp.,
finding Meritage liable for a share of a loan agreement to a
bankrupt developer, but denying the lender's request for damages.
In a summary judgment order, Judge Philip M. Pro sided with
JPMorgan, saying it did not act in bad faith in its dealings with
Meritage.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank, N.A., Credit Agricole Corporate and
Investment Bank, and Wells Fargo Bank, N.A., filed an involuntary
chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 10-32968)
on Dec. 9, 2010, against South Edge, LLC.  The petitioning
creditors are part of a lender group that provided a $595 million
credit.  New York-based JPMorgan serves as lender and agent for
the group.  South Edge filed motions to dismiss the involuntary
petition.

The Court conducted a contested trial on Jan. 24 and 25, 2011, and
Feb. 2 and 3, 2011.  On Feb. 3, 2011, the Court entered an order
for relief under Chapter 11 of the Bankruptcy Code against the
Debtor and issued an order directing the appointment of a chapter
11 trustee.  The United States Trustee appointed Cynthia Nelson to
serve as Chapter 11 trustee on Feb. 20, 2011.  The Court approved
the appointment three days later.

South Edge is represented by lawyers at Klee, Tuchin, Bogdanoff
and Stern LLP, and The Schwartz Law Firm, Inc., as legal counsel.
The Chapter 11 trustee also tapped Schwartzer & McPherson Law Firm
as local counsel.

Petitioning creditors JPMorgan Chase Bank, N.A., and Wells Fargo
Bank, N.A., are represented by lawyers at Morrison and Foerster
LLP; and Lewis and Roca LLP.  Credit Agricole is represented by
lawyers at Haynes and Boone LLP, and Jolley Urga Wirth Woodbury &
Standish.

On Oct. 27, 2011, the Bankruptcy entered an order confirming a
joint plan of reorganization that will implement a settlement
negotiated in May by the secured lenders with the Chapter 11
trustee and the homebuilders that represented 92% of the ownership
interests in the project.  The plan was proposed by JPMorgan Chase
Bank, N.A., as administrative agent under the Prepetition Credit
Agreement, and the settling homebuilders.  The plan calls for the
settling homebuilders to pay the lenders $335 million to settle
their claims.

Meritage filed the sole objection to the plan and was not part of
the settling group.  Meritage has taken an appeal from the
confirmation order.

A copy of the Joint Plan of Reorganization proposed by JPMorgan
Chase Bank, N.A., as administrative agent under the prepetition
credit agreement, and the Settling Builders (amended as of
Oct. 21, 2011) is available for free at:

          http://bankrupt.com/misc/southedge.dkt1309.pdf

A copy of the Order confirming the Joint Plan of Reorganization
is available for free at:

          http://bankrupt.com/misc/southedge.dkt1335.pdf


SP NEWSPRINT: Wins Judge OK to Sell Biz for $145MM
---------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi on Tuesday approved the sale of SP
Newsprint Holdings LLC for $145 million to a group of lenders led
by General Electric Capital Corp. that had served as a stalking
horse bidder for the troubled paper recycler since July.

After poring over eleventh-hour changes, Judge Sontchi agreed to
sign off on the sale documents, which included requests for
additional debtor-in-possession financing and the conversion of
the post-sale case from Chapter 11 to Chapter 7, according to
Bankruptcy Law360.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


STANFORD INT'L: Receiver Aims to File Payment Plan This Fall
------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that the cheated investors of convicted Ponzi-scheme operator R.
Allen Stanford could see a plan to return some of their stolen
funds as soon as this fall, although there may not be much more
than $110 million to cover the more than $6 billion they're owed.

                   About Stanford International

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.


STARZ LLC: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Englewood, Colo.-based Starz LLC, an owner and
operator of premium cable networks. The rating outlook is stable.

"We also assigned Starz's proposed $500 million senior unsecured
notes due 2019 (co-issued with Starz Finance Corp.) our 'BB'
issue-level rating (the same as the corporate credit rating) with
a recovery rating of '4', indicating our expectation of average
(30% to 50%) recovery for lenders in the event of a payment
default. The company intends to use proceeds from the notes
offering to repay the outstanding balance on its term loan," S&P
said.

"The 'BB' corporate credit rating incorporates our assumption of
moderate revenue growth over the next several years, resulting
from subscriber growth and modest price increases," said Standard
& Poor's credit analyst Andy Liu. "We view Starz's business risk
profile as 'fair' (based on our criteria) because of the broad
carriage of its cable networks by cable, telecom, and direct
broadcast satellite (DBS) TV providers, and a track record of
stable subscriber trends. While we believe that Starz (following
its spin-off from Liberty Media) will be more focused on its core
operations, the company could pursue acquisitions outside of cable
networks and content generation. We view the company's financial
risk as 'significant.' given the potential for sizable debt-
financed acquisitions. A healthy EBITDA margin, good discretionary
cash flow, and moderate debt leverage only partially offset these
risks."

"The stable outlook incorporates our expectation of fairly stable
operating performance over the intermediate term. While there are
some longer term threats to premium movie channels, such as
subscribers dropping cable and satellite services and alternative
forms of movie distribution (e.g., over the Internet), we believe
that they are unlikely to have a meaningful effect on Starz over
the next several years. If this assumption proves optimistic, we
could lower the rating," S&P said.

"The most probable driver of a rating change, in our view, is a
large debt-financed share repurchase or debt-financed acquisition.
If a debt-financed acquisition or share repurchase pushes debt
leverage above 4x without immediate prospect of decrease, we would
likely lower the rating. If original programming investments or
subscriber losses pressure EBITDA, we could lower the rating as
well," S&P said.

"If the company adopts a more conservative financial and
investment policy, we could consider an upgrade, though we
currently view such a scenario as unlikely," S&P said.


STOCKTON, CA: S&P Cuts Rating on 2 Pension Bond Series to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'D' from 'C' on Stockton, Calif.'s series 2007A and
2007B taxable pension obligation bonds. The 'AA-' long-term rating
is unchanged, reflecting a financial commitment by Assured
Guaranty Municipal Corp. (AA-/Stable/--).

"The rating action reflects our view of the city's nonpayment of
$4.3 million for principal and interest due Sept. 4, 2012 for the
series 2007A and 2007B," said Standard & Poor's credit analyst
Chris Morgan.

"That date was the first business day subsequent to the scheduled
Sept. 1, 2012 payment. This nonpayment is consistent with city's
pendency plan under its June 28, 2012 filing for protection under
Chapter 9 of the U.S. Bankruptcy Code, the main proceedings of
which have not yet begun. There is no reserve fund associated with
the series 2007A and 2007B bonds," S&P said.


THELEN LLP: 2 Manhattan Judges Disagree on Recovery of Fees
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two federal district judges sitting in the same
Manhattan courthouse disagree on whether a defunct law firm is
entitled to recover hourly fees clients pay to law firms that take
over unfinished business.  The outcome may affect the pending
settlement with partners of Dewey & LeBoeuf LLP.

According to the report, this week U.S. District Judge William H.
Pauley III ruled in a case involving Thelan LLP that hourly fees
earned on unfinished business by a new law firm are not property
of the defunct firm.  Judge Pauley disagreed with a decision in
May by U.S. District Judge Colleen McMahon who ruled in the
liquidation of Coudert Brothers LLP that fees earned on unfinished
business belong to the liquidated firm.

The report relates that because the case involves unresolved New
York and California law, Judge Pauley is allowing the parties to
take an immediate appeal to the Court of Appeals without waiting
for a final ruling in the lawsuits.  The appeals court in turn may
ask the highest state courts in New York and California to rule on
the controlling state law issues.  Judge Pauley's case involved
Thelen, a firm that filed for Chapter 7 liquidation in 2009.
Beforehand, the Thelen partners signed a so-called Jewel waiver
where they agreed not to invoke a California state court decision
saying that fees earned at the new law firm on unfinished business
must be paid to the defunct firm.

The report notes that the trustee filed lawsuits against two firms
who took in Thelen partners.  The trustee contended that the Jewel
waiver was a fraudulent transfer of firm property.  Pauley
disagreed in large part.  With regard to a New York firm, Seyfarth
Shaw LLP, Pauley concluded that New York, not California, law
governed.  He proceeded to rule that Jewel is not law in New York
with regard to unfinished business billed at hourly rates.  He
said that compelling lawyers at the new firm to turn over hourly
fees would be an "expansion" of New York law and would violate
"public policy against restrictions on the practice of law."

The Bloomberg report discloses that if unfinished business were
property of the defunct law firm, pending matters could be sold by
a bankruptcy trustee.  Selling cases, in Judge Pauley's view,
would violate New York ethics rules for lawyers.  The case
involving Robinson & Cole LLP presented a somewhat different
picture.  The Robinson firm agreed that California law applied.
Pauley concluded that the Jewel decision is no longer good law in
California because the state adopted amended partnership law in
1994.  The new law, Pauley said, means that the Robinson firm can
retain "reasonable compensation" for completing unfinished
matters.  Judge Pauley didn't dismiss the suit, as he did with the
Seyfarth case, because it would be necessary under California law
to decide if Robinson received more than "reasonable
compensation."  In July, McMahon allowed parties in the Coudert
case to go immediately to the appeals court.  Presumably, the
appeals court will hear the Thelen and Coudert cases together.

Judge Pauley's case is Geron v. Robinson & Cole LLP, 11-cv-8967,
U.S. District Court, Southern District of New York (Manhattan).

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

                         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.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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


THINKFILM LLC: Ex-Bergstein Attorney Escapes $50-Mil. Suit
----------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that Judge Alan S.
Rosenfield on Tuesday tossed a $50 million lawsuit brought by film
financier David Bergstein against a former lawyer who was accused
of helping his longtime counsel Susan Tregub push five of his
entertainment entities into bankruptcy, ruling the complaint was
time-barred.

Bankruptcy Law360 relates that Judge Rosenfield said Mr.
Bergstein's claims against his former lawyer Teri Zimon are
subject to a one-year statue of limitations for legal malpractice.

                      About Thinkfilm LLC

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

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

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

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


TLG SPRINGCREEK: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: TLG Springcreek Apartments, LLC
        100 Weymouth Street, Building D
        Rockland, MA 02370

Bankruptcy Case No.: 12-11959

Chapter 11 Petition Date: August 31, 2012

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

Judge: Craig A. Gargotta

Debtor's Counsel: Eric J. Taube, Esq.
                  HOHMANN TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: erict@hts-law.com

                         - and ?

                  Mark Curtis Taylor, Esq.
                  HOHMANN, TAUBE & SUMMERS, LLP
                  100 Congress Avenue, Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248
                  E-mail: markt@hts-law.com

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

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

A copy of the Company's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txwb12-11959.pdf

The petition was signed by David Lindahl, manager.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
TLG Springcreek Apartments 9, LLC     12-11962
TLG Springcreek Apartments 8, LLC     12-11964
TLG Springcreek Apartments 7, LLC     12-11968
TLG Springcreek Apartments 6, LLC     12-11969
TLG Springcreek Apartments 5, LLC     12-11971
TLG Springcreek Apartments 4, LLC     12-11972
TLG Springcreek Apartments 3, LLC     12-11973
TLG Springcreek Apartments 2, LLC     12-11974
TLG Springcreek Apartments 11, LLC    12-11975
TLG Springcreek Apartments 10, LLC    12-11976


UNITED DISTRIBUTION: Moody's Assigns 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and probability of default rating to the United Distribution Group
(UDG). In addition, Moody's assigned a B2 rating to the company's
anticipated $335 million senior secured first lien credit
facility, which includes a $50 million revolving credit facility
and a $285 million first lien term loan, and a Caa2 rating to the
anticipated $100 million senior secured second lien term loan. The
proceeds from the credit facility and term loans will be used to
complete the acquisition of GHX Holdings LLC, to fund future
growth initiatives, refinance United Central Industrial Supply
Company LLC existing credit facility debt and for general
corporate purposes. A stable rating outlook was assigned.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating B3;

  $335 million of senior secured first lien credit facilities B2;

  $100 million senior secured second lien term loan Caa2.

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family rating reflects The United Distribution
Group's (UDG) small size, high leverage, limited asset coverage,
significant exposure to a single industry (coal mining) with poor
short-term prospects and the possibility of further acquisition
activity. These factors are somewhat balanced by the company's
strong market position, the countercyclical working capital needs
and limited capital expenditure requirements of the distribution
business model and the diversifying benefits of the GHX
acquisition.

The stable outlook presumes that the company will use its free
cash flow to reduce its adjusted debt-to-EBITDA below 5.0x over
the next 12 to18 months and that it's (EBITDA-CapEx)/Interest will
remain above 2.0x. It also presumes the company will carefully
balance its leverage and other credit metrics with its acquisition
strategy. The ratings could experience upward pressure if the
company reduces its financial leverage and executes well on its
acquisition and integration strategy and if coal industry
fundamentals improve. Negative rating pressure could develop if
the leverage ratio remains above 5.5x or the interest coverage
ratio declines below 1.5x due to deteriorating end market
conditions or debt-financed acquisitions.

The company is expected to maintain comfortable liquidity levels
based on projected free cash flow and availability under its $50
million senior secured revolving credit facility.

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

The United Distribution Group Inc. (UDG), through its wholly owned
subsidiary United Central Industrial Supply, LLC (UCIS) is a
distributor of industrial supplies and services to the North
American underground mining industry. The company generated $437
million in revenue for the 12-month period ending June 30, 2012.
UDG has entered into a definitive agreement to acquire GHX
Holdings, LLC (GHX) for a purchase price of $240 million in cash.
GHX is a fabricator and distributor of fluid transfer and sealing
products to the energy industry and other industrial end markets.
The combination of UCIS and GHX generated pro forma revenue of
$696 million for the 12-month period ending June 30, 2012.


VADNAIS HEIGHTS, MINN: Moody's Cuts G.O. Debt Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Aa2 the
rating of the City of Vadnais Heights' (MN) outstanding general
obligation unlimited tax debt. Concurrently, Moody's has assigned
a stable outlook. The Ba1 rating applies to $1.8 million in
outstanding Series 2004A and B bonds secured by the city's general
obligation unlimited tax pledge. The city has a total of $10.6
million in general obligation debt outstanding.

Summary Rating Rationale

The downgrade to Ba1 reflects the city's decision to terminate its
lease agreement with CFP Vadnais Heights, LLC (CFP) effective
December 31, 2012. By terminating the lease, the city will no
longer appropriate rental payments sufficient to meet debt service
obligations as stated in the master lease agreement. The rental
payments were to cover annual operations and debt service on a
sports complex financed by $24.8 million of lease revenue bonds
issued by the Economic Development Authority (EDA) of the City of
Vadnais Heights (not Moody's rated). On August 27, 2012, the City
of Vadnais Heights stated its intent to terminate the lease
agreement effective December 2012 and not to appropriate funds to
make rental payment under the master lease for 2013 or any
subsequent year, leading to a likely default on the city's lease
revenue bonds series 2010, A, B and C. The city's failure to
appropriate represents a significant lack of willingness to pay on
a lease obligation that supported debt issued in the capital
markets.

The stable outlook reflects Moody's expectation that the city's
healthy General Fund financial operations, evidenced by
consistently strong reserve levels and available alternate
liquidity; and a moderately-sized tax base with above average
wealth levels will not materially change over the medium term.

Strengths

- Strong General Fund reserve levels with alternate liquidity

- Moderately-sized tax base near the Twin City metro area

Challenges

- High debt burden

- City's decision to not to appropriate funds for Series 2010 A,
   B, and C lease revenue bonds in fiscal 2013

What Could Make The Rating Move Up

- Reversal of city's decision to discontinue appropriating rental
   payments supporting lease revenue debt issued by the city's EDA

- Willingness to honor commitments to pay debt issued in the
   capital markets over a multi-year period

What Could Make The Rating Move Down

- Any actions by management that signal weakened willingness to
   pay on G.O. debt

- Failure to honor an appropriation pledge on future debt

- Weakened liquidity

- Weakened reserve levels

Principal Methodology Used

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


VALEANT PHARMACEUTICALS: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including its 'BB' corporate credit rating, on Montreal-based
pharmaceutical company Valeant Pharmaceuticals International Inc.
The outlook is stable.

"The affirmation follows the company's announcement that it will
acquire Scottsdale, Ariz.-based Medicis Pharmaceutical Corp.
(unrated) for $2.6 billion. Valeant is funding the purchase with
all debt," S&P said.

"The rating affirmation is based on a modest incremental increase
in adjusted pro forma leverage, which we calculate at
approximately 4.5x," explained Standard & Poor's credit analyst
Michael Berrian. "It also incorporates our expectation that EBITDA
growth and continued free cash flow generation will result in
leverage declining to less than 4x within one year. At this time,
we view the acquisition as neutral to our view that Valeant has a
'fair' business risk profile. While the acquisition of Medicis
makes Valeant the largest U.S. dermatology company (pro forma on
the basis of reported gross sales), it is also the second-largest
acquisition in Valeant's history," S&P said.

"Despite the product diversity and expanded pipeline through
multiple acquisitions, the high level of acquisition activity
increases the possibility that integration issues could jeopardize
our base-case scenario," added Mr. Berrian.

"Our stable rating outlook on Valeant primarily reflects our
expectation that, over the next 12 months, it will reduce leverage
to less than 4x following its leveraged acquisition of Medicis. It
also reflects our expectation of mid- to high-single-digit organic
growth, continued tuck-in acquisition activity, and free cash flow
growth that it will use for debt reduction," S&P said.

"Although we could revise our assessment of business risk to
'satisfactory' on the successful integration of Medicis, in the
absence of the adoption of a more conservative financial policy
where leverage is sustained below 3x, an upgrade is unlikely," S&P
said.

"We could lower our rating if Valeant sustains leverage at more
than 4x over the next 12 months. Most likely, this would occur if
revenue and EBITDA growth from acquired companies, particularly
Medicis, is less than we expected. It could also occur is the
company did not allocate free cash flow to debt, as we currently
expect," S&P said.


VERENIUM CORP: BP Ordered to Continue Services Until Oct. 2
-----------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
issued an order requiring BP Biofuels North America, LLC, to
continue its services to Verenium Corporation until Oct. 2, 2012.

Verenium initiated legal action against BP Biofuels requesting,
among other things, the continuation of certain services provided
by BP to the Company for a limited period of time beyond Sept. 2,
2012.  The services in question are a subset of those required to
be performed by BP for the Company as part of the sale of the
Company's cellulosic biofuels business in September 2010.

                        About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

The Company's balance sheet at June 30, 2012, showed
$52.31 million in total assets, $13.83 million in total
liabilities, and shareholders' equity of $38.48 million.

                        Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond Dec. 31,
2012, without additional sources of cash.  If we are unable to
raise additional capital, we will need to defer, reduce or
eliminate significant planned expenditures, restructure or
significantly curtail our operations, sell some or all our assets,
file for bankruptcy or cease operation," the Company said in its
quarterly report for the period ended June 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VOLKSWAGEN-SPRINGFIELD: Sheehy Auto Takes Over VW Dealership
------------------------------------------------------------
Volkswagen-Springfield, Inc. won approval to sell substantially
all of its assets to Sheehy Auto Stores, Inc.  The Debtor operated
a large Volkswagen dealership in Springfield, Virginia, but only
leased the site from an affiliate of Volkswagen of America, Inc.
Sheehy is buying all the assets of the Debtor as well as the land.
The Court's order pointed out that the sale of the land requires
the consent of the 1998, LTD.  The operation of the dealership
requires the consent of Volkswagen Group.  Only Sheehy's offer had
the consent of all the required parties.

The sale order authorized the Debtor to take appropriate steps to
terminate its Dealer Agreement with Volkswagen Group, including a
release of claims, provided that Volkswagen Group. and/or 1998,
LTD pay any credits related to the sale of authorized products and
variable bonus program as follows: (i) credits earned through Aug.
10, 2012 in the amount of $202,565 will be paid at closing and
(ii) credits earned after Aug. 10, 2012 will be paid within 60
days of Closing.

To fund the case pending the sale, the Debtor obtained approval to
access cash collateral until the week ended Sept. 1, 2012.  Branch
Banking and Trust Company consented to the use of cash.

Sheehy Auto Stores is represented by:

         Bradford F. Englander, Esq.
         WHITEFORD TAYLOR & PRESTON, LLP
         3190 Fairview Park Drive, Suite 300
         Falls Church, VA 22042
         Tel: (703) 280-9081

Volkswagen Group of America is represented by:

         Donald F. King, Esq.
         ODIN FELDMAN & PITTLEMAN PC
         9302 Lee Highway, Suite 1100
         Fairfax, VA 22031

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

No creditors' committee has been appointed in the case.


WASHINGTON MUTUAL: Reaches $26-Mil. Securities Settlement
---------------------------------------------------------
Two former WaMu (Washington Mutual Bank) subsidiaries have reached
a $26 million settlement agreement with plaintiffs in a class
action lawsuit alleging Securities Act violations in connection
with the sale of mortgage-backed securities by those subsidiaries
of WaMu, according to plaintiffs' co-lead counsel Steven Toll of
Cohen Milstein Sellers & Toll PLLC.

"While this settlement by no means compensates investors for the
full amount of their damages, we believe it is a good result given
the bankruptcy of WaMu and limited funds available," said Toll
who, along with Scott + Scott LLP, represents the Boilermakers
National Annuity Trust, Doral Bank Puerto Rico, and the
Policemen's Annuity and Benefit Fund of Chicago.  In 2008, WaMu
became the nation's largest bank failure.

The case involved substantial claims related to mortgage-backed
certificates issued and underwritten by WaMu and its related
entities.  The value of the certificates, which were supported by
pools of residential mortgage loans, collapsed soon after
issuance.  The named plaintiffs, representing a court-certified
class of investors who had purchased the certificates on or before
Aug. 1, 2008, alleged that loans backing the securities were
"fundamentally impaired" and that they were misled as to the
quality of the loans' underwriting.

The case had been scheduled to go to trial on Sept. 17, 2012, in
U.S. District Court for the Western District of Washington, in
Seattle. Instead, the Court will shortly set a date for the final
settlement hearing.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WATER PARKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Water Parks, Inc.
        2590 Water Park Drive
        Mason, OH 45040

Bankruptcy Case No.: 12-34108

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: Ira H. Thomsen, Esq.
                  LAW OFFICE OF IRA H. THOMSEN
                  140 North Main Street, Suite A
                  P.O. Box 639
                  Springboro, OH 45066
                  Tel: (937) 748-5001
                  Fax: (937) 748-5003
                  E-mail: cornell76@aol.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-34108.pdf

The petition was signed by Michael T. Schueler, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                          Case No.     Petition Date
        ------                          --------     -------------
The Beach at Mason Limited Partnership  12-33854          08/20/12


WILLIAM CANNON: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: William Cannon Enterprises LLC
        16030 Fleet Haven
        Houston, TX 77084

Bankruptcy Case No.: 12-36468

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Nelson Thomas Hensley, Esq.
                  24 Greenway Plaza, Suite 1305
                  Houston, TX 77046
                  Tel: (713) 850-9700
                  Fax: (713) 850-8538
                  E-mail: nthensley@nthensley.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/txsb12-36468.pdf

The petition was signed by Omair Bashir, managing member.


WOODROW CLAYTON, JR.: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Woodrow W. Clayton, Jr.
        aka Woodrow W. Clayton
            Woodrow Clayton, Jr.
            Woodrow Wilson Clayton, Jr.
        201 Main Street, Suite 6K
        Houston, TX 77002

Bankruptcy Case No.: 12-36445

Chapter 11 Petition Date: August 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Calvin C. Braun, Esq.
                  ORLANDO & BRAUN LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  E-mail: calvinbraun@orlandobraun.com

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

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

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


YPSILANTI PUBLIC: Moody's Cuts Rating on G.O. Bonds to 'Ba3'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba1 the
underlying rating on Ypsilanti Public Schools' (MI) outstanding
general obligation bonds and affirmed the negative outlook. The
Ba3 rating and negative outlook apply to $59.7 million of the
district's outstanding general obligation debt.

Summary Rating Rationale

Debt service on outstanding general obligation debt is secured by
the district's unlimited tax pledge. The downgrade to the Ba3
rating reflects the possibility that the district may have
insufficient cash on hand in the current fiscal year to meet
operating expenditures when due. The district's negative General
Fund balance is estimated to have worsened as of the close of
fiscal 2012 and the negative position creates the potential of
missed payroll at some point in the fiscal year given statutory
limits on the amount of education aid that can be borrowed as an
advance from the state. Furthermore, the district has limited
options to address its projected negative cash positions and may
be reliant on emergency assistance from the state.

The district is not expected to miss bond payments as debt service
on all outstanding bonds is first secured by dedicated, unlimited
tax levies, and further secured by the State of Michigan's School
Bond Qualification and Loan Program (SBQLP). Under the program,
the state has a constitutional obligation to provide a school
district with sufficient funds to make timely debt service
payments, if necessary. Should the school district fail to
transfer sufficient funds to the paying agent, the Michigan
Department of Treasury is notified of the deficiency and the state
treasurer must make a loan from the state's School Loan Revolving
Fund (SLRF) to ensure timely debt service payment.

The Ba3 underlying rating has been assigned to the district's
outstanding Series 2005 and Series 2007 general obligation bonds.
This rating also incorporates the district's moderately-sized tax
base located between Ann Arbor (general obligation rated Aa1) and
Detroit (B3/rating under review for possible downgrade), a multi-
year trend of declining enrollment, and an above-average debt
burden. The Series 2007 general obligation bonds, of which $46.2
million in principal is outstanding, also carry a Aa2 enhanced
rating with stable outlook, which is based on the state's general
obligation rating and the additional security provided by the
SBQLP.

Affirmation of the negative outlook reflects the possibility that
the district's underlying credit quality could weaken further in
the near term. An inability to adjust expenditures to meet
declining revenues could further stress the district's operations
and extend the timeline for eliminating the accumulated General
Fund deficit. Worsening of the district's financial position could
trigger a financial review by the state, which, while providing
additional oversight, could open the door to bankruptcy
proceedings should emergency management be appointed.

Strengths

- Advantageous location that is supported by the presence of
   Eastern Michigan University (revenue bonds rated A1/stable
   outlook) and proximity to the University of Michigan (revenue
   bonds rated Aaa/stable outlook)

- Relatively modest unemployment rate within Washtenaw County
   (general obligation rated Aa1)

Challenges

- Steady trend of operational imbalance that has resulted in a
   sizeable General Fund deficit balance

- Projected cash flow deficiencies that could result in missed
   payroll

- Multi-year trend of declines in enrollment that is expected to
   persist in the coming years

- Steady trend of tax base devaluation

- Above-average debt burden

Outlook

Affirmation of the negative outlook reflects Moody's opinion that
the district's operations will remain extremely pressured in the
near term, which could result in further weakening of credit
quality. The district will likely realize additional declines in
enrollment going forward, which will drive further loss of
operating revenue. Following significant cuts enacted in fiscal
years 2012 and 2013, the district's ability to continue to control
expenditures could be challenged. Moderate fiscal relief could
follow consolidation, but the prospects of the effort remain
uncertain at this time. Should the district ultimately miss
payrolls in the current fiscal year, the state may initiate a
financial review, which could culminate in the appointment of
emergency management. Such an appointment would provide beneficial
state oversight of the district's operations, but would also
create the possibility of filing for bankruptcy.

What Could Change The Rating -- UP
(or cause removal of the negative outlook)

- A return to positive General Fund operations that drives a
   reduction in the accumulated deficit and puts the district on
   track to fully restore fund balance

What Could Change The Rating -- DOWN

- Further operating shortfalls that result in growth of the
   district's negative fund balance

- Voter defeat of the consolidation initiative that is not offset
   by additional expenditure reductions or a request for state
   emergency assistance to avoid missed payrolls

- Filing for federal bankruptcy protection under Chapter 9 of the
   U.S. Bankruptcy Code

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


* Moody's Says US Supermarkets Fight to Retain Sales
----------------------------------------------------
US supermarkets will continue to lose revenue to alternative food
retailers but the rate of loss will slow as supermarkets strive to
increase customer traffic and the number of items customers
purchase per visit, says Moody's Investors Service in its new
special comment "Supermarkets Fight to Retain Sales Amid
Competition From Alternative Food Retailers."

"We expect supermarkets to reduce prices, reward loyal customers
and expand offerings of organic products and private label items
to woo customers and boost sales," said Mickey Chadha, a Moody's
Vice President -- Senior Analyst. "That said, the performance gap
between efficient operators who evolve with the changing
competitive landscape -- such as Kroger -- and those that don't
will widen."

Traditional US supermarkets have been losing sales to warehouse
stores, such as Costco, BJS and Wal-Mart's Sam's Club, big box
retailers such as Wal-Mart and Target and dollar stores such as
Family Dollar and Dollar General as these low-priced retailers
have increased their grocery selection over the last decade.
Supermarkets' share of the approximate $800 billion of US sales of
food eaten at home has decreased to 64.5% in 2010, from 72.1% in
2000, notes the report.

Moody's expects everyday low price retailers and innovators that
embrace secular changes in the industry like Kroger, Safeway,
Stater Brothers and Wegmans and niche players like Whole Foods,
The Fresh Market, Sprouts Farmers Market, Smart and Final and
Trader Joe's, among others, to see revenue and operating profit
growth. Underperforming supermarkets such as SUPERVALU will find
it difficult to grow in an increasingly challenging and changing
business environment if they fail to respond to shifts in consumer
preferences.

Extreme-value discount supermarkets such as ALDI, Bottom Dollar
and Save-A-Lot will also continue to grow as cost-conscious
consumers seek to stretch their dollars, says the report.

Crucial performance factors for supermarkets include pricing and
execution. Sales-boosting initiatives will only boost revenues and
profitability if supermarkets compete on price and simultaneously
control costs, while increasing operational efficiency, says
Moody's.


* Moody's Maintains Stable Outlook for US Fixed-Line Telecoms
-------------------------------------------------------------
Moody's Investors Service outlook for the US Fixed-line
Telecommunications industry is stable as operating income will
edge up slightly in 2012 and 2013 as cost cuts and TV services
gains offset continued weakness in voice services, says Moody's
Investors Service in its industry outlook "Cost Cuts, Gains in TV
Services Will Help Keep Operating Income Steady in 2013."

"Ongoing weakness in voice services and still-stagnant business
services means cost cuts are crucial," said Mark Stodden, a
Moody's Assistant Vice President - Analyst. "Companies will seek
to trim costs through labor negotiations and execute previously
planned cuts from past mergers and acquisitions."

Moody's estimates that operating income for the US wireline
industry will edge up only 1% in 2012 and 2013. Although a source
of growth for some telecom companies, TV services have sharply
lower margins than the traditional voice products which they are
replacing. This unfavorable mix-shift makes cost cutting a key to
the stable outlook.

Business services remain a sluggish area, says Moody's, with
incumbent telecom companies expected to see flat business segment
revenues at best in 2012 to 2013, as cable companies take share.
The report notes AT&T, Verizon and CenturyLink are less exposed to
competition from cable companies than smaller peers who lack
robust products to serve enterprise business customers.

Moody's says it could change its outlook to negative if cost-
cutting stalls or capital intensity increases, leading to a
decline in operating income.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months.


* Appeals Court Declines to Limit Dewsnup to Chapter 7
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver declined an
invitation to rule that the meaning of "secured claim" in Section
506(d) of the U.S. Bankruptcy Code has one meaning in Chapter 7
cases and an entirely different meaning in Chapter 13 cases.

According to the report, the case before the 10th Circuit in
Denver was a test case meant to narrow the meaning of the Supreme
Court's 1992 decision in Dewsnup v. Timm, interpreting the words
"secured claim" in the context of Section 506(d) to include a
subordinate mortgage even when property is worth less than first-
lien debt.  In a 30-page opinion handed down Sept. 4, Circuit
Judge Neil M. Gorsuch was confronted with bankrupts who refused an
invitation to utilize Section 1322(b)(2) to strip off an "under
water" second mortgage.  The bankrupts were bent on having the
10th Circuit rule that they were entitled to strip off the
subordinate lien relying entirely on Section 506.

The report notes that Judge Gorsuch declined the invitation, even
though he said "their argument isn't entirely without appeal."
Later in the opinion, he said the bankrupts have a "strong
argument" that the "language and logic of Section 506" allows
voiding a subordinate mortgage.  Mr. Rochelle says Judge Gorsuch's
opinion was politely critical of Dewsnup.  For instance, he said
"the Dewsnuppian departure from the statute's plain language is
the law."  He said the Supreme Court "may have warped the
Bankruptcy Code's seemingly straight path into a crooked one.  But
until and unless the Court chooses to revisit it, it is final."

The Bloomberg report discloses that in addition to ruling that
Section 506 cannot be used to strip off a subordinate mortgage,
Judge Gorsuch's opinion includes a discussion of when or whether
an interlocutory order from the bankruptcy court may be appealed
to an appeals court.  Judge Gorsuch's opinion includes citations
to commentators critical of Dewsnup.  It remains to be seen
whether the bankrupts will use their loss in Denver to file a
petition asking the Supreme Court to reconsider Dewsnup in cases
other than Chapter 7.

The case is Woolsey v. Citibank NA (In re Woolsey), 11-4014, 10th
U.S. Circuit Court of Appeals (Denver).


* Greenspoon Marder Taps Ex-Dewey CFO Joel Sanders
--------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Joel Sanders,
bankrupt Dewey & LeBoeuf's former chief financial officer, has
landed a new job at Florida firm Greenspoon Marder PA, a firm
representative said Wednesday.

Bankruptcy Law360 relates that managing partner Michael Marder
said Mr. Sanders stepped into the CFO role at Fort Lauderdale-
based Greenspoon Marder about six weeks ago and is now relocating
to South Florida from New York.

Mr. Marder said Mr. Sanders, who was hired after a nationwide
search for a new finance head, was the best qualified candidate,
the report adds.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

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.

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