TCR_Public/120911.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, September 11, 2012, Vol. 16, No. 253


                            Headlines

ABOUND SOLAR: Trustee Has Permission to Auction Assets
AFA INVESTMENT: OK'd to Pay Bonuses to Non-Insider Key Employees
ALKERMES INC: Moody's Upgrades CFR/PDR to 'B1'; Outlook Positive
ALKERMES PLC: S&P Gives 'BB-' Corp. Credit Rating; Outlook Stable
AMERICAN ARCHITECTURAL: Asks Court's Permission to Auction Assets

AMERICAN REALTY: S&P Puts 'BB' CCR on Watch on Realty Income Deal
AMERICAN AXLE: Inks $550MM Underwriting Agreement with JP Morgan
AMERICAN WEST: Okayed to Pay $500,000 to Critical Vendors
AMES DEPARTMENT: Proskauer Rose Approved as Substitute Attorneys
AOT BEDDING: Moody's Assigns 'B2' Corp. Family Rating

AOT BEDDING: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
AUTO CARE MALL: Bank Squares Off With U.S. Trustee on Receiver
AUTO CARE MALL: Status Conference Set for Oct. 4
AUTO CARE MALL: Sec. 341 Creditors' Meeting on Wednesday
BEALE STREET BLUES: No Ruling Yet on Mirage Revenues

BEAU VIEW: Ordered to File Disclosure Statement & Plan by Sept. 28
BERNARD L. MADOFF: ABN Asks Judge to Give Broad Swap Protection
BJ'S WHOLESALE: S&P Cuts CCR to 'B' on Refinancing, Dividend
BLITZ USA: Delaware Judge Kevin Gross Appointed as Mediator
CAESARS ENTERTAINMENT: Bank Debt Trades at 12% Off

CAI INTERNATIONAL: S&P Retains 'BB' Corporate Credit Rating
CAMTECH PRECISION: R&J Unit Wants More Time for Plan Negotiations
CAPITOL BANCORP: Judge Marci McIvor Hancles Chapter 11 Case
CAPITOL BANCORP: Can Employ KCC as Noticing and Balloting Agent
CAPITOL BANCORP: U.S. Trustee Forms Five-Member Creditors Panel

CARLTON HOTEL: South Beach Hotel Files to Stop Receiver
CELL THERAPEUTICS: Unit Signs Logistics Agreement with Movianto
CENTRAL FALLS, R.I.: Judge Confirms Chapter 9 Plan
CHARLESTON ASSOCIATES: Stipulation Authorizing Cash Use Approved
CHINA JO-JO DRUGSTORES: Receives Delisting Notice from NASDAQ

CIRCUS & ELDORADO: Committee Can Hire XRoads as Financial Advisor
CIT GROUP: Must Face Tyco's $190-Mil. Tax Claim, 2nd Circ. Says
CLAIRE'S STORES: Selling Add'l $625-Mil. of 9% Sr. Secured Notes
CLARE OAKS: Court Confirms Termination of Solicitation Period
COLLECTIVE BRANDS: S&P Affirms 'B' Corp. Credit Rating; Off Watch

CNO FINANCIAL: A.M. Best Raises Issuer Credit Rating to 'bb'
COLONIAL BANCGROUP: Hedge Funds Can Finance Lawsuits
COMPUTER GRAPHICS: Reports $109,000 Net Income in June 30 Quarter
CONVERTED ORGANICS: Has 368.2 Million Common Shares Outstanding
CPG INTERNATIONAL: S&P Affirms B CCR; Outlook Revised to Negative

CPI CORP: Amends "Westfield Settlement Report" to Correct Dates
DAYTOP VILLAGE: Garfunkel Wild Approved as Healthcare Counsel
DAYTOP VILLAGE: Massey Knakal Approved as Real Estate Broker
DCP LLC: Moody's Reviews 'B2' CFR, 'B1' PDR for Downgrade
DEEP PHOTONICS: Wants to Hire Carl Welander as Accountant

DELTA ENVIRONMENTAL: Wants to Convert Case to Chapter 7 Proceeding
DEMCO INC: Meeting of Creditors Scheduled for Sept. 14
DEMCO INC: U.S. Trustee Appoints Three-Member Creditors' Panel
DIGITAL DOMAIN: Needs Cash Quickly to Avoid Creditor Protection
DRILL RIGS: Moody's Rates US$750MM Senior Secured Notes '(P)B2'

DVORKIN HOLDINGS: Taps SBCGD as Bankruptcy Counsel
DVORKIN HOLDINGS: U.S. Trustee Wants to Oust Management
DVORKIN HOLDINGS: Files Schedules of Assets and Liabilities
ELPIDA MEMORY: Bondholders Cleared to Question over U.S. Assets
FLETCHER GRANITE: Court Approves Additional Work for Yoshida

FLETCHER INTERNATIONAL: Fund Being Taken Over by Trustee
FORT LAUDERDALE: Gets Interim OK for Genovese Joblove as Counsel
FOXCO ACQUISITION: Moody's Rates 1st Lien Sr. Sec. Revolver 'B2'
FTMI REAL ESTATE: Sec. 341(a) Meeting Scheduled for Sept. 21
FTMI REAL ESTATE: Can Employ Gamberg & Abrams as Bankr. Counsel

GARDA WORLD: S&P Puts 'B+' CCR on Watch Neg on C$1.1B Mgt. Buyout
GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
GENE CHARLES: Section 341(a) Meeting Scheduled for Sept. 24
GENE CHARLES: Court to Convene Oct. 2 Hearing on Dismissal Motion
GEO GROUP: S&P Gives 'BB' Rating on $100MM Incremental Term Loan

GLOBAL AVIATION: Labor Contract Changes Win Support
GLYECO INC: Extends Closing Dates of ARI & Enviro-Cool Pacts
GMX RESOURCES: Less Than 50% of Noteholders Accept Exchange Offer
GORDON PROPERTIES: Failure to Consolidate Was 'Clearly Erroneous'
GRAYMARK HEALTHCARE: Lender Approves Acquisition of Foundation

GRANITE DELLS: Plan Outline Hearing Continued Until Sept. 20
GSC GROUP: Lender's Defamation Claims Nixed in Asset Sale Row
HALIFAX GROUP: Parties-in-Interest Want Case Dismissal/Conversion
HANOVER INSURANCE: Fitch Affirms 'BB' Rating on Junior Debentures
HARRY GREEN: Judge Dismisses Chapter 11 Bankruptcy Case

HEALTHSOUTH CORP: Moody's Rates $250MM Sr. Unsecured Notes 'B1'
HILAND PARTNERS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
HOMELAND SECURITY: Trevor Stoffer Discloses 11% Equity Stake
HOMELAND SECURITY: Thomas McMillen Discloses 13.8% Equity Stake
HUBBARD PROPERTIES: Panel Dissolved at Assignee Creditor's Request

HUDBAY MINERALS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
HUSSEY COPPER: Wins Confirmation of 43% Liquidating Plan
ICEWEB INC: Amends 38.9 Million Common Shares Prospectus
IMAGEWARE SYSTEMS: Certified to Work on NuVola Cloud Platform
INFUSION BRANDS: Engages Thomas Howell as New Accounting Firm

INOVA TECHNOLOGY: Amends 375 Million Common Shares Prospectus
IPS CORP: Moody's Withdraws 'B3' Corporate Family Rating
JACKSONVILLE BANCORP: New COO to Get $200,000 Annual Salary
JOHN SMITH: Arkansas Coach Files for Chapter 7 Bankruptcy
JOURNAL REGISTER: Can Hire American Legal Claim Services

JOURNAL REGISTER: Schedules Filing Deadline Moved to Nov. 5
JOURNAL REGISTER: Meeting to Form Creditors Panel Set on Thursday
KEITH ALAN WATT: Files for Chapter 11 Bankruptcy Protection
K-V PHARMACEUTICAL: Hologic Wants to Pursue Makena Claims
LEGENDS GAMING: Meeting of Creditors Set for Wednesday

LIBERTY HARBOR: Has Until Oct. 5 to Propose Plan of Reorganization
LIGHTSQUARED INC: Lenders Object to $6MM Employee Incentive Plan
LI-ION MOTORS: Authorized Common Shares Hiked to 400 Million
LIONS GATE: Moody's Upgrades CFR/PDR to 'B1'; Outlook Stable
LIQUIDMETAL TECHNOLOGIES: Issues 5.1-Mil. Shares to Noteholders

LODGENET INTERACTIVE: Fails to Comply with $1.00 Bid Price Rule
MARION AMPHITHEATRE: Court Dismisses Chapter 11 Case
MEDFORD VILLAGE: Section 341(a) Meeting Scheduled for Sept. 27
MEDFORD VILLAGE: Secured Creditor Lennar Seeks Dismissal of Case
MEDFORD VILLAGE: Judge Wizmur Terminates Involvement in Case

NASSAU BROADCASTING: Gets Extension to File Payment Plan
NEBRASKA EDUCATIONAL: Fitch Affirms 'B' Rating on $17-Mil. Bonds
NEWLEAD HOLDINGS: Receives NASDAQ Notification Letter
NEWPAGE CORP: Wants to Formulate Ch. 11 Plan After Mediation
NEWPAGE CORP: Verso Paper Merger Retreat Inflicts Bond Losses

PACIFIC RIM: Reports $0.6 Million Net Loss in Fiscal 1st Quarter
PAR PETROLEUM: Appoints New Board of Directors & Officers
PEAK RESORTS: Section 341(a) Meeting Scheduled for Wednesday
PEAK RESORTS: Taps American Resort as Management Consultant
PEAK RESORTS: HLO Can Employ Starr Associates as Special Counsel

PEREGRINE FINANCIAL: Files Schedules of Assets & Debts
PHIL'S CAKE: Tampa's Alessi Bakeries Files to Halt Foreclosure
PHIL'S CAKE: Wants to Use Lenders' Cash Collateral
PHIL'S CAKE: Sec. 341 Creditors' Meeting Set for Oct. 5
PINNACLE AIRLINES: Former Silver Airways Exec. Named SVP and CFO

PRECISION DRILLING: S&P Cuts Rating on Senior Secured Debt to 'BB'
RADIOSHACK CORP: Closing Date of Joint Venture Moved to Oct. 15
RCS CAPITAL: ABC Learning Out of Creditors Committee
RESIDENTIAL CAPITAL: Foreclosure Review Could Cost Up to $250MM
REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off

REYNOLDS GROUP: Moody's Lowers CFR/PDR to 'B3'; Outlook Stable
REYNOLDS GROUP: S&P Lowers CCR to 'B' on Low Earnings Growth
ROUNDY'S SUPERMARKETS: S&P Cuts CCR to 'B' on Weak Credit Metrics
SAAB CARS: Creditors Demand Info on Ally's $61-Mil. Claim
SAN BERNARDINO: City Council Approves Emergency Budget

SAN BERNARDINO: Rust Consulting Approved Claims and Noticing Agent
SEDONA DEVELOPMENT: Specialty Trust Wants Ch. 11 Trustee
SKY GROWTH: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
SOLYNDRA LLC: Judge Clears to Poll Creditors on Chapter 11 Plan
SOLYNDRA LLC: Reaches Deal on Payment of Tax Consulant Fees

SOUTHEAST BANKING: Ch. 11 Trustee Seeks Case Conversion
SPRINGLEAF FINANCE: Fitch Affirms Junk Rating on Sr. Unsec. Debt
SUPERVALU INC: Store Closure No Impact on Moody's 'B3' CFR
TERRABON INC: Files for Chapter 7 Bankruptcy Protection
THOR INDUSTRIES: Sept. 17 Hearing on Tennessee Cash Collateral

TONGJI HEALTHCARE: Had $25,000 Net Loss in Second Quarter
TRIAD GUARANTY: Asks for Amendments to Insurance Dept. Order
UNIGENE LABORATORIES: G. Mayes Named Pres. and General Counsel
UNITED AMERICAN: Had $1.6 Million Net Loss in Second Quarter
USG CORP: Fitch Affirms 'B-' Issuer Default Rating

VALEANT PHARMACEUTICALS: S&P Retains 'BB' CCR; Outlook Stable
VALENCE TECHNOLOGY: Gets OK to Use Cash Collateral Until Dec. 31
VIVARO CORP: Files for Chapter 11 Bankruptcy Protection
VOICE ASSIST: William Osmundsen Named New CFO and Treasurer
WALLDESIGN INC: Wants Until Oct. 30 to Propose Chapter 11 Plan
WATERLOO RESTAURANT: Romano's Macaroni Acquires Four Franchisees

WBG-PSS MERGER: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
WESTERLY HOSPITAL: S&P Lowers Rating on $8.6-Mil. Bonds to 'D'
WOOTON GROUP: Proposes to Employ Jonathan Hayes as Counsel
WOOTON GROUP: Seeks Access to Cash Collateral Until Dec. 31

* Moody's Says US Commercial P&C Insurance Outlook Remains Stable

* Chadbourne Signs 20-Year Lease for New NY Headquarters
* Lisa M. Goldberg Joins Foley & Mansfield
* Jennings Strouss Gains Six New Attorneys

* Large Companies With Insolvent Balance Sheets

                            *********

ABOUND SOLAR: Trustee Has Permission to Auction Assets
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Abound Solar Inc. will have its assets sold at
auctions this month and in October under authority granted last
week by the U.S. Bankruptcy Court in Delaware.

According to the report, the assets of the Longmont, Colorado-
based company will be auctioned by a joint venture between Great
American Group LLC and Branford Group.  They will receive expense
reimbursement up to $156,000 plus a fee of 60% of the so-called
buyer's premium.  If the assets are sold in bulk rather than
piecemeal, the fee will be 5% of the gross sale price.

                       About Abound Solar

Abound Solar Inc. filed for Chapter 7 bankruptcy liquidation
(Bankr. D. Del. Case No. 12-11972) on July 2, 2012.

The company disclosed assets of $136.1 million and debt totaling
$82 million.

Abound Solar was awarded a $400 million loan guarantee from the
U.S. Department of Energy in July 2010 to build a facility in
Indiana and expand its Longmont facility.  Abound borrowed about
$70 million from the DOE loan guarantee.

Abound halted production in February from the one plant in
Colorado.  A second was planned in Indiana.

Abound Solar joined fellow panel makers Solyndra LLC and Evergreen
Solar Inc. in the Delaware bankruptcy court.


AFA INVESTMENT: OK'd to Pay Bonuses to Non-Insider Key Employees
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to offer and pay retention bonuses to
non-insider key employees.

As reported in the Troubled Company Reporter on Aug. 22, 2012,
according to the Debtor, during the Chapter 11 cases, they have
sold four of their five facilities.  In connection with the sales
of the Debtors' assets associated with their Texas and
Pennsylvania facilities, the Debtors and the buyers entered into
transition services agreements (TSAs).  Pursuant to the TSAs, the
Debtors are required to provide certain transition services to the
applicable buyer for a period of up to 90 days following the
closing of the applicable sale.  The Debtors must maintain
adequate resources to satisfy their obligations under the TSAs --
for which the buyers agreed to pay $180,000 per month for each
month they continue to require support under the TSAs.

The key employees perform all of the roles, including certain
accounting functions, purchasing, and account management, that are
critical to the Debtors' ability to continue operating their
remaining business, administering these cases and maximizing the
value of their estates.

The Debtors sought authorization to offer retention bonuses to
these non-insider key employee in these amounts:

   Chris Aldworth, accounts payable specialist     $10,734
   Kevin Brandis, procurement manager              $19,687
   Dana Fox, customer services representative      $11,440
   Kadie Klump, senior accountant                  $18,750
   Patricia Olivos, treasurer                      $33,750
   Cindy Yanchus, corporate controller             $31,250

                          About AFA Foods

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

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

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

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

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

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


ALKERMES INC: Moody's Upgrades CFR/PDR to 'B1'; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Rating of Alkermes, Inc. to B1 from B2. At
the same time, Moody's assigned a B1 to the proposed $375 million
term loan and affirmed the SGL-2 Speculative Grade Liquidity
Rating. Alkermes, Inc. is a subsidiary of Alkermes plc
(collectively referred to as "Alkermes").

Following these actions, the rating outlook remains positive.

Rating assigned:

$375 million 1st lien senior secured term loan at B1 (LGD3, 49%)

Ratings upgraded:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1 from B2

Ratings upgraded and expected to be withdrawn at the close of
refinancing transaction:

$308 million 1st lien senior secured term loan to Ba3 (LGD3,
33%) from B1 (LGD3, 33%)

$138 million 2nd lien senior secured term loan to B3 (LGD3, 81%)
from Caa1 (LGD5, 85%)

Rating affirmed:

SGL-2 Speculative Grade Liquidity Rating

Proceeds from the proposed $375 million 1st lien term loan will be
used to refinance all of the company's existing debt. Moody's also
upgraded the existing first lien term loan to Ba3 from B1 and the
second lien term loan to B3 from Caa1. Upon the completion of the
refinancing and final review of documentation, Moody's will
withdraw the ratings on the existing first and second lien term
loans.

"The upgrade reflects successful integration of the Elan Drug
Technologies (EDT) business, good revenue growth prospects, and
deleveraging occurring as part of the refinancing transaction,"
stated Michael Levesque, Moody's Senior Vice President.

"Continuation of the positive outlook reflects expectations of
good revenue growth from Alkermes' key products, supported by the
approval of Bydureon in January 2012, and the potential for future
deleveraging," continued Levesque.

Ratings Rationale

The B1 Corporate Family Rating reflects Alkermes' limited size and
scale relative to pharmaceutical peers, its high reliance on
collaboration partners on key products, and its somewhat high
debt/EBITDA of approximately 3.7 times pro forma for the
refinancing using Moody's adjustments. The company still has high
concentration among its top 5 products and its late-stage pipeline
is concentrated in its schizophrenia candidate ALKS 9070. At the
same time, the ratings are supported by Alkermes' proprietary drug
delivery technologies, its high operating margins, good growth
prospects over the next several years and a decreasing reliance on
its key revenue driver Risperdal Consta.

The outlook remains positive based on Moody's expectation that
improving profitability and the potential for additional debt
repayment will result in stronger credit metrics over time. The
approval of Bydureon in type 2 diabetes and the commercial backing
of the Bristol-Myers/AstraZeneca collaboration both contribute to
the company's momentum. Moody's could upgrade Alkermes' ratings if
debt/EBITDA is sustained below 3.0 with free cash flow to debt
above 20%. Conversely, Moody's could downgrade the ratings if
leverage is sustained above 4.0 times or if free cash flow to debt
falls below 5%. Such a scenario could arise if one of Alkermes'
key products is removed from the market or if the company engages
in large debt-financed M&A.

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

Alkermes, Inc. is a U.S. subsidiary of Dublin, Ireland-based
Alkermes plc ("Alkermes"). Alkermes is a specialty
biopharmaceutical company that develops long-acting medications
for the treatment of central nervous system (CNS) disorders,
alcohol and opioid dependence and diabetes. Alkermes was formed
through the 2011 merger of Alkermes, Inc. and Elan Drug
Technologies. For the twelve months ended December 31, 2011, pro
forma revenues were approximately $500 million.


ALKERMES PLC: S&P Gives 'BB-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Ireland-based Alkermes plc. "In conjunction with
this assignment, we withdrew our 'B+' corporate credit rating on
Alkermes Inc., a wholly owned subsidiary of Alkermes plc. The
outlook is stable," S&P said.

"At the same time, we assigned a 'BB' issue-level rating to
Alkermes Inc.'s proposed $375 million first-lien term loan. The
first-lien term loan has a recovery rating of '2', indicating
prospects for a substantial (70%-90%) recovery in the event of
payment default. Proceeds from the $375 million first-lien term
loan, along with a $75 million debt reduction, will refinance
both the existing first- and second-lien debt. We will withdraw
the 'BB' issue-level and '1' recovery rating on the existing
first-lien term loan and will withdraw the 'B' issue-level and '5'
recovery rating on the existing second-lien term loan upon the
close of the $375 million first-lien term loan," S&P said.

"The rating reflects Alkermes' success in integrating Elan Drug
Technologies and the subsequent growth of Alkermes' expanded
portfolio of products," said Standard & Poor's credit analyst
Michael Berrian. "This yielded a financial performance in fiscal
year ended March 2012 that exceeded our expectations. Pro forma
revenue growth of 10% and EBITDA of $121 million resulted in
continued free cash flow generation that is enabling Alkermes to
reduce debt by $75 million. At June 30, 2012, leverage was 3.9x.
Following the refinancing and debt reduction we expect leverage to
decline further to 3.4x."

"Our rating on Alkermes plc reflects a 'weak' business risk
profile characterized by a relatively small portfolio of products,
product concentration, the absence of scale, and susceptibility to
the marketing priorities of their partners, and manufacturing
concentration. The 'intermediate' financial risk profile reflects
our expectation that leverage and funds from operations to total
debt will improve to about 2.5x and about 35%, respectively,
during the fiscal year ending March 31, 2013," S&P said.

"Our stable outlook on Alkermes reflects our expectation of low-
single-digit revenue growth in the fiscal year ending March 31,
2013 and high-single- to low-double-digit growth in the fiscal
year ending March 31, 2014. We also expect the company to continue
generating sufficient free operating cash flow that it will use
for further debt reduction," S&P said.

"We could raise the rating if Alkermes reduces leverage at a
faster pace than we currently expect, and commits to preserving
the stronger credit measures. This would arise from a combination
of greater debt reduction and better-than-expected EBITDA growth
because of higher sales of Vivitrol and recently launched
Bydureon," S&P said.

"We could lower the rating if revenues and EBITDA grow at a slower
rate than we expect, possibly from decreased market acceptance of
Vivitrol or slower-than-expected growth of Bydureon, Ampyra, or
Invega Sustenna. In our opinion, this could result in leverage
increasing to 4x or more, a level of financial risk that we
consider aggressive," S&P said.


AMERICAN ARCHITECTURAL: Asks Court's Permission to Auction Assets
-----------------------------------------------------------------
Penny Stacey at The USGlass New Network reports that American
Architectural Inc. has requested permission from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
sell its assets, including several outstanding subcontracts, via
an auction process.

The report, citing court documents, says the company had a backlog
of approximately 13 subcontracts, with revenues in excess of
$29 million, at the time of the bankruptcy filing.  Seven of the
projects have been completed, leaving six "that have work to be
performed and will be available for sale at the auction."  Among
these is a $7.1 million project at Carnegie 57 in New York; a $3.9
million project at One World Trade Center; a $15.4 million on the
Cablenet at One World Trade Center; a $6.2 million project at the
World Trade Center Path Hall; a $3.8 million project at World
Trade Center Tower 4; and a $685,000 project on the World Trade
Center Path Hall Elevator.

The report adds the company previously had been in negotiations
with general contractor Skanska USA about the Path Hall project.

"[AAI] has analyzed the cost of completing the subcontracts, the
lack of adequate financing for the completion of all of these
projects, the inability of [Diamond Indemnity Trust] to provide
financial assistance under the surety bonds, and the overall
existing debt, and have determined that a prompt sale of the
assets as a 'going concern' is in the best interest of the debtors
and their estates," the report quotes AAI as stating.

The report relates Company officials said the only items not up
for sale are its cash, pre-petition litigation claims, and claims
under Chapter 5 of the bankruptcy code.

"The debtors also believe that offering the assets for sale at the
auction will greatly enhance their ability to reorganize the
affairs," the report quotes the Company as noting.

The report says, if the auction is approved and held, AAI
officials say they intend to file a plan (upon the closing of an
asset sale) for distribution of the proceeds from the sale.

The report adds the court had not yet ruled on the motion.

                 About American Architectural and
                       Advanced Acquisitions

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.

The Debtors listed assets of $3,874,952 and liabilities of
$2,912,684.


AMERICAN REALTY: S&P Puts 'BB' CCR on Watch on Realty Income Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on American Realty Capital Trust Inc. (ARCT) on
CreditWatch with positive implications following a proposal by
higher-rated Realty Income Corp. to acquire the company and all of
its outstanding shares. ARCT does not currently have any rated
debt.

"The CreditWatch placements follow the announcement that ARCT
(BB/Stable/--) and Realty Income (BBB/Stable/--) have signed a
definitive agreement under which Realty Income will acquire all of
the outstanding shares of ARCT in a transaction valued at
approximately $2.95 billion," said credit analyst Eugene Nusinzon.
"We expect Realty Income to fund the acquisition by issuing $1.9
billion of its common stock to ARCT, assuming approximately $526
million of ARCT's secured debt, and immediately repaying
approximately $574 million of ARCT's outstanding debt and related
transaction expenses."

"The boards of directors of both companies have approved the
transaction. Pending shareholder approval (from both companies),
we expect the acquisition to close during the fourth quarter of
2012 or early in the first quarter of 2013," S&P said.

"The CreditWatch action reflects the likelihood that we would
raise ARCT's corporate credit rating to that of Realty Income if
the acquisition closes as expected. We would likely subsequently
withdraw our corporate credit rating on ARCT based on our
expectation that ARCT will be fully integrated into Realty Income.
We plan to resolve the CreditWatch placement during the fourth
quarter of 2012 or early in the first quarter of 2013 after the
results of shareholder votes have been announced," S&P said.


AMERICAN AXLE: Inks $550MM Underwriting Agreement with JP Morgan
----------------------------------------------------------------
On Sept. 4, 2012, American Axle & Manufacturing, Inc., a wholly
owned subsidiary of American Axle & Manufacturing Holdings, Inc.,
and the subsidiary guarantors, entered into an underwriting
agreement with J.P. Morgan Securities LLC, as the representative
of the several underwriters, to sell $550 million aggregate
principal amount of 6.625% senior notes due 2022 in an offering
registered pursuant to the Securities Act of 1933, as amended.
The Notes will be guaranteed on a senior unsecured basis by the
Company and certain of AAM's current and future subsidiaries.  A
copy of the Underwriting Agreement is available for free at:

                        http://is.gd/xpJ9jB

                        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 WEST: Okayed to Pay $500,000 to Critical Vendors
---------------------------------------------------------
The Hon. Mike K. Nakagawa of the Bankruptcy Court for the District
of Nevada authorized American West Development, Inc., to honor and
pay additional prepetition claims of certain critical vendors, in
an aggregate amount not to exceed $500,000.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.

The Court will convene a hearing on Sept. 25, 2012, to consider
the confirmation of the Debtor's Plan which was hammered out with
secured lenders owed $177.5 million.  The lenders will take
ownership and receive a new $49.6 million mortgage in return for
existing debt.  They will invest $10 million to be used as working
capital to make payments under the plan.


AMES DEPARTMENT: Proskauer Rose Approved as Substitute Attorneys
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized  Ames Department Stores' to employ Proskauer Rose LLP
as substitute attorneys nunc pro tunc to May 14, 2012.

The Debtors' former attorney, Dewey and LeBoeuf, filed for Chapter
11 protection on May 28, 2012.

Proskauer Rose personnel's hourly rates are:

                       Hourly Rate
                       -----------
   Partner             $675 to $1,050
   Of Counsel          $640 to $825
   Associate           $295 to $750
   Paraprofessionals   $165 to $315

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


AOT BEDDING: Moody's Assigns 'B2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
AOT Bedding Super Holdings LLC and a B1 rating to its proposed
$1.233 billion Senior Secured Term Loan B. The rating outlook is
stable.

On August 5, 2012, Advent International announced that it agreed
to acquire a majority interest in AOT, the parent company of
National Bedding Co., the majority owner and licensee of Serta,
and Simmons Bedding Co. for approximately $3 billion. At the
completion of the transaction, the company will be renamed Serta
Simmons Holdings, LLC.

The transaction will be funded with a $1.2 billion senior secured
term loan, $725 million senior unsecured bridge loan and $1.1
billion of equity (with roughly 2/3rd coming from Advent). Around
$700 million of net debt will be repaid with the proceeds. The
bridge loan, which matures in one year, is expected to be replaced
by a senior unsecured bond prior to close. If the senior unsecured
bond cannot be issued, the bridge loan will automatically be
converted to an unsecured term loan or unsecured exchange note at
the option of the holder. All of the existing ratings for both
Serta and Simmons will be withdrawn at closing.

"The transaction will leave AOT materially levered with debt to
EBITDA of around 7.5 times," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. But Moody's thinks leverage
will steadily decline to below 6 times by the end of 2013 owing to
a combination of increased earnings and debt repayment. "However,
revenue and earnings growth for the remainder of 2012 may be
weaker than pro-forma growth generated in the first six months,
despite the continued success of iComfort and the premium
Beautyrest brands given increased competition," Cassidy said. "In
addition, the longer term financial policies of Advent are vague,"
he noted.

The following ratings were assigned:

Corporate Family Rating at B2;

Probability of Default Rating at B2;

$1.233 billion Senior Secured Term Loan B due September 2019 at B1
(LGD 3, 37%);

Ratings Rationale

AOT's B2 Corporate Family Rating reflects its high financial
leverage with debt to EBITDA over 7 times, but also its good cash
generating abilities, solid scale with revenue over $2 billion and
sizeable market share. While financial leverage is high for a B2
consumer durable company, Moody's thinks debt to EBITDA will be
below 6 times by the end of 2013 as earnings increase and AOT pays
down debt with excess cash flow (as defined). The ratings also
reflect the volatility in profitability and cash flows experienced
during the economic downturns and by the uncertainty in
discretionary consumer spending, especially for middle and low
income consumers. The rating is further constrained by the
uncertain financial policies of Advent, whose long term plans for
leverage are unclear. The ratings benefit from AOT's strong pro-
forma operating margins with EBITA to revenue over 10% and good
expected interest coverage of around 2 times. Serta and Simmons'
strong market position, well known brand names, the recent
strength of Serta's iComfort brand, and the mattress industry's
historically strong fundamentals, anchor the rating.

The stable outlook reflects Moody's view that AOT will steadily
reduce and sustain debt to EBITDA below 6 times by the end of 2013
and that demand will remain strong for premium/specialty
mattresses and slowly improve for mid tier mattresses.

Ratings could be downgraded if AOT does not reduce and sustain
debt to EBITDA to below 6 times by the end of 2013. Other key
credit metrics which could drive a downgrade would be EBITA to
interest approaching 1 time (currently around 2 times) or EBITA
margins sustained well below 10%.

AOT's ratings could be upgraded if its operating performance
significantly improves on a sustained basis and financial leverage
materially decreases. Key credit metrics necessary for an upgrade
would be debt to EBITDA consistently around 4.5 times, maintaining
low double digit EBITA margins and EBITA to interest sustained
above 2.5 times.

The principal methodologies used in this rating were Global
Consumer Durables 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.

AOT Bedding Super Holdings is the parent company of Simmons
Bedding Company and National Bedding Company, which does business
as Serta. Both Simmons and Serta manufacture, distribute and sell
conventional bedding products, including mattresses and box
springs, as well as specialty bedding products which include
latex, gel and visco-elastic mattresses. Proforma revenue for the
twelve months ended June 30, 2012 for the combined companies was
approximately $2.2 billion.


AOT BEDDING: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to Hoffman Estates, Ill.-based AOT Bedding Super
Holdings LLC, the existing parent company to Serta International
Holdco LLC (B/Stable/--) and Simmons Bedding Co. (B/Stable/--).
The outlook is stable.

"At the same time, we assigned a 'B+' issue-level rating to AOT
Bedding's proposed $1.233 billion senior secured term loan B due
2019. The recovery rating is '2', indicating our expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default. We also assigned a 'CCC+' issue-level rating to
AOT Bedding's proposed $725 million senior unsecured notes due
2020, with a recovery rating of '6', indicating our expectation
for negligible (0% to 10%) recovery in the event of default. The
company's proposed $225 million asset-based lending (ABL) facility
due 2017 will not be rated. All ratings are subject to review upon
receipt of final documentation," S&P said.

"Advent International Corp. will use the new $1.233 billion term
loan B and $725 million senior unsecured notes, along with $760
million new equity and $370 million of rollover equity from the
company's current owners, to purchase a majority stake in the
company for approximately $3 billion, refinance existing debt, and
pay transaction fees. Upon the close of the transaction, AOT
Bedding Super Holdings LLC will change its name to Serta Simmons
Holdings LLC. Following the repayment of all debt at Serta
International Holdco LLC and Simmons Bedding Co. at the close of
this transaction, we will withdraw all our ratings on these two
entities," S&P said.

"The ratings on AOT Bedding reflect our view that the company has
a 'weak' business risk profile and a 'highly leveraged' financial
risk profile," S&P said.

"Although we believe economic and retail conditions remain
somewhat uncertain and the industry will experience some cost
inflation over the near term, we believe AOT's credit measures
will strengthen as profitability improves and the company repays
debt," said Standard & Poor's credit analyst Rick Joy.

"We could consider raising the ratings if the company is able to
further strengthen its operating performance, repay debt, and
improve credit measures," said Mr. Joy. "Alternatively, we could
consider a lower rating if the company experiences operating
difficulties, such that credit measures substantially deteriorate,
the company's liquidity is materially pressured, or the company
pursues a more aggressive financial policy, including debt-
financed dividends."


AUTO CARE MALL: Bank Squares Off With U.S. Trustee on Receiver
--------------------------------------------------------------
August B. Landis, the Acting United States Trustee for Region 17,
is opposing the request of Bank of Marin, a secured creditor of
Auto Care Mall of Fremont, Inc., that seeks to (i) excuse a state
court receiver from compliance with her duties as a custodian to
turn over and account for estate assets, and (ii) grant authority
for the state court receiver to exercise case administration
powers vested exclusively in trustees appointed under applicable
provisions of the Bankruptcy Code.

Bank of Marin has asked the Bankruptcy Court to relieve Susan L.
Uecker, the receiver for the Debtor's assets, from the turnover
requirements under 11 U.S.C. Sec. 543.  Bank of Marin also has
asked the Court to grant the receiver authority to obtain credit
and incur debt, and to terminate the automatic stay so the
receiver can exercise all of her powers as set forth in a superior
court order appointing the receiver.

Bank of Marin said the Debtor's case mandates the retention of the
receiver, and that the Debtor's bankruptcy filing must not stymie
the Superior Court's desire to have an independent receiver take
possession, custody and control of the real property.  The bank
said the Debtor is attempting to thwart the efforts of the
Superior Court to address the Debtor's improprieties, including
the Debtor's failure to pay all real property taxes, failure to
account the tenant security deposits, and misuse of common area
maintenance charges.

Edwina E. Dowell, Esq., attorney for the Acting United States
Trustee, argues the bank's request impermissibly seeks to allow
the state court receiver to continue to act as a receiver for an
indefinite period of time during the administration of the
bankruptcy case.  The motion also seeks to improperly cloak the
state court receiver with power to obtain credit, use cash
collateral, and incur debt.  Those powers, Ms. Dowell argues, are
expressly conferred upon, and are vested exclusively in, trustees
appointed under controlling provisions of the Bankruptcy Code.
After appropriate consideration of the best interests of all
creditors of the estate, Ms. Dowell says the Bankruptcy Court
should either (a) dismiss the bankruptcy case; (b) suspend all
proceedings in the bankruptcy case until the receivership case has
reached its conclusion, at which point the Court will be able to
readily determine whether further bankruptcy proceedings are
warranted; or (c) require the Receiver to account for and turn
over all property of the estate to the trustee (or to the debtor-
in-possession, if no trustee has been appointed).

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The Debtor scheduled $13,400,000 in assets and
$11,119,045 in liabilities.  A copy of the Company's list of its
11 unsecured creditors filed with the petition is available for
free at http://bankrupt.com/misc/canb12-56050.pdf The petition
was signed by Gina Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

Bank of Marin is represented in the case by:

          Neil J. Rubenstein, Esq.
          Craig C. Chiang, Esq.
          BUCHALTER NEMER P.C.
          55 Second Street, Suite 1700
          San Francisco, CA 94105-3493
          Tel: 415-227-0900
          Fax: 415-227-0770
          E-mail: cchiang@buchalter.com


AUTO CARE MALL: Status Conference Set for Oct. 4
------------------------------------------------
The Bankruptcy Court has scheduled a Status Conference in the
Chapter 11 case of Auto Care Mall of Fremont, Inc., for Oct. 4,
2012, at 9:30 a.m. at San Jose Courtroom 3099.

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The Debtor scheduled $13,400,000 in assets and
$11,119,045 in liabilities.  A copy of the Company's list of its
11 unsecured creditors filed with the petition is available for
free at http://bankrupt.com/misc/canb12-56050.pdf The petition
was signed by Gina Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

Bank of Marin is represented in the case by Neil J. Rubenstein,
Esq., and Craig C. Chiang, Esq., at Buchalter Nemer P.C.


AUTO CARE MALL: Sec. 341 Creditors' Meeting on Wednesday
--------------------------------------------------------
The Office of the U.S. Trustee in San Jose, California, will hold
a First Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of Auto Care Mall of Fremont, Inc., on Wednesday,
Sept. 12 at 10:30 AM at San Jose Room 268.

Proofs of claim are due in the case by Dec. 11.

                  About Auto Care Mall of Fremont

Auto Care Mall of Fremont, Inc., in San Jose, California, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 12-56050)
on Aug. 15, 2012.  Judge Stephen L. Johnson presides over the
case.  The Law Office of Patrick Calhoun, Esq., serves as the
Debtor's counsel.  The Debtor scheduled $13,400,000 in assets and
$11,119,045 in liabilities.  A copy of the Company's list of its
11 unsecured creditors filed with the petition is available for
free at http://bankrupt.com/misc/canb12-56050.pdf The petition
was signed by Gina Baumbach, vice president.

On May 18, 2012, at the behest of the secured lender, Bank of
Marin, the Alameda County Superior Court of the State of
California appointed Susan L. Uecker as receiver to the Debtor's
real property commonly known as 40851-40967 Albrae Street, in
Fremont, California.  The Superior Court appointed the receiver to
address the Debtor's mismanagement and misappropriation of the
bank's cash collateral.

The property is improved with four single story warehouse
buildings totaling 38,226 square feet and is occupied exclusively
with auto service related businesses.  The property consists of
15 units, three of which are currently vacant.  The property
generates monthly rents totaling roughly $34,492 in addition to
common area maintenance charges totaling $8,235.

According to Bank of Marin, the Debtor owes the bank roughly
$6.5 million under two prepetition promissory notes.  The Debtor's
Schedule D identifies a judgment lien against the property held by
Bank of America to secure a $6 million claim scheduled by the
Debtor as a non-contingent, liquidated, and undisputed held by
Bank of America.   The Debtor's Schedules D identifies non-
contingent, liquidated and undisputed claims totaling $11.105
million that encumber the property, which the Debtor values at
$7.4 million.

Bank of Marin is represented in the case by Neil J. Rubenstein,
Esq., and Craig C. Chiang, Esq., at Buchalter Nemer P.C.


BEALE STREET BLUES: No Ruling Yet on Mirage Revenues
----------------------------------------------------
Las Vegas Review Journal reports that no ruling had come from U.S.
Bankruptcy Court Judge Mike Nakagawa on an issue that could prove
critical for the B.B. King's Blues Club in The Mirage.

The report relates Judge Nakagawa has said he would issue a
written order by the end of Wednesday.

According to the report, the issue involves whether The Mirage can
subtract money from B.B. King's tabs that patrons charge to their
rooms in order to pay down debts incurred prior to the club's
Chapter 11 bankruptcy filing in February 2011.  The Mirage had
started doing this in June.

The report notes B.B. King's attorney said that if this was
allowed to continue, it would probably run out of money by mid-
November.  At that point, it would need a bailout from the
Memphis-based parent company or close.

Beale Street Blues Company Las Vegas LLC owns the B.B. King's
Blues Club restaurant and live music club at the Mirage hotel-
casino in Las Vegas.  Beale Street filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 11-21619) in Memphis, Tennessee, on
Feb. 16, 2011.  Jonathan E. Scharff, Esq., at Harris Shelton
Hanover Walsh, PLLC, in Memphis, serves as counsel to the Debtor.
Beale Street disclosed assets of $2.5 million and liabilities of
$3.8 million.

The Las Vegas club and restaurant is part of a Memphis-based group
of B.B. King's clubs named for the music legend. The other B.B.
King's -- which are not part of the bankruptcy -- are in Memphis,
Nashville, Orlando and West Palm Beach, Fla.


BEAU VIEW: Ordered to File Disclosure Statement & Plan by Sept. 28
------------------------------------------------------------------
As reported in the TCR on Sept. 5, 2012, Beau View of Biloxi, LLC,
according to its case docket, and the U.S. Trustee for Region 5
reached an agreement resolving the UST's second motion to dismiss
or convert the Debtor's Chapter 11 case to one under Chapter 7 of
the Bankruptcy Code.

On Aug. 22, 2012, U.S. Bankruptcy Judge Katharine M. Samson
approved the agreement between the parties, to wit:

  1. On or before Sept. 15, 2012, the Debtor will pay all
     delinquent quarterly UST fees to the UST;

  2. On or before Sept. 28, 2012, the Debtor will file a
     disclosure statement and a confirmable plan of
     reorganization; and

  3. If the Debtor fails to comply with any terms of this order,
     the case will convert to a Chapter 7 proceeding without
     further notice or hearing.

                   About Beau View of Biloxi

Beau View of Biloxi, LLC, filed a Chapter 11 petition (Bankr. S.D.
Miss. Case No. 12-50141) on Jan. 26, 2012.  The Mandeville,
Louisiana-based debtor disclosed that it is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101 (51B) with assets and
debts of $10 million to $50 million.  Judge Katharine M. Samson
presides over the case.  J. Walter Newman, IV, Esq., at Newman &
Newman, serves as the Debtor's counsel.  The petition was signed
by Richard L. Landry, III, designated representative.


BERNARD L. MADOFF: ABN Asks Judge to Give Broad Swap Protection
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ABN Amro Bank NV began the process last week for U.S.
District Judge Jed Rakoff to decide how far the so-called safe
harbor in bankruptcy stretches to protect financial institutions
from suits by bankruptcy trustees that aren't expressly within the
scope of the safe harbor.  The decision is one of many that
Judge Rakoff is deciding in the liquidation of Bernard L. Madoff
Investment Securities Inc.

According to the report, Madoff trustee Irving Picard filed suit
in bankruptcy court, contending the bank's affiliate in Ireland
was the subsequent recipient of $267 million initially paid out by
the Madoff firm to a feeder fund.  At the bank's request, Judge
Rakoff removed the suit from bankruptcy court to decide threshold
questions that could result in dismissal of the suit.  The bank
filed papers seeking dismissal near the end of last week.

The report relates that the bank explained how it had swap
transactions with a feeder fund and that the money traceable to
Madoff was paid pursuant to the swap.  The bank believes the safe
harbor requires dismissal because in Section 546(g) of the U.S.
Bankruptcy Code precludes a trustee from suing to recover a
payment received in a swap.  Although the trustee won't file his
opposition papers until Sept. 25, Mr. Picard has already gone on
record with technical arguments explaining why the bank isn't
automatically entitled to dismissal on account of the swap.

The report notes that Mr. Picard contends that the bank is being
sued as a subsequent recipient of fraudulently transferred funds
and that the so called safe harbor for swaps only protects an
initial recipient.  The bank says the distinction doesn't matter
because Congress intended to give the widest possible protection
to parties involved in swaps.  The bank will be filing reply
papers on Oct. 5 before Judge Rakoff decides who's right and who's
wrong.  Whoever wins, the issue is likely to be appealed to the
U.S. Court of Appeals, joining other Rakoff decisions already on
appeal.

The case involving ABN Amro and swaps is part of Securities
Investor Protection Corp. v. Bernard L. Madoff Investment
Securities LLC, 12-mc-00115, U.S. District Court, Southern
District of New York (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BJ'S WHOLESALE: S&P Cuts CCR to 'B' on Refinancing, Dividend
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on BJ's Wholesale Club Inc. to 'B' from 'B+'. The outlook
is stable. "We also lowered the existing ratings on the company's
first-lien term loan to 'B' from 'B+', and on the company's
second-lien term loan to 'CCC+' from 'B-'. The recovery ratings on
these loans remain unchanged at '3' and '6', respectively. We will
withdraw the ratings on the existing facilities upon completion of
the proposed refinancing," S&P said.

"At the same time, we assigned a 'B' issue-level rating with a '3'
recovery rating to the company's $1.2 billion first-lien term
loan, and a 'CCC+' issue-level rating with a '6' recovery rating
to the $400 million second-lien term loan," S&P said.

"We do not rate the company's $900 million asset-based loan (ABL)
revolving credit facility, of which about $395 million will be
outstanding when the transaction closes," S&P said.

"BJ's plans to use the debt facilities, together with about $282
million proceeds from a sale-leaseback transaction, to refinance
existing term loans and pay a dividend of nearly $645 million to
its shareholders," S&P said.

"The ratings on BJ's reflect its 'fair' business risk profile and
'highly leveraged' financial risk profile. The proposed
transaction adds a moderate amount of debt to an already highly
leveraged balance sheet. At July 31, 2012, the pro forma ratio of
total debt to EBITDA increases to the high-7x area from the high-
6x area before the transaction, while EBITDA coverage of interest
weakens to about 1.8x from about 2x. In addition, increased
interest expense, along with the higher rent payment resulting
from the sale-leaseback, weaken BJ's cash flow generation," S&P
said.

"We anticipate that operational stability and modest profitability
gains will drive modest improvement of these credit measures,"
said Standard & Poor's credit analyst Mariola Borysiak.

"Because we view the company's financial policies as very
aggressive and considering our view of its business risks, an
upgrade could be possible if BJ's reduces leverage such that debt
to EBITDA is sustained in the high- to mid-6x area. We could
consider a lower rating if competitive pressures and operational
inefficiencies result in meaningful loss of market share, leading
to weaker profitability and EBITDA coverage of interest
deteriorating below 1.5x," S&P said.


BLITZ USA: Delaware Judge Kevin Gross Appointed as Mediator
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
the Hon. Kevin Gross, Bankruptcy Judge for the District of
Delaware, as mediator to conduct non-binding mediation concerning
Blitz U.S.A., Inc. et al.'s plan-related matters.

The Debtors and the Official Committee of Unsecured Creditors
requested for the referral of the matter to mediation and appoint
a mediator to assist the parties in resolving certain issues and
impediments relating to a formulation and confirmation of a
Chapter 11 Plan.

The parties attending the mediation are: (i) the Debtors; (ii) the
Committee; (iii) BOKF, NA doing business as Bank of Oklahoma, as
agent for the Debtors' pre- and post-petition lenders; (iv)
counsel to plaintiffs having filed product liability suits or
claims against the Debtors; (v) Wal-Mart; (vi) Kinderhook Capital
Fund II, L.P; (vii) Crestwood Holdings, Inc.; and (viii) the
insurers under each of the Debtors' commercial liability policies,
including, but not limited to (a) CNA, AXIS and affiliate
insurers; (b) Liberty Surplus Insurance Corporation and Liberty
International Underwriters, Inc., (c) Old republic Insurance
Company; (d) ACE American Insurance Company; (e) Hartford Fire
Insurance Company; (f) Risk Specialists Company of KY, Inc.,
Chartis Specialty Insurance Company, Lexington Insurance Company,
AIU and certain other subsidiaries of Chartis Inc.  A
representative of the Office of the U.S. Trustee may also attend
the mediation conference.

The mediation conference will occur at a time and place to be
designated by the mediator.

                         About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June that it is abandoning its efforts to
reorganize and instead is vowing to shut down operations by the
end of July.


CAESARS ENTERTAINMENT: Bank Debt Trades at 12% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment, Inc., is a borrower traded in the secondary market
at 88.38 cents-on-the-dollar during the week ended Friday,
Sept. 7, 2012, an increase of 0.64 percentage points from the
previous week, according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 525 basis points above LIBOR to borrow under the facility.
The bank loan matures on Jan. 1, 2018, and carries Moody's 'B2'
rating and Standard & Poor's 'B' rating.  The loan is one of the
biggest gainers and losers among 181 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

Caesars reported a net loss of $281.10 million on $2.27 billion of
net revenues for the quarter ended March 31 2012.  The Company
incurred a net loss of $666.70 million in 2011, and a net loss of
$823.30 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$28.40 billion in total assets, $27.56 billion in total
liabilities, and $849.20 million in total equity.

                           *     *     *

As reported by the Troubled Company Reporter on Sept. 7, 2012,
Fitch Ratings affirmed Caesars Entertainment's 'CCC' Issuer
Default Ratings, and revised the outlook to 'negative' from
'stable'.

The Outlook revision reflects Fitch's heightened concern regarding
Caesars Entertainment Operating Company, Inc.'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.


CAI INTERNATIONAL: S&P Retains 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' issue-level
rating on Container Applications Ltd.'s proposed senior notes
after the deal was revised to $103 million from $100 million. "We
initially assigned our ratings on June 13, 2012, but the
transaction was delayed. The recovery rating on this issue is '1',
indicating our expectation that lenders would receive a very high
(90% to 100%) recovery in the event of a payment default.
Container Applications Ltd. is a subsidiary of CAI International
Inc. (CAI)," S&P said.

The 'BB' corporate credit rating on San Francisco-based CAI
reflects the company's significant position within the marine
cargo container leasing industry and the relatively stable
earnings and cash flow generated from a substantial proportion of
its long-term leases. The ratings also incorporate the cyclicality
and capital intensity of the marine cargo container leasing
industry and CAI's substantial and increasing debt burden. Our
ratings also reflect our view that the company's financial profile
will improve gradually over the next two years following an
increase in debt to finance the company's aggressive fleet
expansion plans," S&P said.

RATINGS LIST

CAI International Inc.
Corporate credit rating               BB/Stable/--

Ratings Affirmed

Container Applications Ltd.
$103 mil. senior secured notes        BBB-
  Recovery rating                      1


CAMTECH PRECISION: R&J Unit Wants More Time for Plan Negotiations
-----------------------------------------------------------------
R&J National Enterprises, Inc., a debtor affiliate of Camtech
Precision Manufacturing, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida to extend its exclusive periods
to file and solicit acceptances for a proposed plan of
reorganization until Oct. 12, 2012, and Dec. 14, respectively.
R&J said it needs additional time to negotiate with its creditors
in relation to filing a consensual plan.


                      About Camtech Precision

Jupiter, Florida-based Camtech Precision Manufacturing, Inc.,
Avstar Fuel Systems, Inc., and R & J National Enterprises Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
Nos. 10-22760, 10-22762 and 10-22762) on May 10, 2010.

Avstar, founded in 2007, designs, manufactures and overhauls
carburetors and fuel injection systems for the aviation industry.
Avstar is the holder of Federal Aviation Administration Parts
Manufacturer Approvals for general aviation fuel systems.  Avstar
generates sales primarily from new product sales and overhauls of
carburetors and servos for the general aviation industry.

Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A.,
in Boca Raton, Florida, serves as counsel to the Debtors.  Carlos
E. Sardi, Esq., and Glenn D. Moses, Esq., at Genovese Joblove
Battista P.A., in Miami, Florida, represent the Official Committee
of Unsecured Creditors.  In its schedules, Camtech disclosed
assets of $10.98 million and debts of $14.63 million.


CAPITOL BANCORP: Judge Marci McIvor Hancles Chapter 11 Case
-----------------------------------------------------------
Capitol Bancorp Ltd.'s Chapter 11 case was initially assigned to
U.S. Bankruptcy Judge Walter Shapero.  Jusge Shapero promptly
ordered the transfer of the case to the docket of Judge Marci B.
McIvor.  The order was made on the basis that the Debtor has a
companion case as defined in L.B.R. 1073-1(c) filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan on Aug. 9,
2012, and assigned to Judge McIvor.  The practice of the Court,
pursuant to L.B.R. 1073-1(a)(1)(E.D.M.), is to reassign all
subsequently filed cases to the Judge to whom the first case is
assigned.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

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

A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.


CAPITOL BANCORP: Can Employ KCC as Noticing and Balloting Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted Capitol Bancorp Ltd. and Financial Commerce Corporation
authorization to employ Kurtzman Carson Consultants LLC as their
noticing and balloting agent.

As reported in the TCR on Aug. 15, 2012, the Debtors said their
engagement of an independent third party is the most effective and
efficient manner by which to perform, among other things, the
tasks of (i) transmitting certain notices to creditors and parties
in interest in these cases, (ii) overseeing the administration of
solicitation material, (iii) receiving, reviewing and tabulating
ballots, and (v) performing other administrative tasks such as
maintaining creditor lists and mailing addresses.

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

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

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

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

A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.


CAPITOL BANCORP: U.S. Trustee Forms Five-Member Creditors Panel
---------------------------------------------------------------
Daniel M. Mcdermott, U.S. Trustee for Region 9, appointed these
persons to the Official Committee of Unsecured Creditors in the
chapter 11 cases of Capitol Bancorp Ltd. and Financial Commerce
Corporation.

The Committee comprises of:

      1. James H. Byrnes
         U.S. Bank National Association, as indenture trustee
         Global Corporate Trust Services
         One Federal St. 3rd Floor
         Boston, MA 02110
         Tel: (617) 603-6442
         Fax: (617) 603-6640
         E-mail: james.byrnes@usbank.com

      2. Alex T. Chang
         Bank of New York Mellon Trust Co., N.A.,
           as successor trustee
         101 Barclay Street
         New York, NY 10286
         Tel: (212) 815-2816
         Fax: (212) 724-5400
         E-mail : Alex.Chang@bnymellon.com

      3. Larry Barels, on behalf of
         Barels Charitable Remainder Trust
         1321 State Street
         Santa Barbara, CA 93101
         Tel: (805) 965-4346
         Fax: (805) 965-4356
         E-mail: larry.barels@gte.net

      4. Steve Cimalore
         Wilmington Trust Company
         Rodney Square North
         1100 North Market Street
         Wilmington, DE 19890-1615
         Tel: (302) 636-6058
         E-mail: scimalore@wilmingtontrust.com

      5. Earl Petznick Jr.
         3920 East Sierra Vista
         Paradise Valley, AZ 85253
         Tel: (602) 694-2555
         Fax: (602) 252-0243
         E-mail: epetznick@pinalfeeding.com

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

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

A hearing will be held on Sept. 18, 2012, at 10:30 a.m. to
consider confirmation of Capitol Bancorp's prepackaged Chapter 11
plan of reorganization.


CARLTON HOTEL: South Beach Hotel Files to Stop Receiver
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carlton Hotel LLC, a 67-unit hotel on Collins Avenue
in the Art Deco district of Miami Beach, filed a Chapter 11
petition last week to prevent the secured lender from having a
receiver appointed the next day by the foreclosure court.

According to the report, the property is subject to a
$15.2 million mortgage purchased by an affiliate of Baltoro
Capital Management, the hotel said in a court filing.  The hotel
owner said Baltoro bought the mortgage for $9.6 million.  The
hotel blamed bankruptcy on the recessions and ensuing decline in
tourism in Miami.

Carlton Hotel LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 12-31305) in Miami on Sept. 4, disclosing $8,100,000 in
assets and $15,313,777 in liabilities. The Debtor is represented
by Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A., in Miami.


CELL THERAPEUTICS: Unit Signs Logistics Agreement with Movianto
---------------------------------------------------------------
On Sept. 1, 2012, Cell Therapeutics, Inc.'s wholly-owned
subsidiary CTI Life Sciences Ltd., entered into a Logistics
Agreement with Movianto Nederland BV.  Pursuant to the terms of
the Agreement, Movianto has agreed to provide certain warehousing,
transportation and distribution services and all related
activities to CTILS and its affiliates for the Company's
pharmaceutical product Pixuvri in certain agreed territories in
Europe.  The Services include receipt, unloading and checking,
warehousing and inventory control, customer order management,
distribution, transportation, lot number and expiry date control,
returned goods processing, return and recall, product quality
assurance, reporting, credit management and debt collection.

The Agreement provides that in consideration of the Services,
CTILS will pay Movianto (i) a service fee based on the number of
Services provided by Movianto each month and (ii) a one-time
information technology implementation fee, each as set forth in
the Agreement.  The Service Fee is fixed for a period of one year,
and thereafter may not be increased more than once in any twelve
month period.  The Service Fee may be adjusted annually to reflect
any increase or decrease in certain costs incurred by Movianto in
supplying the Services in the normal course of business, including
taxes, the cost of fuel and the cost of insurance, provided that
such costs are reasonable.  All other costs and expenses directly
or indirectly connected to the provision of the Services will be
borne by Movianto.  Pursuant to the Agreement, CTILS has also
granted Movianto a non-exclusive, non-assignable license to use
certain technical information necessary for Movianto to complete
its obligations pursuant to the Agreement.  This license will
terminate automatically in the event the Agreement is terminated
for any reason; if the Agreement is terminated with respect to an
individual product of the Company, this license will terminate
automatically in relation to the termination of the Agreement with
respect to the individual product.

The Agreement has an initial term commencing, subject to written
confirmation that the necessary services as set forth in the
Agreement have been completed to CTILS's satisfaction, from the
date of CTILS's receipt of a European Wholesale Dealer License by
the Medicines and Healthcare products Regulatory Authority (MHRA)
and continuing for a period of two years, or until terminated in
accordance with the terms of the Agreement.  Thereafter, the
Agreement will be automatically renewed for successive one year
periods, unless either party gives written notice of their intent
to not renew no less than three months prior to such end of year
period.  Following the first year of the Agreement, the Agreement
may be terminated at any time by CTILS subject to three months'
prior written notice.  Either party may terminate the Agreement
upon the occurrence of certain events, including if the other
party (i) defaults in the performance of any of its material
obligations under the Agreement and fails to remedy that default
within thirty days after notice from the non-defaulting party
requiring it to do so or (ii) becomes bankrupt or insolvent or
similar proceedings or arrangements occurs.  In addition, CTILS
may terminate the Agreement upon written notice to Movianto in the
event of any change in the direct or indirect ownership of
Movianto's business which CTILS considers prejudicial to, or in
conflict with CTILS's interests.

CTILS has agreed to indemnify Movianto from and against all
losses, damages, costs, claims, demands, judgments and liability
incurred by reason of a liability to a third party and arising out
of (i) CTILS's breach of its duties, representations or warranties
under the Agreement, (ii) product liability claims, or (iii)
intellectual property right infringement claims, except to the
extent that any such losses, damages, costs, claims, demands,
judgments or liability are due to the actions, negligence or
wrongful acts or omissions of Movianto.  Movianto has agreed to
indemnify CTILS from and against certain losses, damages, costs,
claims, demands, judgments and liability incurred by reason of a
liability to a third party and arising out of Movianto's breach of
applicable laws and regulations or its duties, representations or
warranties under the Agreement, except to the extent that any such
losses, damages, costs, claims, demands, judgments or liability
are due to the negligence or wrongful acts or omissions of CTILS.

                       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.


CENTRAL FALLS, R.I.: Judge Confirms Chapter 9 Plan
--------------------------------------------------
Bill Donahue at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Frank J. Bailey on Thursday paved the way for Central Falls,
R.I., to exit Chapter 9 bankruptcy, approving a five-year
restructuring plan that would stabilize the city's finances
through a mix of cuts to retiree pensions and increases in taxes.

Bankruptcy Law360 says Judge Bailey confirmed the plan for the
19,000-person city, which filed for bankruptcy in August to revamp
its pension obligations after tax increases and austerity measures
failed to resolve millions of dollars in debt.

As reported in the Troubled Company Reporter on July 20, 2012, the
City of Central Falls, Rhode Island filed with the Bankruptcy
Court a Second Amended Plan For The Adjustment Of Debts and an
explanatory disclosure statement.

The Chapter 9 Plan, if confirmed, will restructure the City's debt
and its operations and put the City on a path towards fiscal
stability.  The Amended Plan also addresses and resolves the
City's obligations to employees, retirees, and vendors.  The
Amended Plan does not impair the City's bond obligations.

According to the Second Amended Disclosure Statement dated
July 10, 2012, payment to holders of general unsecured claims and
general unsecured convenience claims will be paid a distribution
from a pool totaling $600,000 during the six-year plan horizon.

The general unsecured convenience claims will be paid 35% of their
allowed claim on or prior to June 30, 2013.

Any balance remaining in FY 2013 claims pool will be added to the
FY 2014 claims pool, and the general unsecured claims will share
pro rata in the claims pool on or prior to the following payment
dates: June 30, 2014, June 30, 2015, June 30, 2016 and June 30,
2017.

In no event will the amount paid to any general unsecured creditor
exceed 45% of the Allowed Claim.  In the event there are monies
remaining in the General Unsecured Creditor's Pool on June 30,
2017, after distribution as stated herein, such monies will be
deposited in the City's Capital Fund.

                        About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The City of Central Falls, Rhode Island, on July 10, 2012, filed
with the Bankruptcy Court a Second Amended Plan For The Adjustment
Of Debts and an explanatory disclosure statement.

The Chapter 9 Plan, if confirmed, will restructure the City's debt
and its operations and put the City on a path towards fiscal
stability.  The Amended Plan also addresses and resolves the
City's obligations to employees, retirees, and vendors.  The
Amended Plan does not impair the City's bond obligations.


CHARLESTON ASSOCIATES: Stipulation Authorizing Cash Use Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in an
order dated Sept. 4, 2012, approved a stipulation between debtor
Charleston Associates LLC and lender C-III Asset Management LLC,
as special services of Bank of America, National Association, on
the Debtor's use of cash collateral.

The Debtor is authorized to use the rents and other income
generated from its shopping center, which will constitute as cash
collateral.  The stipulation provides that the Debtor can use
rental income and other income generated from its Shopping Center
solely for the purpose of funding (i) ordinary and necessary costs
of operating and maintaining the shopping center, and (ii) certain
professional fees and expenses.

As adequate protection of its interest in the cash collateral,
BofA is granted liens in the assets of the Debtor's estates.

In interim settlement of disputes between the parties with respect
to the valuation of the Shopping Center, the Debtor agrees to make
monthly payments of $225,000 to BofA.

With respect to budgeted fees and expenses for the law firm of
Neal Wolf & Associates, the allowed costs are those incurred in
the adversary proceeding against City National Bank and RA
Southeast Land Company, Adversary Proceeding No. 10-01452-lbr,
pending in the U.S. Bankruptcy Court for the District of Nevada.

The Debtor is indebted to BofA, its secured lender, in the amount
of $64 million.  All income generated from the Shopping Center,
including all rent, is deemed to constitute cash collateral in
which BofA has an interest.

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and
an approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CHINA JO-JO DRUGSTORES: Receives Delisting Notice from NASDAQ
-------------------------------------------------------------
China Jo-Jo Drugstores, Inc., disclosed  that on Aug. 31, 2012, it
was notified by The NASDAQ Stock Market LLC ("NASDAQ"), notifying
it of its failure to maintain a minimum closing bid price of $1.00
over the then preceding 30 consecutive trading days for its common
stock as required by NASDAQ Listing Rule 5550(a)(2).  The Company
has until Feb. 27, 2013, to regain compliance.

The Company intends to actively monitor the bid price for its
common stock between now and Feb. 27, 2013, and will consider
available options to resolve the deficiency and regain compliance
with the minimum bid price requirement.

                   About China Jo-Jo Drugstores

China Jo-Jo Drugstores, Inc., through its subsidiaries and
contractually controlled affiliates, is a retailer and wholesale
distributor of pharmaceutical and other healthcare products in the
People's Republic of China. As of June 30, 2012, the Company has
65 retail pharmacies throughout Zhejiang Province and Shanghai.


CIRCUS & ELDORADO: Committee Can Hire XRoads as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the has granted the Official
Committee of Unsecured Creditors of Circus and Eldorado Joint
Venture, et al. authorization to employ Xroads Solutions Group,
LLC, as the Committee's financial advisor.

As reported in the TCR on Aug. 15, 2012, XRoads will:

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

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

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

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

XRoads will be compensated at these hourly rates:

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

Jeffrey R. Truitt, a principal of XRoads, attested that the firm
does not have an interest adverse to the Debtor or the bankruptcy
estate and is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CIT GROUP: Must Face Tyco's $190-Mil. Tax Claim, 2nd Circ. Says
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the Second Circuit
on Thursday refused to erase Tyco International Ltd.'s $190
million claim that its former subsidiary CIT Group Inc. had
wrongly scrapped a tax benefits agreement after filing for
bankruptcy.

According to Bankruptcy Law360, a three-judge panel affirmed a
December 2011 bankruptcy court decision that classified the claim
as a creditor claim, rather than an inferior shareholder claim.
CIT shareholders were wiped out by the bank holding company's 2009
bankruptcy filing.

                          About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In February 2012, Moody's Investors Service upgraded CIT's
Corporate Family Rating to B1 from B2, recognizing CIT's
achievements in strengthening its liquidity profile by
diversifying funding sources, extending debt maturities, and
reducing the level of encumbered assets.

Dominion Bond Rating Service also has upgraded CIT's ratings,
including its Issuer Rating to BB (low) from B (high).


CLAIRE'S STORES: Selling Add'l $625-Mil. of 9% Sr. Secured Notes
----------------------------------------------------------------
Claire's Stores, Inc., announced the sale of $625 million
aggregate principal amount of additional 9.00% senior secured
first lien notes due 2019.  The notes were priced at 102.5% of the
principal amount thereof, resulting in gross proceeds of
$640,625,000.  The notes will be of the same series as the
Company's outstanding $500 million aggregate principal amount of
9.00% Senior Secured First Lien Notes due 2019.  The terms of the
notes, other than their issue date and issue price, will be
identical to the previously issued notes.  Settlement of the notes
is scheduled to occur on Sept. 20, 2012.

The Company intends to use the net proceeds of the issuance of the
notes, together with cash on hand, to repay in full the term loan
indebtedness under its senior secured credit facility.

In addition, the Company intends to replace its existing senior
secured revolving credit facility with an amended and restated
5-year $115.0 million senior secured revolving credit facility.
The notes offering is conditioned upon the Company entering into
the new senior secured revolving credit facility.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at July 28, 2012, showed $2.72 billion
in total assets, $2.78 billion in total liabilities, and a
$61.01 million stockholders' deficit.


CLARE OAKS: Court Confirms Termination of Solicitation Period
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
on Aug. 28, 2012, granted Wells Fargo Bank, National Association,
as master trustee, and Sovereign Bank, N.A.'s motion:

  i) confirming termination of Clare Oaks' exclusive period to
     solicit acceptances of any chapter 11 plan; or in the
     alternative,

ii) terminating of the Debtor's exclusive solicitation period.

As reported in the Troubled Company Reporter on Aug. 16, 2012,
Sovereign Bank, N.A. and Wells Fargo Bank N.A. filed a Chapter 11
plan of reorganization for Clare Oaks.

Under the Plan, holders of bonds issued prepetition, led by
Sovereign Bank and Wells Fargo, as master trustee, will have an
allowed secured claim in the amount of $75 million plus unpaid
fees, will new bonds that will mature in 40 years.  Holders of
general unsecured claims expected not to exceed $1 million will
receive a total of $50,000 plus 50% of any savings related to
professional fee claims.  Treatment of holders of equity interests
is yet "to be determined".

The Plan includes a term sheet under which The Sisters of St.
Joseph of the Third Order of St. Francis, Inc., as landlord, will
sell to the Debtor for $4.5 million the real estate currently
leased by the Debtor.  The $1.5 million will be paid in cash by
the Debtor on the effective date, and the balance in the form in a
note that is set to mature in 15 years.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/Clare_Oaks_Plan_080912.pdf

                         About Clare Oaks

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

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

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

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

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


COLLECTIVE BRANDS: S&P Affirms 'B' Corp. Credit Rating; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Topeka, Kan.-based Collective Brands Inc. "At the
same time, we removed the rating from CreditWatch with negative
implications, where it was placed on May 3, 2012. The outlook is
stable," S&P said.

"We also assigned a 'B' issue-level rating with a '4' recovery
rating to the new term loan. The '4' recovery rating indicates our
expectation for average (30% to 50%) recovery of principal in the
event of a payment default," S&P said.

"Blum and Golden Gate are funding the transaction with financial
sponsor common equity, the term loan, and the unrated revolver.
This new revolver will replace the company's existing $300 million
unrated revolving loan facility. The company is using the proceeds
from the financing mainly to purchase $600 million in public
stock. We expect Collective will repay its existing $480 million
in senior secured term loan and $126 million in senior
subordinated notes after the completion of the transaction by the
end of 2012, at which time we will withdraw our ratings on both
pieces of debt," S&P said.

"The rating on global footwear retailer Collective reflects our
expectation that the company's financial risk profile will remain
highly leveraged and its business risk profile will remain
vulnerable this year, despite efforts to improve merchandising and
pricing and continue closing certain unprofitable Payless
ShoeSource stores," said Standard & Poor's credit analyst Diya
Iyer.

"Collective is increasing total debt to EBITDA from 4.8x in the
year ended July 28, 2012, to 5.7x pro forma for the deal,
reflecting the Golden Gate and Blum acquisition. Pro forma debt
includes the $275 million term loan, $75 million of drawn
revolver, and other debt mainly related to pensions and leases. We
expect interest coverage to decline to an estimated 2.1x from 2.9x
before the transaction. We also expect credit metrics to improve
slightly by year-end due to stronger back-to-school and holiday
sales compared to 2011."


CNO FINANCIAL: A.M. Best Raises Issuer Credit Rating to 'bb'
------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating (FSR) to
B++ (Good) from B+ (Good) and issuer credit ratings (ICR) to "bbb"
from "bbb-" for the key life/health subsidiaries of CNO Financial
Group, Inc. (CNO Financial) (Carmel, IN) [NYSE: CNO].
Concurrently, A.M. Best has upgraded the ICR and existing senior
debt ratings to "bb" from "bb-" of CNO Financial.  The outlook for
these ratings is stable.

Additionally, A.M. Best has assigned a debt rating of "bb" to CNO
Financial's forthcoming issuance of $250 million senior secured
notes due 2020.  The assigned outlook is stable.  (See below for a
detailed listing of companies and ratings.)

The upgrades reflect the favorable trends in CNO Financial's
operating earnings, core product sales and risk-adjusted
capitalization.  In addition, A.M. Best acknowledges the
significant progress made by CNO Financial's management in
executing its strategic business plan.  The growth in earnings has
been attributable to CNO Financial's diverse revenue streams from
its insurance subsidiaries.  Improved revenue across several
business segments - driven by agent growth, timely rate increases
and the addition of new products - also have contributed to the
group's higher profitability.  CNO Financial's enhanced operating
results, combined with its better investment performance, have
facilitated growth in the insurance subsidiaries' risk-adjusted
capitalization.  A.M. Best notes that Bankers Life and Casualty
Company, the group's lead operating entity, has seen considerable
improvement in its capitalization over the past 12 to 18 months.

The rating actions also reflect the success CNO Financial has had
in focusing on markets where true competitive advantages are
achievable while, at the same time, actively managing risk.  This
strategy included exiting/de-emphasizing non-core product lines
through divestiture and/or reinsurance, considerable expense
reductions and, most recently, initiating a recapitalization plan.
A.M. Best views favorably CNO Financial's planned debt
restructuring, which will enhance financial flexibility by
reducing its cost of capital and improving its debt maturity
profile.  Moreover, A.M. Best believes the company's ability to
maintain solid profitability and foster capital growth has better
positioned CNO Financial with respect to its credit agreement.

The recapitalization plan consists of four-year and six-year term
loans for $250 million and $400 million, respectively, as well as
a proposed private offering of $250 million of senior secured
notes due 2020.  CNO Financial plans to use the roughly $900
million in proceeds to pay off $224 million in outstanding
borrowings under its existing credit agreement, repurchase up to
all of its $275 million 9% notes and the majority (approximately
$200 million) of its 7% convertible debentures.  Although CNO
Financial's debt-to-capital ratio would increase temporarily to
roughly 20% on a pro forma basis, it would decline due to expected
scheduled amortization.  CNO Financial's interest coverage
measures, which are currently sufficient, also will benefit from
the ongoing debt paydowns.

While sales in CNO Financial's life insurance and supplemental
health lines have generally increased, A.M. Best has observed
declining premium trends in the company's annuity operations.
Persistent low interest rates are expected to keep annuity sales
depressed in the near to medium term, consistent with some of the
organization's competitors.  A.M. Best notes that, despite the
sluggish economy, CNO Financial has reported favorable persistency
and has generally maintained its target spreads within its annuity
business segment.  Although CNO Financial's business profile has
improved, A.M. Best remains concerned regarding the sustainability
of earnings across key product lines given low interest rates and
the likelihood of lower net investment income.

While CNO Financial's investment portfolio has been de-risked in
recent years, the potential for additional asset impairments
remains given its exposure to commercial mortgages, commercial
mortgage-backed securities (CMBS) and below investment grade
bonds.  A.M. Best notes that CNO Financial's direct mortgage loans
are fairly well diversified and that the collateral underlying its
CMBS portfolio is performing better than in prior years with
respect to delinquencies and cumulative losses.

A.M. Best also has affirmed the FSR of B- (Fair) and ICR of "bb-"
of Conseco Life Insurance Company (CLIC) (Carmel, IN).  The
outlook for both ratings is stable.

CLIC's ratings recognize its modest operating profitability and
improvement in risk-adjusted capitalization, tempered by its
declining premiums and decreasing net investment income as the
business in CLIC runs off.  A.M. Best believes it is important for
management to continue to actively manage CNO Financial's legacy
blocks of business, including the challenge of securing rerates,
to facilitate profitability in these lines.  Additionally, A.M.
Best believes the level of support that CNO Financial will provide
to CLIC in the future remains uncertain, noting that CLIC's
current level of risk-adjusted capitalization is satisfactory for
its ratings.

The FSR has been upgraded to B++ (Good) from B+ (Good) and the
ICRs to "bbb" from "bbb-" for the following key life/health
subsidiaries of CNO Financial Group, Inc.  The outlook for all
ratings is stable.

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

The following debt ratings have been upgraded:

CNO Financial Group, Inc.

-- to "bb" from "bb-" on $176.5 million 7.0% senior unsecured
    convertible debentures, due 2016

-- to "bb" from "bb-" on $64.0 million 7.0% senior unsecured
    convertible debentures, due 2016

-- to "bb" from "bb-" on $52.5 million 7.0% senior unsecured
    convertible debentures, due 2016

-- to "bb" from "bb-" on $275 million 9.0% senior secured notes,
    due 2018

The following debt rating has been assigned:

CNO Financial Group, Inc.

-- "bb" on $250 million senior secured notes, due 2020


COLONIAL BANCGROUP: Hedge Funds Can Finance Lawsuits
----------------------------------------------------
Patrick Fitzgerald at Dow Jones' DBR Small Cap reports that a
federal bankruptcy September 7 backed a bid by a group of hedge
funds to lend $15 million to the remnants of Colonial Bank's
former parent to fund ongoing lawsuits against the Federal Deposit
Insurance Corp.

                    About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On Aug. 14, 2009, Colonial
Bank was seized by regulators and the Federal Deposit Insurance
Corporation was named receiver.  The FDIC sold most of the assets
to Branch Banking and Trust, Winston-Salem, North Carolina.  BB&T
acquired $22 billion in assets and assumed $20 billion in deposits
of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the
Debtor.  The Debtor disclosed $45 million in total assets and $380
million in total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COMPUTER GRAPHICS: Reports $109,000 Net Income in June 30 Quarter
-----------------------------------------------------------------
Computer Graphics International Inc. filed its quarterly report on
Form 10-Q, reporting net income of $109,389 on $1.7 million of
sales for the three months ended June 30, 2012, compared with a
net income of $570,196 on $2.2 million of sales for the three
months ended June 30, 2011.

For the nine months ended June 30, 2012, the Company had a net
loss of $402,184 on $4.7 million of sales, compared with net
income of $2.7 million on $8.0 million of sales for the nine
months ended June 30, 2012.

According to the Company, the decrease in net sales for the three
and nine month periods ended June 30, 2012, is primarily due to
the overall market decline in the current Chinese real estate
industry.  The Company says its business is in transition from a
majority of the real estate market to a full commercial CG
industry, but it takes time to get new industry customers.

Income before income taxes decreased to $112,999 for the three
months ended June 30, 2012, from $702,583 for the three months
ended June 30, 2011, representing a 84% decrease.  Income before
income taxes decreased to $(830,362) for the nine months ended
June 30, 2012, from $3.6 million for the nine months ended
June 30, 2011, representing a 123% decrease.  According to CGII,
the decrease was mainly due to the decrease in sales and increase
in cost of sales and selling, general and administrative expenses.

Income tax expense was $3,610 for the three months ended June 30,
2012, compared to income tax expense $132,387 for the three months
ended June 30, 2011.  CGII's income tax credit was $(428,178) for
the nine months ended June 30, 2012, compared to income tax
expense $865,894 for the nine months ended June 30, 2011.

                           Balance Sheet

The Company's balance sheet at June 30, 2012, showed $2.7 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $1.4 million.

                     Going Concern Uncertainty

"The Company incurred a net loss of $402,184 for the nine months
ended June 30, 2012, and had accumulated losses of $263,871 at
June 30, 2012.  These create an uncertainty about the Company's
ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/H9813D

Computer Graphics International Inc. is 3D digital visual service
provider founded in 2006 based in China, specialized in providing
one-stop-shop service and systems based on 3D image technology to
domestic governments, real estate developers, game developers, the
automotive industry and other commercial customers.  The Company
operates through its wholly-owned subsidiary Shenzhen Digital
Image Technology Co., Limited.

The Company's headquarters are located in Shenzhen, China.  The
Company was incorporated under the laws of the State of Nevada on
Feb. 27, 2003, under the name AMP Productions, Ltd. ("AMP"), with
the business purpose of developing, producing, marketing, and
distributing low-budget feature-length films to movie theaters and
ancillary markets.


CONVERTED ORGANICS: Has 368.2 Million Common Shares Outstanding
---------------------------------------------------------------
As previously disclosed on Jan. 3, 2012, Converted Organics
entered into an agreement with an institutional investor whereby
the Company agreed to sell to the investor twelve senior secured
convertible notes.  The initial January Note was issued on Jan. 3,
2012, in an original principal amount of $247,500.  The remaining
eleven January Notes will each have an original principal amount
of up to $237,600.  Each January Note matures eight months after
issuance.  The total face value of the twelve notes under this
agreement will be $2,861,100, assuming each note is sold for the
full face value, to the investor, of which there is no assurance.
The January Notes are convertible into shares of the Company's
common stock at a conversion price equal to 80% of lowest bid
price of the Company's common stock on the date of conversion.
Also, as previously reported on March 12, 2012, the Company
entered into an agreement with two investors, pursuant to which
the Company agreed to effect an additional closing under the
Jan. 12, 2012, convertible note in which the Company issued the
buyers new notes having an aggregate original principal amount of
$550,000.  As of Aug. 10, 2012, the total principal outstanding on
these notes was $1,636,360.

As of Sept. 7, 2012, the principal amount of the Notes is
$1,671,560.  From Aug. 10, 2012 until September, 2012, a total of
$79,200 in principal had been converted into 47,316,174 shares of
common stock and a note was sold for $114,400.  Since the issuance
of the Original Note and the addtional closing, a total of
$445,500 in principal has been converted into 187,765,997 shares
of common stock.  The Note holders are accredited investors and
the shares of common stock were issued in reliance on Section
3(a)(9) under the Securities Act of 1933, as amended.

As of Sept. 7, 2012, the Company had 368,296,469 shares of common
stock outstanding.

                      About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.05 million
in total assets, $6.91 million in total liabilities and $140,006
in total stockholders' equity.


CPG INTERNATIONAL: S&P Affirms B CCR; Outlook Revised to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Scranton, Penn.-based CPG International Inc. (CPG) to negative
from stable. "At the same time, we affirmed the ratings on CPG,
including the 'B' corporate credit rating. At the same time, we
assigned a 'B' issue-level rating to CPG's proposed $355 million
first-lien term loan. The recovery rating on the loan is '4',
which indicates our expectation for average (30% to 50%) recovery
in the event of a payment default," S&P said.

"The company will use proceeds from the proposed term loan, along
with additional debt and equity proceeds, to fund the recently
announced acquisition of competitor TimberTech, a subsidiary of
The Crane Group Cos. (not rated). Terms of the acquisition were
not announced publicly," S&P said.

"We revised the outlook to negative because we expect leverage
will rise above 5x EBITDA and, to a lesser extent, to acknowledge
the risks relating to integrating a relatively large acquisition,"
said credit analyst James Fielding. "The affirmation acknowledges
CPG's 'adequate' liquidity profile and our expectation that CPG
will continue to generate positive free cash flow, which would
give the company the flexibility to bring leverage back down over
time."

"The negative outlook reflects the leveraged nature of the
proposed acquisition and, to a lesser extent, risks associated
with integrating TimberTech. We would lower our rating one notch
if leverage continues to climb and is sustained above 6x EBITDA.
This could occur if resin prices increase 20% or more and CPG is
unable to raise its prices because of a more competitive sales
Environment," S&P said.


CPI CORP: Amends "Westfield Settlement Report" to Correct Dates
---------------------------------------------------------------
CPI Corp. filed an amendment to its Form 8-K, which was originally
filed with the Securities and Exchange Commission on Sept. 6,
2012, for the sole purpose of correcting erroneous dates included
in the original filing.

During the second quarter of fiscal 2012, CPI Corp. discontinued
its Portrait Gallery from Bella Pictures operations.  The Company
had previously entered into leases for 19 retail stores at certain
shopping centers owned and managed by Westfield, LLC.  On Aug. 30,
2012, the Company entered into a Settlement Agreement and General
Release with Westfield.  Under the Agreement, the Company will pay
Westfield the sum of $500,000, in five equal installments on or
before Oct. 15, 2012, Dec. 15, 2012, Jan. 15, 2013, Feb. 15, 2013,
and March 15, 2013, as consideration and final settlement of the
leases.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $56.86 million for the fiscal
year ended Feb. 4, 2012, compared with net income of $11.90
million for the fiscal year ended Feb. 5, 2011.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at July 21, 2012, showed
$61.04 million in total assets, $159.63 million in total
liabilities, and a $98.59 million total stockholders' deficit.

                         Bankruptcy Warning

"Management is implementing plans to improve liquidity through
improvements to results from operations, store closures, cost
reductions and operational alternatives," the Company said in its
quarterly report for the period ended July 21, 2012.  "However,
there can be no assurance that we will be successful with our
plans or that our future results of operations will improve.  If
sales trends do not improve, our available liquidity from cash
flows from operations will be materially adversely affected.
There can be no assurance that we will be able to improve cash
flows from operations, or that we will be able to comply with the
terms of the Second Amendment.  Therefore, there can be no
guarantee that our existing sources of cash and our future cash
flows from operations will be adequate to meet our liquidity
requirements, including cash requirements that are due under the
Credit Agreement and that are needed to fund our business
operations.  If we are unable to address our liquidity shortfall
or comply with the terms of our Credit Agreement, as amended, then
our business and operating results would be materially adversely
affected, and the Company may then need to curtail its business
operations, reorganize its capital structure, or liquidate."

The Company further stated that should it not be able to sell its
business by Dec. 31, 2012, it could be forced to seek additional
financing, which may not be available, curtail its business
operations or reorganize its capital structure, or be forced into
bankruptcy.


DAYTOP VILLAGE: Garfunkel Wild Approved as Healthcare Counsel
-------------------------------------------------------------
Daytop Village Foundation Incorporated and Daytop Village Inc.
sought and obtained approval from the Bankruptcy Court for
authority to employ Garfunkel Wild, P.C., as special healthcare
counsel to the Debtors, effective as of July 17, 2012.

The Debtors said the retention of Garfunkel Wild is essential to
the operation of their business and the effective and efficient
administration of the Chapter 11 cases, particularly in light of
the numerous healthcare and regulatory issues with which the
Debtors are currently faced.

Garfunkel Wild will, inter alia:

   a. provide regulatory advice to the Debtors and consult with
      the Debtors on healthcare and other non-bankruptcy related
      matters;

   b. provide continuing legal advice in connection with health
      care, regulatory, and other non-bankruptcy related issues;

   c. provide advice to the Debtors on matters relating to the
      patient care ombudsman;

   d. assist in providing non-bankruptcy, real estate, corporate
      and commercial assistance as may relate to the sale, lease
      or other disposition of assets of the estates, as such
      disposition relates to healthcare or regulatory issues;

   e. perform other non-bankruptcy related legal services and
      assistance desirable and necessary to the efficient and
      economic administration of these estates.

The Debtors and Garfunkel Wild have agreed that the firm will be
paid its customary hourly rates for services rendered, and that it
will be reimbursed according to Garfunkel Wild's customary
reimbursement policies.  Garfunkel Wild's hourly rates for
partners currently range from $400 to $510.  The hourly billing
rates of Garfunkel Wild's senior attorneys, associates and
paralegals currently range from approximately $170 to $400.

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

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DAYTOP VILLAGE: Massey Knakal Approved as Real Estate Broker
------------------------------------------------------------
Daytop Village Foundation Incorporated and Daytop Village Inc.
sought and obtained approval from the Bankruptcy Court to employ
of Massey Knakal Realty of Manhattan LLC as real estate broker,
effective as of July 30, 2012.

Daytop Village has determined in its business judgment that it
requires the assistance of an experienced real estate broker to
assist with their marketing and disposition of its properties.
MKR has extensive experience selling real estate in the New York
area, and the knowledge of the market and depth of experience that
MKR possesses will be invaluable to DVF's efforts to obtain the
greatest possible value for the properties.

MKR will (i) prepare and widely circulate marketing/sales
materials to other brokers and prospective buyers or investors of
the properties; (ii) promptly and widely list the subject
properties for sale within the real estate brokerage community;
and (iii) promptly disclose any information regarding prospective
interest in the properties to DVF.

MKR will be compensated by commission in connection with a sale of
each property at a commission ranging from 1.5% to 5%.  To the
extent MKR is successful in procuring the sale of three or more of
the properties, the commission payable to MKR will range from 1%
to 4.5%.

The commission will be earned and payable only upon and at the
transfer of title for any of the properties, and will be payable
solely from the proceeds of the sale.  No commission or other
compensation will be deemed earned or payable to MKR unless and
until a sale contract satisfactory to DVF is executed, approved by
the Court, the sale closes, and the purchaser pays the full
purchase price for any of the Properties.

                       About Daytop Village

Daytop Village Foundation Incorporated, along with affiliate
Daytop Village Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 12-11436) on April 5, 2012, in Manhattan.

In 1963, Father William O'Brien and Dr. Alexander Bassin founded
the Daytop Lodge, a substance abuse treatment facility, in Staten
Island.  Today, Daytop is the third largest substance abuse agency
operating in the State of New York and the only substance abuse
agency operating world-wide under a contract with the Unites
States State Department.  It provides family-oriented substance
abuse treatment for adults and adolescents. Through six
residential facilities and eight outreach clinics in New York,
Daytop offers individual treatment plans by providing professional
counseling, medical, social and spiritual attention.

Judge Shelley C. Chapman presides over the Chapter 11 cases.
Lowenstein Sandler PC is the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  The Debtors'
Restructuring and Management Officer is Marotta Gund Budd Dezera
LLC.  The petition was signed by Michael Dailey, chief executive
officer.

Daytop Village Inc., as of Jan. 31, 2012 has $8.68 million in
assets and $45.03 million of liabilities.  DVF has $42.20 million
in assets and $32.00 million in liabilities as of Jan. 31, 2012.

Island Funding II, the DIP lender, is represented by Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP.  Counsel to the
prepetition lender Signature Bank is Stephen D. Brodie, Esq., at
Herrick Feinstein LLP; and Joshua I. Divack, Esq., at Hahn &
Hessen LLP.  Counsel to the prepetition lender Hudson Valley Bank
is James P. Blose, Esq., at Griffin Coogan Blose & Sulzer P.C.

The Official Committee of Unsecured Creditors was formed April 17,
2012.  Bendinger & Schlesinger, Inc., is the chair of the
Committee.  Alvarez & Marsal Healthcare Industry Group LLC is the
Committee's financial advisor.  Robinson Brog Leinwand Greene
Genovese & Gluck P.C. is the Committee's counsel.

Eric M. Huebscher was appointed Patient Care Ombudsman in the
case.


DCP LLC: Moody's Reviews 'B2' CFR, 'B1' PDR for Downgrade
---------------------------------------------------------
Moody's Investors Service placed dcp LLC's rating on review for
downgrade following the signing of a definitive agreement to sell
the company to Guggenheim Partners, Mandalay Entertainment and
Mosaic Media Investment Partners.

Ratings Rationale

The review will focus on the level of debt leverage, interest
coverage, and liquidity post the closing of the transaction. If
the transaction results in a material increase in debt without a
corresponding improvement in EBITDA or the interest coverage or
liquidity should deteriorate, the ratings could be downgraded.

Under terms of the indenture, the secured notes contain a put
option that would allow investors the option to accelerate
repayment in the event of a change of control at 101. The notes
can be called by the issuer but are subject to a make whole
premium, which greatly exceeds the change of control put premium,
until August 15, 2013. If all the notes are put or called, the
existing ratings will be withdrawn. Incurrence of additional debt
is limited by a Consolidated Total Debt Ratio at 5x with some
allowed carve outs.

dcp's B2 Corporate Family Rating (CFR) is reflective of the
company's modest scale and its reliance on four annual events (The
Golden Globes, American Music Awards, Academy of Country Music
Awards, and Dick Clark's New Year's Rockin' Eve) and one FOX
primetime reality dance competition (So You Think You Can Dance)
for the most of its cash flow. Also considered is the company's
current high debt-to-EBITDA leverage (estimated at 5.9x
incorporating Moody's standard adjustments for lease expenses),
limited revenue scale, Golden Globe's litigation, and modest free
cash flow generation.

The rating is supported by dcp's four core events that Moody's
believes will continue to attract large audiences, contribute to
the company's above average margins and are anticipated to be
largely contractual with broadcast network counterparties. While a
majority of dcp's cash flow is expected to be generated by its
four core events, the company's revenue stream is relatively
predictable as license agreements are typically long term in
nature. Moody's anticipates that as its long-term licensing
contracts expire for its important award shows, new ones will be
negotiated which will result in increased fees. The non-renewal or
a reduction of one of dcp's contracts could materially impact
operating performance, as would the cancellation of its reality
dance competition (which is in its ninth season) without an
adequate replacement program. However, the company has increased
its efforts to develop new alternative revenue streams that could
help mitigate the impact of a loss or material decline in any one
of its five main shows. The company has only a 50% economic
interest in three of the shows and 100% of the other two shows.

The following ratings are under review:

Corporate Family Rating -- B2

Probability-of-Default Rating -- B1

Senior Secured Notes -- B2 (LGD 4, 65%)

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

dcp LLC dba dick clark productions, Inc., is a private corporation
with its headquarters in Santa Monica, California, develops and
produces television programming for television networks, first-run
domestic syndicators, cable networks and advertisers, primarily in
the United States. Revenue for the twelve months ended March 31,
2012 was $96 million.


DEEP PHOTONICS: Wants to Hire Carl Welander as Accountant
---------------------------------------------------------
Deep Photonics Corporation asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Carl Welander as
accountant.

The professional services Carl Welander include preparing and
reviewing Debtor's tax returns, reviewing and preparing Debtor's
financial statements, and providing Debtor with other tax and
accounting advice that may be necessary or appropriate in the
bankruptcy case.

The hourly rates of the firm's personnel are:

         Carl Welander, accountant             $150
         Mary Giles, accountant                 $57
         Cindy Swenson, accounting admin.       $25

Carl Welander has a prepetition claim against the Debtor in the
amount of $485.  Carl Welander has agreed to waive the claim to be
retained as the Debtor's accountant in the bankruptcy case.

To the best of Debtor's knowledge, the associates of Carl Welander
no interest materially adverse to the interest of the estate or of
any class of creditors or equity security holders

                       About Deep Photonics

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

The U.S. Trustee has not appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.  The U.S. Trustee reserves the
right to appoint such a committee should interest developed among
the creditors.


DELTA ENVIRONMENTAL: Wants to Convert Case to Chapter 7 Proceeding
------------------------------------------------------------------
Corey Clairday at Poinsett County Democrat Tribune reports that
Delta Environmental has decided to convert it Chapter 11 case to
Chapter 7 liquidation proceeding because the Company was unable to
get financing.

According to the report, the city of Lepanto has been discussing
ending their contract with Delta Environmental for months now.
Owner Glen Eaton and Senior VP Bob Cordrick met with the council
last month to discuss issues, talking about improvements they
planned to implement, such as adding sprayers to trucks to clean
spills.

The report relates the city would not have been able to get out of
their contract until the end of the year but was trying to get out
by an earlier date.  When city attorney Noyl Houston questioned
whether or not a tentative agreement had been reached to terminate
the city's contract by October 31, Mr. Eaton said he had only
authorized his attorney to terminate Tyronza's contract by that
date, not Lepanto's.


DEMCO INC: Meeting of Creditors Scheduled for Sept. 14
------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in DEMCO, Inc.'s Chapter 11 case on Sept. 14, 2012, at 10 a.m.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

The deadline to file a complaint to determine dischargeability of
certain debts is set for Nov. 13, 2012.

                         About DEMCO, Inc.

West Seneca, New York-based DEMCO, Inc., aka Decommissioning &
Environmental Management Company filed for Chapter 11 protection
(Bankr. W.D. N.Y. Case No. 12-12465) on Aug. 6, 2012.  Bankruptcy
Judge Michael J. Kaplan presides over the case.  Daniel F. Brown,
Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown,
LLP represent the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.  The
petition was signed by Michael J. Morin, controller.


DEMCO INC: U.S. Trustee Appoints Three-Member Creditors' Panel
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Demco, Inc.

The Committee comprises:

      1. CTC Demolition Co., Inc.
         Attn: Jerome Farley
         10 Strassberg Street
         Trenton, NJ 08690
         Tel: (609) 610-5844

      2. LVI Services Inc.
         Attn: Gregory DiCarlo
         35 Corporate Drive, Suite 1155
         Trumbull, Connecticut 06611
         Tel: (203) 222-0584

      3. Cambria Contracting Inc.
         Attn: David Wendt
         5105 Lockport Road
         Lockport, New York 14094
         Tel: (716) 625-6690

                         About DEMCO, Inc.

West Seneca, New York-based DEMCO, Inc., aka Decommissioning &
Environmental Management Company filed for Chapter 11 protection
(Bankr. W.D. N.Y. Case No. 12-12465) on Aug. 6, 2012.  Bankruptcy
Judge Michael J. Kaplan presides over the case.  Daniel F. Brown,
Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown,
LLP represent the Debtor in its restructuring effort.  The Debtor
estimated assets and debts at $10 million to $50 million.  The
petition was signed by Michael J. Morin, controller.


DIGITAL DOMAIN: Needs Cash Quickly to Avoid Creditor Protection
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc., a provider of visual
effects for the movie industry, said on Sept. 7 that it must
"quickly access additional sources of liquidity" to avoid the need
for "protection from its creditors."

According to the report, the warning was issued in a statement
where the company said its closing operations in Port St. Lucie,
Florida, while continuing at facilities in California, Florida,
and West Palm Beach, Florida.  Earlier last week, the company
announced a forbearance agreement with holders of the $35 million
in senior secured notes that went into default in August.  The
noteholders agreed not to take action without first giving two
days' notice.

The report relates that the Port St. Lucie, Florida-based company
said it's evaluating "alternatives," including a refinancing
proposal from an institutional investor.  There is also
possibility of an equity investment from a customer, the company
said.  The company reported a $40.2 million operating loss and a
$50.7 million net loss in the first half of 2012 on total revenue
of $64.9 million.  In 2011, there was a $75.1 million operating
loss on total revenue of $98.6 million.

The Bloomberg report discloses that the balance sheet was upside
down on June 30, with assets of $205 million and liabilities
totaling $214.9 million.  Before trading was halted, the stock
traded on the morning of Sept. 7 for 93.14 cents on the EDGX
Exchange.  Once trading resumed, the stock closed on Sept. 7 at
60 cents, a 39% decline.


DRILL RIGS: Moody's Rates US$750MM Senior Secured Notes '(P)B2'
---------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to the new
USD750 million senior secured notes to be issued by Drill Rigs
Holdings Inc., a subsidiary of Ocean Rig UDW Inc. Moody's also
upgraded the group's probability of default rating (PDR) to B2,
in-line with the B2 corporate family rating (CFR), as well as the
rating on the USD500 million senior unsecured notes to Caa1. The
outlook was revised from negative to stable.

Moody's issues provisional ratings in advance of the final sale of
securities. Upon closing of the transaction and a conclusive
review of the final documentation, Moody's will endeavour to
assign definitive ratings. A definitive rating may differ from a
provisional rating.

Ratings Rationale

The rating actions follow the announcement by Ocean Rig of a
planned debt refinancing. This comprises the issuance of the new
notes to fully repay the USD488 million outstanding on the
existing USD1.04 billion senior secured credit facility maturing
in September 2013. Excess cash from the refinancing will be used
for financing offshore drilling rigs.

The affirmation of the CFR at B2, reflects the improvements in
Ocean Rig's business profile, a continued strong ultra-deepwater
market and improved liquidity post the refinancing, mitigated by
very high current adjusted gross leverage of nearly 7.0x and
higher than Moody's expectations. Over the last year, the company
has announced numerous medium-term contract and letter of intent
awards on its existing rigs and two of those under construction.
This has resulted in all of the operational rigs apart from the
Eirik Raude and one of the rigs under construction being
contracted out through 2014, leading to a contract backlog of
USD4.8 billion compared to USD1.8 billion at the time of the
initial rating.

The PDR has been upgraded one notch to B2, in-line with the CFR,
to account for the removal in April from Ocean Rig's credit
facilities of cross default clauses with DryShips Inc (unrated but
which was constraining the PDR), and an expected family recovery
rate of 50% as is typical for structures with both bank and bond
debt.

The (P)B2 rating on the new secured notes reflects that they will
be secured by first liens on the Leiv Eiriksson and Eirik Raude
and all other assets of Drill Rigs. However, the instrument rating
is in-line with the CFR as access to funds from enforcement on the
other seven rigs can only be gained through the parent guarantee
from Ocean Rig, ranking the claims of the new notes on those rigs
equal with the other credit facilities in relation to rigs that
they do not have first lien security on and the unsecured bonds.
The upgrade of the USD500 million unsecured bonds to Caa1 is in-
line with Moody's loss-given default approach given the new
capital structure and a PDR of B2. The new notes have standard
high-yield incurrence covenants including those on restricted
payments, debt incurrence and liens but no financial covenants.

In H1 2012, revenue increased 81% year-on-year (YoY) as the two
new drillships became operational. However, profitability was
impacted by the transition of all the rigs, apart from the
Poseidon, to new contracts that resulted in costs associated with
idle times, acceptance testing, mobilisation and BOP upgrades as
well as higher than expected operating costs on the Leiv
Eiriksson, Corcovado and Mykonos. In consequence, adjusted gross
leverage for the last-twelve months to 30 June 2012 is nearly
7.0x, higher than Moody's expected, and very high given the
capital intensive, highly cyclical nature of the offshore contract
drilling sector. Moody's expects this to fall towards 6.0x by year
end 2012 as most rigs will be operating on the same contract
throughout this time. However, the company is unlikely to
deleverage in 2013 as it intends to draw down on a USD1.35 billion
loan facility, that is currently in the process of syndication, to
finance the delivery payments of the three rigs under
construction.

Moody's views Ocean Rig's liquidity as adequate for its short-term
needs assuming the completion of the new notes issuance as
outlined. This will both address next year's bank debt maturity
and provide about an additional USD250 million in cash to the
USD191 million already on the balance sheet as of H1 2012.
Following the proposed refinancing, absent the USD177 million in
yearly amortisation payments, the next debt maturities are not
until 2016. Moody's assumes positive free cash flow in 2013,
absent the USD1.3 billion in delivery payments for the new rigs,
which Moody's expects to be financed with the loan currently under
syndication.

The stable outlook reflects Moody's view that the completion of
the proposed financing will remove near-term liquidity risks,
supported by the company's contract backlog and a positive
operating environment outlook.

The company's high leverage dampens the prospect of an early
upgrade to the CFR. However, the CFR could face positive pressure
if inter alia, the construction of the new rigs are completed on
time and to budget, and adjusted gross debt to EBITDA is
materially and sustainably below 4x. Conversely, the CFR could
face downward pressure if adjusted gross debt to EBITDA stays
above 6x on a sustained basis or if the conditions for a stable
outlook are not met.

The principal methodology used in rating Ocean Rig UDW Inc and
Drill Rigs Holdings Inc was the Global Oilfield Services Rating
Industry Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


DVORKIN HOLDINGS: Taps SBCGD as Bankruptcy Counsel
--------------------------------------------------
Dvorkin Holdings, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to employ Michael
Davis, Esq., and the members and associates of the law firm of
Springer, Brown, Covey, Gaertner and Davis, LLC, as its attorneys.

Springer Brown will:

   1. consult with the Debtor concerning its powers and duties as
      debtor in possession, the continued operation of its
      business and the Debtor's management of the financial and
      legal affairs of its estate;

   2. consult with the Debtor and with other professionals
      concerning the negotiation, formulation, preparation, and
      prosecution of a Chapter 11 plan and
      disclosure statement;

   3. confer and negotiate with the Debtor's creditors, other
      parties in interest, and their respective attorneys and
      other professionals concerning the Debtor's financial
      affairs and property, Chapter 11 plans, claims, liens, and
      other aspects of the case;

   4. appear in court on behalf of the Debtor when required, and
      will prepare, file and serve such applications, motions,
      complaints, notices, orders, reports, and other documents
      and pleadings as may be necessary in connection with this
      case; and

   5. provide the Debtor other services as it may request and
      which may be necessary in the circumstances.

The individuals presently designated to represent the debtor in
possession and their hourly rates are:

     Michael J. Davis, Esq.       $375
     Thomas E. Springer, Esq.     $375
     Elizabeth A. Bates, Esq.     $375
     Joshua D. Greene, Exq.       $285

Springer Brown has received a retainer in the sum of $50,000 for
services in connection with the Debtor's Chapter 11 case prior to
the filing of the case.

To the best of the Debtor's knowledge, information and belief, the
attorneys at Springer Brown are disinterested persons within the
meaning of 11 U.S.C. Section 101(14) of the Bankruptcy Code.

Dvorkin Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7.  The
Debtor estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  The petition was signed by Loran Eatman, vice president of
DH-EK Management Corp.


DVORKIN HOLDINGS: U.S. Trustee Wants to Oust Management
-------------------------------------------------------
Patrick S. Layng, the United States Trustee for the Northern
District of Illinois asks the U.S. Bankruptcy Court for the
Northern District of Illinois to enter an order directing the
appointment of a Chapter 11 trustee in the case of Dvorkin
Holdings, LLC, citing as cause the gross mismanagement of the
Debtor's affairs.  Specifically, the UST cited that:

  -- there is a probability that creditors have lost
     confidence in Holdings' management;

  -- Holdings' corporate structure and its intercompany
     liabilities themselves call into question Holdings' ability
     to fulfill its fiduciary duty to creditors;

  -- there is a need for an independent third party to analyze
     Holdings' prepetition financial dealings.  This will
     determine whether or not any fraudulent transfers or
     preferences exist.

The U.S. Trustee believes that Holdings, through its subsidiaries
or related entities, is primarily involved in commercial real
estate investment and management.  Holdings lists ownership
interests in 40 partnerships and joint ventures, all of which are
limited liability companies in its amended Schedule B.  According
to its amended Schedule H, Holdings is a codebtor or guarantor of
the debt for 44 entities, most of which are also Nondebtor LLCs.

According to the UST, in addition to the Dvorkin family's
ownership in Holdings, public records indicate Mrs. Dvorkin
occupies a significant management position in DH-EK Management
Corp.  According to the Illinois Secretary of State's website,
Mrs. Dvorkin is the president of DH-EK, the company which employs
Mr. Eaton and operates Holdings.  The Secretary of State's website
also indicates that Daniel Dvorkin serves as registered agent for
both DH-EK and Holdings.  Upon information and belief, Daniel
Dvorkin played an important role in managing Holdings' business
affairs prior to the commencement of the Debtor's case.

The UST says Daniel Dvorkin is currently under indictment for his
alleged involvement in a murder for hire plot.  It appears that
the alleged intended victim, who lives in Texas, was involved in a
DuPage County lawsuit which resulted in a multimillion dollar
judgment, according to Debtor's counsel, against Holdings and
Daniel Dvorkin himself in February of this year.  The Northern
District of Illinois docket in case number 12 CR 00500, USA V.
Dvorkin, indicates Daniel Dvorkin and Mrs. Dvorkin entered into a
forfeiture agreement in which they pledged a parcel of real
property in Lombard, Illinois in consideration of a $1,000,000
bond for Daniel Dvorkin.  Holdings' counsel informed the UST that
Mrs. Dvorkin terminated Daniel Dvorkin's relationship with
Holdings approximately two weeks after his arrest, and then put
Mr. Eatman in control of Holdings shortly before Holdings filed
this case.

Dvorkin Holdings, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012.  The Debtor
estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, serves as counsel.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.


DVORKIN HOLDINGS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Dvorkin Holdings, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division on Aug. 21,
2012, its schedules of assets and liabilities, disclosing:

       Name of Schedule            Assets      Total Liabilities
       ----------------         ------------   -----------------
   A - Real Property                $650,000
   B - Personal Property         $69,244,843
   C - Property Claimed
         as Exempt
   D - Creditors Holding
         Secured Claims                               $1,020,000
   E - Creditors Holding
         Unsecured Priority
         Claims                                               $0
   F - Creditors Holding
         Unsecured Nonpriority
         Claims                                       $8,276,750
                                ------------   -----------------
                                 $69,894,843          $9,296,750

A copy of the SAL is available for free at:

           http://bankrupt.com/misc/dvorkin.doc21.pdf

Dvorkin Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7.  The
Debtor estimated assets of at least $10 million and debts of up to
$10 million.  Bankruptcy Judge Jack B. Schmetterer oversees the
case.  Michael J. Davis, Esq., at Springer, Brown, Covey, Gaetner
& Davis, in Wheaton, Illinois, serves as counsel.  The petition
was signed by Loran Eatman, vice president of DH-EK Management
Corp.




ELPIDA MEMORY: Bondholders Cleared to Question over U.S. Assets
---------------------------------------------------------------
U.S. Bankruptcy Judge Christopher S. Sontchi on Thursday cleared a
group of Elpida Memory Inc.'s U.S. bondholders to depose a company
representative in support of their challenge to the planned $2.5
billion sale of the Japanese chipmaker to Micron Technology Inc.

Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
bondholders are positioning themselves to take action in the U.S.
if they don't like the ultimate price on the Japanese chip maker's
proposed sale to Micron Technology.

At a court hearing in Wilmington, Judge Sontchi denied Elpida's
motion to quash the deposition, rejecting the company's argument
that third parties can't be granted discovery in a Chapter 15
case, according to Bankruptcy Law360.

                        About Elpida Memory

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

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

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


FLETCHER GRANITE: Court Approves Additional Work for Yoshida
------------------------------------------------------------
FGC Liquidation, LLC, formerly known as Fletcher Granite Company,
LLC, obtained approval of an amended application to employ Yoshida
& Sokolski, P.C. as tax return preparer.  The Debtors filed an
amended application to seek authorization for YSPC to prepare the
Debtors' 2011 tax returns and to perform ancillary tasks related
thereto for a flat fee of $4,500.

In the original application, the Debtor sought approval to hire
YSPC's employment to prepare the Debtors' 2008 and 2009 tax
returns.

David R. Yoshida, a member of the firm, attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for buildings,
bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FLETCHER INTERNATIONAL: Fund Being Taken Over by Trustee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a master fund named Fletcher International Ltd. will
be taken over by a Chapter 11 trustee as the result of a hearing
held last week in U.S. Bankruptcy Court in Manhattan.

According to the report, creditors and the U.S. Trustee sought the
trustee, contending the company was in the middle of an
unnecessary fight for control between investors and the fund's
manager.  The fund manager, Fletcher Asset Management Inc.,
contended creditors would be best served by appointment of an
examiner to perform an investigation. U.S. Bankruptcy Judge Robert
E. Gerber disagreed and called for a trustee to take over.

The report relates that there is also a dispute over whether
investors in a feeder fund can force the master fund into an
involuntary liquidation in Bermuda, where the master fund is
incorporated.  Fletcher International filed a lawsuit in
bankruptcy court to stop the involuntary bankruptcy in Bermuda.

The report notes that U.S. Bankruptcy Judge Robert E. Gerber
signed a temporary injunction stopping liquidators appointed in
the Cayman Islands from proceeding with proceedings in Bermuda.

The Bloomberg report discloses that Judge Gerber will hold another
hearing to decide whether the injunction should be extended beyond
Sept. 25.

The lawsuit to halt the Bermuda liquidation is Fletcher
International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in
the same court.

                   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.


FORT LAUDERDALE: Gets Interim OK for Genovese Joblove as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to Fort Lauderdale BoatClub, Ltd.'s case docket, entered
an interim order authorizing the Debtor to employ Barry P. Gruher
and the Law Firm of Genovese Joblove & Battista, P.A. as counsel.

Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully
developed and operational marina facility formerly known as
Jackson Marine Center in Fort Lauderdale.  The marina, which has a
12-acre prime intracoastal waterway real estate, is being leased
to G. Robert Toney & Associates Inc. doing business as National
Liquidators, for $75,000 per month (reduced from the previous rate
$160,000 per month).

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 12-28776) on Aug. 2, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the cases.  Barry P. Gruher, Esq., at Genovese
Joblove & Battista, P.A., represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$13,483,209 and liabilities of $10,340,756.  The petition was
signed by Edward J. Ruff, president.

The first meeting of creditors in the Debtor's Chapter 11 case was
scheduled for Sept. 10.


FOXCO ACQUISITION: Moody's Rates 1st Lien Sr. Sec. Revolver 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings and LGD3 -- 49%
assessments each to FoxCo Acquisition Sub, LLC's ("FoxCo")
proposed $20 million 1st lien senior secured revolver and $715
million 1st lien term loan B. Proceeds from the proposed debt
facilities will be used to refinance the existing 1st lien senior
secured revolver, 1st lien senior secured term loan, and 13.375%
senior notes as well as to fund a special dividend of
approximately $153 million. Moody's also affirmed the B2 Corporate
Family Rating (CFR) and B2 Probability of Default Rating (PDR).
The rating outlook is stable.

Assigned:

  Issuer: FoxCo Acquisition Sub, LLC

  $20 million 1st Lien Sr Secured Revolver due January 2017:
  Assigned B2, LGD3 -- 49%

  $715 million 1st Lien Sr Secured Term Loan B due July 2017:
  Assigned B2, LGD3 -- 49%

Affirmed:

  Issuer: FoxCo Acquisition Sub, LLC

    Corporate Family Rating: Affirmed B2

    Probability of Default Rating: Affirmed B2 (reflects new term
    loan being covenant lite, as proposed)

Outlook Actions:

  Issuer: FoxCo Acquisition Sub, LLC

Outlook is Stable

To be withdrawn upon closing of the proposed transaction:

  Issuer: FoxCo Acquisition Sub, LLC

   $50 million 1st lien sr secured revolver due July 2014: B1,
   LGD3 -- 33%

   $515 million 1st lien sr secured term loan B due July 2015
   ($339.4 million outstanding): B1, LGD3 -- 33% (assumes
   complete refinancing with new term loan)

   13.375% sr notes due July 15, 2016 ($200 million outstanding):
   Caa1, LGD5 -- 86%

Ratings Rationale

FoxCo's B2 corporate family rating reflects moderately high
leverage with a 2-year average debt-to-EBITDA ratio of 5.6x
estimated for September 30, 2012 (including Moody's standard
adjustments) and pro forma for the proposed dividend. Moody's
expects the 2-year average debt-to-EBITDA ratio to improve to less
than 5.2x by FYE2012 reflecting strong demand for political
advertising in October and early November. The refinancing extends
the earliest maturity 2 years to 2017 and eliminates the high
coupon senior notes (13.375% coupon). As a result, the transaction
reduces annual interest expense, despite the increase in funded
debt balances to $715 million from $539 million. In addition, all
debt is pre-payable which Moody's believes is helpful in providing
Oak Hill flexibility in exercising strategic options. Meaningful
leverage reduction compared to the 2-year average debt-to-EBITDA
ratio of 7.3x reported for 2010 was achieved through improved
operating performance over the last two years in addition to debt
prepayments. FoxCo grew EBITDA for FYE 2011 to more than $110
million (including Moody's standard adjustments) meaningfully
higher than EBITDA of $72 million reported in FY2009, reflecting
an improving economy and a recovery in advertising demand,
especially for auto and retail sectors. Moody's notes that
management achieved revenues of $333 million for FY2011 matching
revenues for FY2010 despite the absence of significant political
ad sales. With a focus on local markets, management was able to
offset the expected loss of political revenues in FY2011 by
growing core ad revenues and negotiating higher retransmission
fees.

Looking forward, Moody's expects the company to generate at least
14% revenue growth in 2012 given stronger than expected demand for
political advertising. Beyond 2012, FoxCo will benefit from
meaningful increases in retransmission revenues and related cash
flow partially offsetting the absence of significant political
revenues in 2013. Lack of national scale, a station portfolio with
mostly Fox affiliates, and the potential for additional dividends
constrain ratings. FoxCo faces increased competition for
advertising dollars due to ongoing media fragmentation. Ratings
are supported by good EBITDA margins enhanced by cost savings from
its operating agreement with Local TV and its management contract
with Tribune Company. Cash balances of a minimum $10 million over
the rating horizon plus a minimum of 10% free cash flow-to-debt
ratios provide good liquidity.

The stable outlook reflects Moody's view that FoxCo will grow core
advertising revenues as well as retransmission fees, net of
retrans sharing or reverse compensation, and apply excess cash to
reduce debt balances resulting in two year debt-to-EBITDA ratios
improving from the initial 5.6x level (including Moody's standard
adjustments) estimated for the proposed refinancing and dividend.
The outlook also incorporates Moody's expectations that the
company will maintain good liquidity and generate at least high
single - digit percentages of free cash flow-to-debt ratios in the
absence of subsequent dividends. Ratings could be downgraded if
the company is not able to grow core revenues due to weak ad
demand in key markets, reflecting economic weakness or lack of
competitive Fox programming, and resulting in two-year debt-to-
EBITDA ratios (including Moody's standard adjustments) increasing
above 5.75x. Weakened liquidity, including low single-digit free
cash flow, could also lead to a downgrade. Ownership by a
financial sponsor and potential for additional dividends constrain
ratings; however, ratings could be upgraded if management provides
assurances they would operate the company consistent with the
higher rating and if revenue growth and debt repayments result in
trailing two-year debt-to-EBITDA ratios being sustained
comfortably below 4.50x. FoxCo would also need to maintain good
liquidity including expectations for high single-digit free cash
flow-to-debt ratios.

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

Formed in July 2008 through the acquisition of eight stations from
Fox Television Stations, Inc., FoxCo Acquisition Sub, LLC owns or
operates 10 stations in DMA's ranked #17 to #57, including seven
owned Fox affiliates and one owned CBS affiliate, plus two
stations operated under Local Marketing Agreements with Tribune
Broadcasting. Local TV Holdings, LLC, which is 95% owned by
affiliates of Oak Hill Capital Partners, serves as FoxCo's parent
company. The company maintains headquarters in Fort Wright,
Kentucky and net revenue for the 12 months ended June 30, 2012
totaled $351 million.


FTMI REAL ESTATE: Sec. 341(a) Meeting Scheduled for Sept. 21
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of FTMI Real
Estate, LLC, on Sept. 21, 2012, at 10:00 a.m. at 51 Southwest
First Avenue, Room 1021, Miami, Fla.  The deadline to file a
complaint to determine dischargeability of Certain Debts is
Nov. 20, 2012.  Proofs of Claim are due by Dec. 20, 2012.

                       About FTMI Real Estate

FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


FTMI REAL ESTATE: Can Employ Gamberg & Abrams as Bankr. Counsel
---------------------------------------------------------------
On Aug. 23, 2012, the U.S. Bankruptcy Court for the Southern
District of Florida granted FTMI Real Estate, LLC, interim
authority to employ Gamberg & Abrams, in Plantation, Florida as
attorneys for the Debtor, nunc pro tunc to the Petition Date.

                       About FTMI Real Estate

FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


GARDA WORLD: S&P Puts 'B+' CCR on Watch Neg on C$1.1B Mgt. Buyout
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Montreal-based Garda World Security Corp., including its 'B+'
long-term credit rating on the company, on CreditWatch with
negative implications.

"The CreditWatch placement reflects Garda's announcement  of a
management buyout of C$1.1 billion, which is backed by private
equity," said Standard & Poor's credit analyst Jatinder Mall.

"The ratings on Garda reflect Standard & Poor's view of the
company's satisfactory business risk profile and aggressive
financial risk profile. The company has high leverage, weak cash
flow protection measures, and liquidity that is potentially
constrained by the modest cushion under the secured credit
facilities' financial covenants. These weaknesses are mitigated in
part by what we consider Garda's solid market position in its core
businesses and high barriers to entry to the cash logistics
segment," S&P said.

"We will resolve the CreditWatch on Garda in the next three
months. If the transaction were to be completed as announced and
given that it will be funded by a private equity firm, the rating
will be limited to the 'B' category as per our criteria," S&P
said.

"We would likely lower the ratings on Garda if the management
buyout leads to deterioration in the company's credit metrics,"
S&P said.


GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 30.71 cents-
on-the-dollar during the week ended Friday, Sept. 7, 2012, a drop
of 0.81 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's Ca rating and Standard & Poor's CCC-
rating.  The loan is one of the biggest gainers and losers among
181 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $128.76 million of total revenues for the
three months ended July 1, 2012, compared with a net loss of $5.06
million on $134.39 million of total revenues for the three months
ended June 26, 2011.

The Company reported a net loss of $16.23 million on $248.77
million of total revenues for the six months ended July 1, 2012,
compared with a net loss of $23.25 million on $254.21 million of
total revenues for the six months ended June 26, 2011.

The Company's balance sheet at July 1, 2012, showed $487.40
million in total assets, $1.31 billion in total liabilities and a
$823.09 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GENE CHARLES: Section 341(a) Meeting Scheduled for Sept. 24
-----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of Gene Charles
Valentine Trust on Sept. 24, 2012, at 1:00 p.m. at 4th Floor
Wheeling Courthouse.  The last day to oppose discharge or
dischargeability is Nov. 23, 2012.  Proofs of claims are due by
Dec. 24, 2012.  Governmental entities are required to submit
proofs of claims by Feb. 5, 2013.

                About Gene Charles Valentine Trust

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with over 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.


GENE CHARLES: Court to Convene Oct. 2 Hearing on Dismissal Motion
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia will convene an evidentiary hearing on Oct. 2, 2012, at
9:30 a.m. in the L. Edward Friend II Bankruptcy Courtroom, located
in the U.S. Courthouse, 1125 Chapline Street, Third Floor,
Wheeling, West Virginia, to consider Gulf Coast Bank and Trust
Company's Motion to Dismiss.

As reported in the TCR on Aug. 24, 2012, Gulf Coast Bank & Trust
Co. has lodged a request in Court seeking dismissal of the Chapter
11 bankruptcy petition filed by the Gene Charles Valentine Trust,
saying the case was not filed in good faith with the intention of
reorganizing the Debtor but rather for the sole purpose of delay
as admitted in its filings before the Bankruptcy Court.

Gulf Coast purchased from the Federal Deposit Insurance
Corporation, as Receiver for Ameribank, Inc., the servicing rights
and responsibilities on a promissory note dated Oct. 4, 2005, in
the original principal amount of $3,960,000 that had been
guaranteed by, and as a result of default is now held by, the
United States Department of Agriculture Rural Development Program;
a second promissory note dated Oct. 4,2005, in the original
principal amount of $990,000; and a third promissory note dated
Sept. 25, 2006, in the original principal amount of $500,000.

The Gene Charles Valentine Trust, the Peace Point Farm Equestrian
Facility, LLC, and Mr. Gene Charles Valentine pledged as
collateral 12 tracts of real property comprising more than 600
acres of land located near Bethany, Brooke County, West Virginia,
to secure the three loans.  All of the real estate pledged as
collateral for the loans is titled in the name of the Gene Charles
Valentine Trust.

Immediately following the sale of the loans by the FDIC to Gulf
Coast on Sept. 21, 2009, the Valentine entities defaulted and have
made no payments of principal or interest since that date.  Gulf
Coast sued in the Circuit Court of Brooke County for judgment on
the notes and published notice of a deed of trust sale on the
Brooke County real property.  The Valentine Defendants filed a
counterclaim and sought injunctive relief alleging, among other
claims, that the FDIC and Gulf Coast had conspired to keep the
Valentine Defendants from purchasing its own notes at the FDIC
auction.  The FDIC was joined as a party, the case was removed to
the federal District Court for the Northern District of West
Virginia, and after the FDIC moved for its dismissal and briefs
were filed, Judge Frederick P. Stamp, Jr. issued an Order
dismissing the FDIC and most of the claims brought by the
Valentine Defendants in its Counterclaim.

Judge Stamp set the case for mediation before Magistrate Judge
Seibert, and the parties agreed to an outline of a settlement
which during mediation the Valentine Defendants represented
that they could consummate on or before the date of the deed of
trust sale which had been continued until July 19,2012.  The sale
was subsequently postponed by Gulf Coast until Aug. 9, 2012, with
the understanding that the Valentine Defendants would have
until the close of business on the day prior to the deed of trust
sale to comply with the settlement outline and the representations
that Gene Charles Valentine had made to Gulf Coast and to
Magistrate Judge Seibert.  At 4:24 p.m. on Aug. 8, 2012, counsel
for Gulf Coast received notice by e-mail that the Debtor would be
filing bankruptcy, and the Voluntary Petition was filed on Aug. 9,
approximately one hour prior to the scheduled time for the deed of
trust sale.

The bank contends the Gene Charles Valentine Trust:

     -- is not a "person" as defined under section 101(41) of the
        Bankruptcy Code and thus is not entitled to be a debtor
        under section 109(a) of the Bankruptcy Code;

     -- is not a "corporation" as defined under section 101(9) of
        the Bankruptcy Code and thus is not entitled to be a
        debtor under section 109(a) of the Bankruptcy Code;

     -- is not a "business trust" as defined by recognized
        precedent in the Northern District of West Virginia,
        as described by the terms of the Declaration of Trust
        of the Gene Charles Valentine Trust itself, and by the
        statements made by Gene Charles Valentine himself under
        oath in various litigation pending in the United States
        District Court for the Northern District of West Virginia
        and in the Circuit Court for Brooke County, West Virginia.

                About Gene Charles Valentine Trust

A business trust created by investment advisor and broker-dealer
agent Gene Charles Valentine sought Chapter 11 bankruptcy
protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West
Virginia on Aug. 9, 2012.  The Gene Charles Valentine Trust owns
commercial and real estate properties in West Virginia, the
Financial West Group, the Peace Point Equestrian Center and the
Aspen Manor.  It estimated $10 million to $50 million in assets
and up to $10 million in liabilities.

Financial West Investment Group, Inc., doing business as Financial
West Group -- http://www.fwg.com/-- is a firm with over 340
registered representatives supervised by 44 Offices of Supervisory
Jurisdiction throughout the United States.  Financial West Group
is a FINRA, and SIPC member and SEC Registered Investment Advisor
(over $1 billion under control) that offers a full range of
financial products and services.  Its corporate office 32 member
staff is dedicated to providing registered representatives quality
service and technology to allow them to focus on best servicing
their investors needs.

Aspen Manor -- http://www.aspenmanorresort-- is a resort that
claims to be the "The Jewel of the Ohio Valley."  Along with its
architectural artistry, including hand-carved ceilings, the Manor
is filled will original art, statues, historic furniture and
artifacts.

Bankruptcy Judge Patrick M. Flatley oversees the case.  The Trust
hired Mazur Kraemer Law Inc., as bankruptcy counsel.

According to the case docket, the Trust has until Dec. 7 to file a
Chapter 11 Plan and Disclosure Statement.


GEO GROUP: S&P Gives 'BB' Rating on $100MM Incremental Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' issue rating
and '1' recovery rating to Boca Raton, Fla.-based The GEO Group
Inc.'s $100 million incremental term loan A-3 due in August 2015.
The incremental term loan A-3 was issued through the incremental
debt provision under the company's existing senior secured credit
facilities. The company used the proceeds to acquire 100% of the
partnership interests in Municipal Corrections Finance L.P. (MCF),
to repay MCF's 8.47% bonds due 2016, and to pay transaction-
related expenses. Total debt is roughly unchanged because the MCF
bonds were already included in GEO's consolidated financial
statements as a variable interest entity.

"All of our existing ratings on the private correctional and
mental health facility owner and operator, including the 'B+'
corporate credit rating, remain unchanged. Our long-term rating
outlook is stable. We estimate total debt will remain unchanged at
about $1.6 billion following the transaction," S&P said.

"The corporate credit rating on GEO reflects our view that the
company's business risk profile will remain 'fair' over at least
the next one to two years, which principally reflects the
company's dependence on a concentrated customer base from various
levels of the U.S. government. The U.S. government's budget
deficit issues heighten this risk. We believe ongoing budget
issues will restrict meaningful organic growth through at least
2013," S&P said.

"Our rating also reflects our view that the company's financial
risk profile will remain 'highly leveraged' over at least the next
one to two years. We forecast total debt to EBITDA will remain
near 5.0x, funds from operations (FFO) to total debt will remain
at about 12%, and EBITDA interest coverage will remain in the mid-
3x area through 2013. In our view, the company's financial
policies are aggressive, primarily because we believe the company
will continue to sacrifice balance sheet health in order to
benefit shareholders. After two recent and sizable acquisitions,
the company initiated a share repurchase program in July 2011 and,
in February 2012, announced its intent to begin paying a quarterly
dividend in September 2012. Since February the company has doubled
the amount of the quarterly dividend to $0.20 per share, or about
$50 million per year," S&P said.

RATINGS LIST
The GEO Group Inc.
Corporate credit rating          B+/Stable/--

Ratings Assigned
The GEO Group Inc.
Senior secured
  $100 mil. incremental
  term loan A-3 due 2015          BB
    Recovery rating               1


GLOBAL AVIATION: Labor Contract Changes Win Support
---------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that senior noteholders are urging a judge to clear Global
Aviation Holdings Inc. to revamp five union contracts, a move that
would cut the military transporter's expenses by more than
$100 million.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLYECO INC: Extends Closing Dates of ARI & Enviro-Cool Pacts
------------------------------------------------------------
GlyEco, Inc., agreed with each of Enviro-Cool, LLC, and Antifreeze
Recycling, Inc., to amend the closing dates on the preliminary
agreements they previously entered for the purpose of finalizing
the necessary financial audit, due diligence, and standard closing
conditions.

Pursuant to the amendments, the closing of the Enviro-Cool
agreement will occur on or before Oct. 31, 2012, or on such other
date as mutually agreed to by the parties.  The closing date of
the ARI preliminary agreement will occur on or before Sept. 30,
2012, or on such other date as mutually agreed to upon by the
parties.

The Company entered into a preliminary agreement with Enviro-Cool,
dated May 23, 2012, pursuant to which the Company agreed to
purchase from Enviro-Cool all of its assets and business in
consideration for an aggregate purchase price of $2,292,000,
consisting of 1,500,000 shares of the Company's unregistered
common stock, $500,000 in cash, and the assumption or repayment of
$292,000 of liabilities.  The closing of the transaction was
scheduled for on or before Aug. 31, 2012.

The Company also entered into a preliminary agreement with ARI
dated June 7, 2012, pursuant to which the Company agreed to
purchase from ARI all of its glycol-related assets in
consideration for an aggregate purchase price of $450,000,
consisting of a combination of cash and shares of the Company's
unregistered common stock, ratio to be determined with the cash
portion not to exceed $95,000.  The closing of the transaction was
scheduled for on or before Aug. 31, 2012.

                         About GlyEco, Inc.

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

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

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


GMX RESOURCES: Less Than 50% of Noteholders Accept Exchange Offer
-----------------------------------------------------------------
GMX Resources Inc. had received, as of immediately after 11:59
p.m., Eastern Time, on Sept. 6, 2012, tenders from the holders of
approximately $24.8 million in aggregate principal amount, or
approximately 48%, of its outstanding 5.00% Senior Convertible
Notes due 2013 and approximately $36.9 million in aggregate
principal amount, or approximately 43%, of its outstanding 4.50%
Senior Convertible Notes due 2015 in connection with its
previously announced exchange offers for the Convertible Notes,
which commenced on Aug. 9, 2012.  Holders tendering 2013 Notes
will receive new Senior Secured Second-Priority Notes due 2018 and
shares of the Company's common stock.  Holders tendering 2015
Notes will receive New Notes.

GMXR has extended the "Expiration Date" for the exchange offers to
5:00 p.m., Eastern Time, on Monday, Sept. 10, 2012, in order to
allow additional time for the SEC to complete the qualification of
the indenture governing the New Notes under the Trust Indenture
Act.

Based on the current amount of Convertible Notes tendered to date
and notwithstanding the Company's minimum tender condition, the
Company intends to accept all those notes that remain validly
tendered and not validly withdrawn, subject to satisfaction or
waiver of the other conditions of the exchange offers.

Any Convertible Notes not tendered and purchased pursuant to the
exchange offers will remain outstanding.

Holders who have previously validly tendered and not withdrawn
Convertible Notes do not need to re-tender their Convertible Notes
or take any other action in response to the extension of the
exchange offers.

The Company has retained Global Bondholder Services Corporation to
serve as the information agent.  Requests for documents may be
directed to Global Bondholder Services Corporation at (212) 430-
3774, or (800) 804-2200, or in writing to 65 Broadway, Suite 404,
New York, NY 10006.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

GMX Resources' balance sheet at June 30, 2012, showed $394.79
million in total assets, $462.46 million in total liabilities and
a $67.67 million total deficit.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 16, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources to 'CC' from 'CCC+'.

"The downgrade to 'CC' reflects the potential for a selective
default on GMX's 4.5% senior convertible notes due 2015 -- $86.3
million outstanding as of June 30, 2012 -- due to certain aspects
of GMX's exchange offer that would constitute a distressed
exchange under our criteria," said Standard & poor's credit
analyst Paul B. Harvey. "As part of the exchange offer for its
2013 and 2015 convertible notes, holders of the 2015 notes have
the right to exchange $1,000 principle of existing notes for $700
principle of new senior secured second-priority notes due 2018. We
view this as a distressed exchange."

Holders of the existing 2015 notes, regardless of when purchased,
would receive significantly less than the original face value that
was promised, S&P said.


GORDON PROPERTIES: Failure to Consolidate Was 'Clearly Erroneous'
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge made clearly erroneous findings
of fact in a substantive consolidation case.  Consequently, a U.S.
district judge in Alexandria, Virginia, sent the case back to the
bankruptcy judge for a new trial.

According to the report, the case involved parallel bankruptcies
of a company owning real estate and a subsidiary that managed real
estate.  The management company had virtually no assets, while the
real estate company had more than sufficient assets to pay its
debts along with all liabilities of the subsidiary, according to
the Sept. 7 opinion by U.S. District Judge Leonie M. Brinkema.  A
condominium association had a claim for more than $400,000, based
on successful lawsuits in state court.  The bankruptcy judge
refused to impose the doctrine of substantive consolidation where
the debts and assets of the two companies would be combined.

Judge Brinkema, the report adds, said that the bankruptcy judge
failed to "fully evaluate equitable considerations" and didn't
follow the rule that "courts will not be blinded by corporate
forms," according to the report.

The report relates that the dispute over substantive consolidation
was returned for a new trial in bankruptcy court because the judge
in the lower court misinterpreted a state-court ruling to mean
that the two companies were legally separate.  No creditor would
be hurt by consolidation, Judge Brinkema said, because the real
estate company had sufficient assets to pay both companies'
creditors in full.

The case is First Owners Association of Forty Six Hundred
Condominium Inc. v. Gordon Properties LLC (In re Gordon Properties
Inc.), 12-394, U.S. District Court, Eastern District of Virginia
(Alexandria).

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties LLC owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GRAYMARK HEALTHCARE: Lender Approves Acquisition of Foundation
--------------------------------------------------------------
On Aug. 31, 2012, Graymark Healthcare, Inc., and certain of its
subsidiaries entered into the Second Amendment to Amended and
Restated Loan Agreement with Arvest Bank and Oliver Company
Holdings, LLC, Roy T. Oliver, Stanton Nelson, and the Roy T.
Oliver Revocable Trust.  The Amendment amended certain provisions
of the Loan Agreement in connection with the Company's pending
acquisition of the membership interests of Foundation Surgery
Affiliates, LLC, and Foundation Surgical Hospital Affiliates, LLC,
and provided for the prepayment of certain amounts under the Loan
Agreement.  Pursuant to the Amendment, Arvest also consented to
the Foundation Transaction and waived certain conditions under the
Loan Agreement in connection with the Foundation Transaction.

The Amendment amended the Loan Agreement to provide that:

   * The Company will operate the sleep lab, surgical center and
     hospital businesses directly or indirectly through its
     subsidiaries consistent with normal industry practices and
     governing law and regulations, and will maintain all permits
     required or advisable to operate such businesses;

   * Beginning March 31, 2013, and on the last day of each quarter
     thereafter, the Company will maintain positive EBITDA, where
     EBITDA is defined as net income for the applicable period (1)
     plus the following to the extent deducted from net income (i)
     interest expense, (ii) all income tax expense, (iii)
     depreciation and amortization expense, and (iv) non-cash
     charges constituting intangible impairment charges, equity
     compensation and fixed asset impairment charges and (2) minus
     (i) any extraordinary items and (ii) one-time or non-
     recurring gains or losses associated with the sale or
     disposition of any business, asset, contract or lease;

   * None of Foundation Surgery Affiliates, Foundation Surgical
     Hospital Affiliates or any of their respective subsidiaries
     will be deemed borrowers under the Loan Agreement;

   * The Company will not make any acquisitions of or capital
     contributions to or other investments in any person or entity
     other than planned expansion of the sleep lab, surgery center
     and hospital businesses in which the Company and Foundation
     are currently engaged;

   * Beginning with the quarter commencing April 1, 2013, and
     thereafter for the term of the Arvest loan, based on the
     latest four rolling quarters, the Company will maintain a
     Debt Service Coverage Ratio of not less than 1.25 to 1; and

   * Beginning March 31, 2013, the Company will continuously
     maintain Minimum Net Worth determined on a quarterly basis.

In addition, the Amendment provides that an event of default
occurs if, on or after Jan. 1, 2013, the trading of the Company's
stock is suspended for more than 30 days or the stock is delisted
from any over-the-counter market on which it is then quoted or
traded.

In connection with the Amendment, Arvest required that the Company
prepay, or cause to be prepaid, an aggregate of $1,184,808,
representing all payments of principal and interest that would
otherwise become due under the Loan Agreement for the period
June 30, 2012, through Dec. 31, 2012, with the principal amount
thereof to be paid applied immediately to indebtedness and the
interest amount thereof to be held in a special, secured
restricted account and applied by Arvest on the dates those
interest payments become due, provided that Arvest may apply those
interest amounts to indebtedness of the Company in the event of a
default.  On Aug. 31, 2012, Mr. Roy T. Oliver made the entire
prepayment on behalf of the Company.  In exchange for making the
prepayment, Mr. Oliver received a reduction in the amount of his
existing guarantee with Arvest under the Loan Agreement and a
promissory note from the Company in the original principal amount
equal to the prepayment.  Mr. Oliver is currently the beneficial
owner of approximately 14.5% of the Company's outstanding common
stock.  Mr. Oliver also has a non-controlling interest in City
Place, LLC, the lessor under the lease of our corporate
headquarters and offices.  In addition, Stanton Nelson, the
Company's Chief Executive Officer, currently serves as Executive
Vice President of R.T. Oliver Investment Company, a privately-held
company controlled by Mr. Oliver.

A copy of the Amended Loan Agreement is available for free at:

                        http://is.gd/ptiCje

                     About Graymark Healthcare

Graymark Healthcre, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2012, showed $20.8 million
in total assets, $23.2 million in total liabilities, and a
stockholders' deficit of $2.4 million.

                         Going Concern Doubt

As of June 30, 2012, the Company had an accumulated deficit of
approximately $42.3 million and reported a net loss of
approximately $7.2 million for the six months then ending.  In
addition, the Company used approximately $2.4 million in cash from
operating activities from continuing operations during the six
months ending June 30, 2012.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
the Company can give no assurance that it will be successful in
raising the necessary capital to fund the Company's operations.

During the three months ended June 30, 2012, the Company did not
maintain the minimum cash balance required under the Company's
loan agreement with Arvest Bank.  In addition, the Company did not
make the required principal and interest prepayment due to Arvest
Bank on June 30, 2012.

Furthermore, the Company is not currently in compliance with the
minimum bid price requirement for continued listing on The NASDAQ
Capital Market.  Under a notice received from NASDAQ, the Company
had until June 18, 2012, to regain compliance.  The Company
received a notice of delisting on June 19, 2012.  The Company
filed an appeal and went before a hearing with NASDAQ on July 26,
2012.  If the Company is delisted from NASDAQ, that will be an
event of default under the Company's loan agreement with Arvest
Bank.  Historically, the Company has been successful in obtaining
default waivers from Arvest Bank, but there is no assurance that
Arvest Bank will waive any future defaults.  Given that the
Company is not in compliance with certain covenants under the loan
agreement with Arvest Bank, the associated debt has been
classified as current on the accompanying consolidated condensed
balance sheets.

"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.
"The consolidated condensed financial statements do not include
any adjustments that might be necessary if the Company is unable
to continue as a going concern."


GRANITE DELLS: Plan Outline Hearing Continued Until Sept. 20
------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona, according to Granite Dells Ranch Holdings
LLC's case docket, has continued until Sept. 20, 2012, at 10 a.m.,
the hearing to consider adequacy of the Amended Disclosure
Statement explaining the proposed Chapter 11 Plan.

                       The Chapter 11 Plan

The Troubled Company Reporter reported on June 28, 2012, that the
Plan provides for the continuation of the management and
development of the property -- approximately 15,000 acres in
Yavapai County, Arizona, near the city of Prescott.

The Plan also provides that the operations of the Reorganized
Debtor will be funded from revenues from mining and grazing
leases, sale of parcels of the property, loans from third parties,
and equity contributions made by participating investors and
holders of Interests that elect to contribute additional capital
and to participate.

Under the Plan, priority Claims will be paid in full on the
Effective Date or in installments over specified periods.  Secured
Claims will be paid in full, in installments over time and as
parcels of the property are sold.  Holders of Unsecured Claims
will receive installments payments over eight years from the
Unsecured Creditor Fund, to be funded by Debtor in the aggregate
amount of $5 million.  Holders of Investor Claims and holders of
equity interest will be provided an election to participate in the
funding of approximately $20 million over three years, to cover
payments to creditors and other anticipated costs of development
of the property.

The Interests of Equity Holders who do not choose to participate
in the funding of the Reorganized Debtor will be canceled and the
Equity Holders will receive nothing on account of their Interests.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/GRANITE_DELLS_ds.pdf

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GSC GROUP: Lender's Defamation Claims Nixed in Asset Sale Row
-------------------------------------------------------------
Bill Donahue at Bankruptcy Law360 reports that Judge Paul G.
Feinman on Thursday tossed Black Diamond Capital Management LLC's
Mafia-themed defamation accusations out of a lawsuit stemming from
the now-resolved bankruptcy of GSC Group Inc., in the latest twist
for the often-contentious restructuring.

Bankruptcy Law360 says Judge Feinman dismissed claims that a group
of GSC's minority lenders defamed majority lender Black Diamond by
making statements to a news reporter that allegedly compared the
hedge fund to the Corleone family from "The Godfather."

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010.  Michael B.
Solow, Esq., at Kaye Scholer LLP, served as the Debtor's
bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is the
Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.  The Debtor estimated
its assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Since Jan. 7, 2011, the Debtors have been operated by James L.
Garrity Jr., as Chapter 11 trustee for the Debtors.  The Chapter
11 trustee tapped Shearman & Sterling LLP as his counsel, and
Togut, Segal & Segal LLP as his conflicts counsel.

No committee of unsecured creditors has been appointed in the
case.

The Chapter 11 trustee completed the sale of business in July 2011
and filed a liquidating Chapter 11 plan and explanatory disclosure
statement in late August.  The bankruptcy court authorized the
trustee to sell the business to Black Diamond Capital Finance LLC,
as agent for the secured lenders.  Proceeds were used to pay
secured claims.  The price paid by the lenders' agent was designed
for full payment on $256.8 million in secured claims, with
$18.6 million cash left over.  Black Diamond bought most assets
with a $224 million credit bid, a $6.7 million note, $5 million
cash, and debt assumption.  A minority group of secured lenders
filed an appeal from the order allowing the sale.  Through a suit
in state court, the minority lenders failed to halt Black Diamond
from completing the sale.

The Chapter 11 Trustee and Black Diamond have filed rival
repayment plans for GSC Group.  As reported in the TCR on Dec. 16,
2011, Hilary Russ at Bankruptcy Law360 related that the Chapter 11
trustee for GSC Group, Inc., reached a handshake deal on Dec. 13,
2011, ending a bitter dispute with Black Diamond that delayed a
$235 million asset sale.

Adam Goldberg, Esq., and Douglas Bacon, Esq., at Latham & Watkins,
represent Black Diamond Capital Management, LLC, as counsel.
Patrick J. Nash, Jr., Esq. and Paul Wierbicki, Esq. of Kirkland &
Ellis LLP serve as counsel to Black Diamond Capital Management,
LLC.


HALIFAX GROUP: Parties-in-Interest Want Case Dismissal/Conversion
-----------------------------------------------------------------
Parties-in-interest asked the U.S. Bankruptcy Court Eastern
District of New York to:

   i) dismiss or convert the Chapter 11 cases of Halifax Group
      LLC, et al., to that under Chapter 7 of the Bankruptcy Code;
      or in the alternative,

  ii) modify the automatic stay pursuant to Section 362(d) of the
      Bankruptcy Code to permit creditors to enforce their rights
      as against the assets comprising of various parcels of real
      property.

Creditor DLJ Mortgage Capital, Inc., wants case dismissal or the
authorization to enforce its rights against the assets comprising
of various parcels of real property located in Kings and Queens
Counties.  According to DLJ, the Chapter 11 cases of Debtors
Loring Estates LLC and Edgewater Development Inc. must be
dismissed because Thomas Kontogiannis, by his own admission,
lacked the authority to act on behalf of these entities, and with
respect to all of the Chapter 11 cases, they were commenced in bad
faith.  DLJ said, in its motion, that Mr. Kontogianni purportedly
signed the Chapter 11 petitions with respect to Loring, Edgewater,
and Group Kappa.

Secured creditor Stout Street Fund I, LP, stated that Loring and
Halifax filed their Chapter 11 petitions in bad faith, for the
sole purpose of interfering with their creditors' ability to
enforce the creditors' rights to collect debts that Loring and
Halifax have not contested against secured collateral in which
Loring and Halifax have no equity.

Tracy Hope Davis, the U.S. Trustee for Region 2, will move before
the Hon. Nancy Hershey Lord on Sept. 19, 2012, at 3 p.m. to enter
an order dismissing the case or, in the alternative, convert the
case to Chapter 7 of the Bankruptcy Code.

                        About Halifax Group

Long Island real estate developer Thomas Kontogiannis have sent
five entities to Chapter 11.  Halifax Group LLC filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-45736) on Aug. 6, 2012.
Mr. Kontogiannis on Aug. 7 filed in bankruptcy court in Brooklyn
(Bankr. E.D.N.Y.) Chapter 11 petitions for four entities:

    Debtor                          Case No.
    ------                          --------
    Loring Estates LLC              12-45757
    Edgewater Development, Inc.     12-45759
    Group Kappa Corp.               12-45761
    Plaza Real Estate Holding Inc   12-45764

Each of the Debtors disclosed debt of $48.27 million to DLJ
Mortgage Capital, Inc., on a bank loan.

In October 2011, the U.S. District Court in Brooklyn sentenced Mr.
Kontogiannis to 9 years imprisonment for leading a mortgage fraud
conspiracy resulting in more than $98 million in losses.

A meeting of creditors was scheduled for Sept. 10, 2012.


HANOVER INSURANCE: Fitch Affirms 'BB' Rating on Junior Debentures
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of The Hanover Insurance Company, the principal
operating subsidiary of The Hanover Insurance Group (NYSE: THG).
Fitch has also affirmed the following ratings for THG:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.

THG's ratings reflect adequate operating subsidiary capitalization
and Fitch's belief that THG's operating subsidiaries will continue
to generate reasonable internal capital over the intermediate
term.  GAAP operating leverage was estimated at 1.69x and net
leverage was 4.42x at June 30, 2012.

In recent years, THG has focused more rigorously on exposure
management and rate adequacy.  Fitch believes these changes
reflect a more balanced risk appetite and position the company for
improved profitability and underwriting stability over the
intermediate term.  The company may be challenged, however, to
pare back expense levels following investments in technology and
process improvements designed to drive growth.

THG has successfully increased prices in homeowners insurance over
the last two years and is experiencing an improving price
environment in commercial lines.  Importantly, THG is adjusting
its pricing for a higher expectation of the weather impact.

In the first six months of 2012 THG's calendar year combined ratio
decreased to 101% from 107.6% for the same period in 2011, and
compared to 105.1% and 100.6% for the full year 2011 and 2010,
respectively.  Catastrophe losses have been higher than normal for
the past three years, impacting the combined ratio by 5.5 points
in the first six months of 2012 and 10.0 points and 5.6 points for
the full year 2011 and 2010, respectively.

Growth in commercial lines has primarily been through renewal
rights transactions and acquisitions where THG has focused on
smaller, easy-to-integrate acquisitions.  However, in 2011 THG's
acquisition of Chaucer Holdings plc (Chaucer), at approximately
$493 million, represented a significantly larger diversification
effort.  While the acquisition advances THG's specialty strategy
and provides scale and diversification benefits, Fitch notes the
uncertainty tied to entering a new market outside of the U.S. and
ultimately meeting return objectives for the transaction given the
cyclical and competitive nature of Chaucer's business.  In
addition, several credit factors deteriorated moderately post-
closing, including an increase in financial leverage.

Key ratings triggers that could lead to an upgrade include:
underwriting and investment performance comparable to higher rated
companies; moderate improvement in GAAP operating leverage and net
leverage; and maintaining run rate holding company financial
leverage ratio (FLR) below 25%.

Key ratings triggers that could lead to a downgrade include: a
material deterioration in THG's reserve adequacy, particularly
regarding Chaucer; a material deterioration in underwriting or
investment performance of the combined organization relative to
peers; and GAAP operating leverage greater than 2.0x and net
leverage greater than 4.75x for the combined organization.

Fitch affirms the following ratings with a Stable Outlook:

The Hanover Insurance Group

  -- IDR at 'BBB';
  -- 7.5% senior notes due 2020 'BBB-';
  -- 6.375% senior unsecured notes due 2021 at 'BBB-';
  -- 7.625% senior unsecured notes due 2025 at 'BBB-';
  -- 8.207% junior subordinated debentures due 2027 at 'BB'.

The Hanover Insurance Company

  -- IFS at 'A-'.

Citizens Insurance Company of America

  -- IFS at 'A-'.


HARRY GREEN: Judge Dismisses Chapter 11 Bankruptcy Case
-------------------------------------------------------
The Spokesman-Review reports that Post Falls Landing developer
Harry Green's bankruptcy was dismissed by Chief Bankruptcy Judge
Terry L. Myers, Liberty Bankers Life Insurance Company to proceed
with foreclosure on the city center site along Spokane Street and
the Spokane River.

According to the report, the bankruptcy canceled an auction sale
on the Mr. Green's property.

The report relates the firm is seeking $8.2 million.  Shelly
Enderud, Post Falls interim city administer and finance director,
said the city was pleased with the decision because it wants to
see the city center developed into a vibrant corridor/Brian
Walker, Coeur d'Alene Press.

Harry Green filed for Chapter 11 corporate bankruptcy on Dec. 19,
2011.


HEALTHSOUTH CORP: Moody's Rates $250MM Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 4, 62%) rating to
HealthSouth Corporation's (HealthSouth) proposed offering of $250
million of senior unsecured notes due 2024. Moody's understands
that the proceeds of the offering will be used to repay amounts
outstanding on the company's revolving credit facility, fund the
call for a portion of the 7.25% notes due 2018 and 7.75% notes due
2022 and for general corporate purposes. HealthSouth's Corporate
Family and Probability of Default Ratings of Ba3 remain unchanged
given Moody's expectation that credit metrics will not be
meaningfully impacted by this transaction. However, certain LGD
assessments are being revised to reflect the reduction in the
senior secured revolver and increase in the amount of senior
unsecured notes in the capital structure. The rating outlook
remains stable.

Following is a summary of Moody's rating actions.

Rating assigned:

$250 million senior unsecured notes due 2024, B1 (LGD 4, 62%)

Senior unsecured shelf, (P)B1

Ratings unchanged/LGD assessments revised:

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

$600 million senior secured revolving credit facility expiring
2017, to Baa3 (LGD 1, 7%) from Baa3 (LGD 2, 10%)

7.25% senior unsecured notes due 2018, to B1 (LGD 4, 62%) from
B1 (LGD 4, 67%)

8.125% senior unsecured notes due 2020, to B1 (LGD 4, 62%) from
B1 (LGD 4, 67%)

7.75% senior unsecured notes due 2022, to B1 (LGD 4, 62%) from
B1 (LGD 4, 67%)

Speculative Grade Liquidity rating at SGL-2

Ratings Rationale

The Ba3 Corporate Family Rating reflects HealthSouth's solid
credit metrics and Moody's expectation that such metrics will
continue to improve modestly as strong free cash flow will allow
the company to grow its business without the use of incremental
debt. Moody's also acknowledges HealthSouth's considerable scale
and geographic diversification that should allow the company to
adjust to or mitigate payment reductions more easily than many
other inpatient rehabilitation providers. However, Moody's also
considers risks associated with HealthSouth's reliance on the
Medicare program for a significant portion of revenue and limited
services in one niche of the post-acute continuum of care. The
rating also reflects Moody's concerns with the uncertainty around
the implementation of provisions of the healthcare reform
legislation and the potential for greater Medicare reimbursement
pressure starting in 2013.

Moody's would need to gain additional comfort around the company's
high exposure to Medicare and the potential for negative
reimbursement changes prior to a ratings upgrade. However, if this
was accomplished, the ratings could be upgraded if HealthSouth can
sustain leverage below 3.5 times and interest coverage above 3.0
times.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.5 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition, a
change in appetite for shareholder initiatives, or a deterioration
in operating performance the ratings could be downgraded.

The principal methodology used in rating HealthSouth was the
Global Healthcare Service Providers 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.

HealthSouth is the largest operator of inpatient rehabilitation
hospitals. As of June 30, 2012, the company operated 99 inpatient
rehabilitation hospitals. The company also provides outpatient
services through a network of 26 outpatient satellite clinics,
located within or near the company's rehabilitation hospitals, and
25 hospital-based home health agencies. HealthSouth recognized
approximately $2.1 billion of revenue in the twelve months ended
June 30, 2012 before considering the provision for doubtful
accounts.


HILAND PARTNERS: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hiland Partners L.P. "At the same time, we
assigned an issue-level rating of 'B-' and a recovery rating of
'5' to the partnership's and Hiland Partners Finance Corp.'s $350
million senior unsecured notes due 2020. The '5' recovery rating
indicates that lenders can expect modest (10% to 30%) recovery if
a payment default occurs. The outlook is stable," S&P said.

"Our ratings on Enid, Okla.-based Hiland reflect its 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Michael Grande. "Hiland is a
natural gas gathering and processing and crude oil logistics
limited partnership with a focus in the Bakken Shale and Mid-
Continent regions of the U.S. Ratings reflect the partnership's
limited scale and geographic diversity, significant exposure to
volatile commodity prices, and high financial leverage. We believe
Hiland's growing asset base in the oil-rich Williston Basin and a
supportive owner only partly offset these risks."

"The stable outlook on Hiland reflects our view that the
partnership will have adequate liquidity to execute its growth
strategy in the Bakken Shale region and reduce total debt to
EBITDA to the 3.5x area by 2013. A ratings upgrade is unlikely
during the next 12 to 18 months because of Hiland's small scale
and limited geographic focus. However, we could consider an
upgrade if the partnership expands its geographic footprint and
keeps leverage at about 3x. We could lower the rating if Hiland's
total debt to EBITDA remains at about 5x, and liquidity becomes
constrained and its owner does not infuse additional capital," S&P
said.


HOMELAND SECURITY: Trevor Stoffer Discloses 11% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Trevor Stoffer disclosed that, as of Aug. 28, 2012, he
beneficially owns 1,169,905 shares of common stock of Timios
National Corporation, formerly known as Homeland Security Capital
Corporation, representing 11% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/Ofyz6x

                      About Homeland Security

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

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

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

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


HOMELAND SECURITY: Thomas McMillen Discloses 13.8% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas McMillen disclosed that, as of
Aug. 28, 2012, he beneficially owns 1,476,280 shares of common
stock of Timios National Corporation, formerly known as Homeland
Security Capital Corporation, representing 13.8% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/s3bDC4

                      About Homeland Security

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

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

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

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


HUBBARD PROPERTIES: Panel Dissolved at Assignee Creditor's Request
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida that
the Official Committee of Unsecured Creditors in the Chapter 11
case of Hubbard Properties, LLC, is dissolved as of June 18, 2012.

On June 11, Marketing Solution Publications, Inc., the assignee
unsecured creditor, asked the Court to reconstitute or dissolve
the Committee appointed.  Specifically, the assignee asked that
the Court, among other things:

   a. remove appropriate members of the Creditors Committee who no
      longer satisfy the requirements of 11 U.S.C. Section
      1102(a)(1);

   b. add appropriate members to the Creditors Committee to
      satisfy the requirements of 11 U.S.C. Section 1102
      (a)(4); or

   c. dissolve the Creditors Committee.

The assignee unsecured creditor said that it is not in agreement
with many of the actions taken by the Creditors Committee.

The Court also ordered that counsel for the Creditors Committee,
Phelps Dunbar, LLP, is relieved of all responsibility as counsel
effective as of June 18, 2012.

Phelps represented the Committee after Hill Ward & Henderson's
attorneys representing the Committee left HWH and joined the law
firm Phelps Dunbar LLP.

                    About Hubbard Properties

Hubbard Properties owns and operates a retail and entertainment
complex, located in Madeira Beach, Florida, commonly known as the
John's Pass Boardwalk.

Investors Warranty of America, Inc. (IWA) claims that it is owed
$28,404,980 secured by a mortgage on the Property and an
assignment of rents and related security interests.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., and James Allen McPheeters, Esq., at Jennis
& Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel.  The
Debtor also tapped Bacon & Bacon, P.A., as special counsel; Tony
Buzbee and The Buzbee Law Firm as special counsel in connection
with the assessment and recovery of the Debtor's BP oil spill
claim, Van Middlesworth and Company, P.A., as accountant; and
Claims Strategies Group, LLC, as claim consultant.

Phelps Dunbar LLP represents the Committee.  The law firm of Hill,
Ward and Henderson, P.A., previously represented the Official
Committee of Unsecured Creditors as counsel.

In its amended schedules, the Debtor disclosed $12.6 million in
assets and $23.8 million in liabilities.


HUDBAY MINERALS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned Hudbay Minerals Inc. a B2
corporate family rating, B2 probability of default rating, B3
rating to its proposed $400 million of senior unsecured notes and
SGL-3 speculative grade liquidity rating. The ratings outlook is
stable.

Ratings Rationale

Hudbay's B2 corporate family rating is heavily influenced by its
small scale, concentration of near term activity in one
underground copper and zinc mine in Canada and sizeable execution
risks associated with the company's three development projects,
particularly the $1.5 billion Constancia copper mine in Peru and
$700 million Lalor copper, zinc and gold mine in Canada. Despite
recent softening of commodity prices and two of Hudbay's smaller
mines (Trout Lake and Chisel North) reaching the end of their mine
life in 2012, the company's low-cost position, stable production
at its flagship 777 mine and initial production at Lalor should
support a base of earnings until production at its new
developments begin to ramp up more substantially in late 2014.
While free cash flow will remain heavily negative through 2013,
the company has substantial cash balances to fund this shortfall
and Moody's expects Hudbay's adjusted Debt/ EBITDA will remain
below 5x through this timeframe. Moody's believes Hudbay will
require approximately $300 million to $400 million in additional
resources to fully fund its two main development projects and to
retain an acceptable liquidity buffer through 2014. The rating
incorporates Moody's expectation that Hudbay will predominately
fund any such requirement with equity or equity-like financing
rather than debt.

Hudbay's SGL-3 rating reflects Moody's expectation that the
company will maintain adequate liquidity through the end of 2013.
This expectation is supported by pro-forma cash balances of $1.9
billion (including proceeds from the notes issue and cash to be
received from a recent streaming transaction) and access to a $300
million revolver (matures November 2014). Moody's expects these
resources together with a modest amount of free cash flow from its
existing operations will be sufficient to fund expected capex of
roughly $1.8 billion for the new mine developments through 2013.
While covenant headroom is currently ample, it will steadily
reduce as the company consumes its cash balances (due to a net
debt test) and as interest expense increases (due to the notes
issue). Nonetheless, Moody's does not expect Hudbay's covenants
will be problematic.

The B3 rating on the senior unsecured notes incorporates their
subordinated position relative to the company's $300 million
secured revolver.

The stable outlook reflects Moody's expectation that the company
will continue to maintain discipline with respect to the use of
debt in its capital structure and adjust or slow capital spending
should market conditions deteriorate.

Going forward, the ratings could be lowered if Hudbay experiences
any significant operational difficulties, capital requirements for
its development projects increase significantly, or if the company
fails to maintain at least adequate liquidity. A downgrade would
also be considered if Moody's expected Hudbay's adjusted Debt/
EBITDA to exceed 5x on a sustainable basis.

Upward rating pressure is limited at this time due to the
significant capital expenditures required over the next several
years and the execution risk related to the development of its
mines.

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


HUSSEY COPPER: Wins Confirmation of 43% Liquidating Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hussey Copper Corp. sold the business late last year
for $107.75 million and secured the signature of the bankruptcy
judge on a confirmation order last week approving the liquidating
Chapter 11 plan.  Unsecured creditors with $33.4 million in claims
were shown in the disclosure statement as having a 43% recovery,
as a midrange estimate.

According to the report, the business was purchased by Libertas
Copper, an affiliate of Patriarch Partners LLC.  Confirming a plan
was made possible from settlement with the Pension Benefit
Guaranty Corp. regarding termination of pension plans.  The PBGC
ended up without claims in the bankruptcy.

                        About Hussey Copper

Hussey Copper Corp., based in Leetsdale, Pennsylvania, is one of
the leading manufacturers of copper products in the United States.
Hussey Copper was founded in Pittsburgh in 1848.  The Company and
its affiliates, which operate one manufacturing facility in
Leetsdale and two facilities in Eminence, Kentucky, manufacture "a
wide range of value-added copper products and copper-nickel
products.  The Company has more than 500 full-time employees.

Hussey Copper Corp. filed a Chapter 11 petition (Bankr D. Del.
Case No. 11-13010) on Sept. 27, 2011, with a deal to sell
substantially all assets.  Five other affiliates also filed
separate petitions (Case Nos. 11-13012 to 11-13016).  In its
amended schedules, HCL Liquidation disclosed $80,760,296 in assets
and $71,453,842 in liabilities as of the Chapter 11 filing.

Mark Minuti, Esq., at Saul Ewing LLP, serves as counsel to the
Debtors.  Donlin Recano & Company Inc. is the claims and notice
agent.  The Debtors tapped Winter Harbor, LLC in substitution for
Huron Consulting Services LLC.

An official creditors' committee has been appointed in the case.
The panel selected Lowenstein Sandler PC as counsel.  The panel
selected FTI Consulting, Inc. as restructuring and financial
advisor.

Hussey filed for bankruptcy with a deal to sell the assets to
stalking horse bidder, KHC Acquisitions LLC, a unit of Kataman
Metals LLC.  US private equity firm Patriarch Partners beat
Kataman at an auction and officially acquired Hussey on Dec. 16,
2011.  The buyout firm of distressed debt mogul Lynn Tilton
acquired Hussey for $107.8 million after a nine-hour, 34-round
auction.

Kataman is represented in the case by David D. Watson, Esq., and
Scott Opincar, Esq., at McDonald Hopkins LLC, in Cleveland.

Counsel to PNC Bank NA, as lender, issuer and agent for the
Debtors' secured lenders, are Lawrence F. Flick II, Esq., Blank
Rome LLP, in New York, and, Regina Stango Kelbon, Esq., at Blank
Rome LLP, in Wilmington.

Following the sale, Bankruptcy Judge Brendan L. Shannon approved
the name change of Hussey Copper Corp. et al., to HCL Liquidation
Ltd.


ICEWEB INC: Amends 38.9 Million Common Shares Prospectus
--------------------------------------------------------
Iceweb, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 2 to the Form S-1 registration
statemement relating to the sale by David Lane, Michael Schmahl,
Kenneth Ikemiya, et al., of up to 38,996,445 shares of the
Company's common stock, which includes 13,455,958 shares which are
presently outstanding and 25,540,487 shares issuable upon the
exercise of warrants with an exercise price of $0.15 per share.

The prices at which the selling security holders may sell shares
will be determined by the prevailing market price for the shares
or in negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling security
holders.  However, the Company will receive proceeds from the
exercise of the warrants if they are exercised for cash by the
selling security holders.

The Company will bear all costs relating to the registration of
these shares of its common stock, other than any selling security
holders' legal or accounting costs or commissions.

The Company's common stock is quoted on the regulated quotation
service of the OTC Bulletin Board under the symbol "IWEB".  The
last reported sale price of the Company's common stock as reported
by the OTC Bulletin Board on Sept. 5, 2012, was $0.08 per share.

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

                        http://is.gd/jyyFM0

                          About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in their report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


IMAGEWARE SYSTEMS: Certified to Work on NuVola Cloud Platform
-------------------------------------------------------------
ImageWare Systems, Inc., announced certification on the NuVola
Private Cloud Platform from Fujitsu Frontech North America Inc.
The patented ImageWare multi-modal biometric management engine has
been certified to allow rapid deployment of biometric security
across NuVola Private Cloud Platform for the enterprise.

"We are very excited to certify ImageWare on the NuVola Private
Cloud Platform, as their core biometric management engine enhances
a critical function of NuVola: Security," said Vic Herring, Vice
President of Sales and Marketing, Cloud Infrastructure Solutions
Group at Fujitsu Frontech North America.  "Noting the market
concerns over cloud layer security, we feel ImageWare provides
NuVola further differentiation with the addition of their
biometric engine."

On May 15, ImageWare finalized and released version 2.0 of its
flagship Biometric Engine.  The engine provides superior
integration with legacy identity management solutions and
enterprise service bus technologies, and is the only patented
agnostic, open-architecture biometric recognition software
solution that works with virtually all existing security hardware,
software and algorithms.

"Working with Fujitsu and the NuVola Private Cloud Platform
solution brings ImageWare to the private cloud with a global
partner and a leading innovator in the IT space," said Jim Miller,
President and CEO of ImageWare Systems.  "Being certified on
Fujitsu represents the full convergence of Fujitsu's leading
server and storage technology, and our industry-leading multi-
modal biometric management engine.  We are proud to be part of the
NuVola Private Cloud Platform and look forward to bringing cloud-
ready biometric solutions directly to our customers."

                      About ImageWare Systems

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

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

The Company's balance sheet at June 30, 2012, showed $7.80 million
in total assets, $6.60 million in total liabilities and $1.19
million in total shareholders' equity.


INFUSION BRANDS: Engages Thomas Howell as New Accounting Firm
-------------------------------------------------------------
Infusion Brands International, Inc., hires Thomas, Howell,
Ferguson, P.A., as its new independent registered public
accounting firm, effective Sept. 1, 2012.

Meeks International, Inc., the Company's former accounting firm,
was acquired by Thomas Howell in a transaction pursuant to which
MIL merged its operations into THF and the professional staff and
partners of MIL joined THF as employees with Charlie M. Meeks
becoming a partner of THF.  As a result of the merger, MIL
effectively resigned as the Company's independent registered
public accounting firm on Sept. 1, 2012.

The Board of Directors of the Company approved and ratified the
engagement of Thomas Howell.

The reports of MIL on the consolidated financial statements of the
Company for the fiscal years ended Dec. 31, 2011, and Dec. 31,
2010, did not contain an adverse opinion nor a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except MIL's audit reports
for the years ended Dec. 31, 2011, and 2010 stated that certain
conditions raised substantial doubt about the Company's ability to
continue as a going concern.

                        About Infusion Brands

Infusion Brands International, Inc. is a global consumer products
company.  Its wholly owned operating subsidiary, Infusion Brands,
Inc. specializes in building and marketing profitable brands
through international direct-to-consumer channels of distribution.

On Dec. 16, 2010, as part of its quasi-reorganization in order to
change its business model from that of an acquisition strategy to
a singular operating model as a consumer products company which
builds and markets brands internationally through direct-to-
consumers channels of distribution, OmniReliant Holdings, Inc.
entered into an agreement and plan of merger with Infusion Brands
International, Inc., a Nevada corporation and the Company's
wholly-owned subsidiary.  Pursuant to the terms and subject to the
conditions set forth in the Merger Agreement, the Company merged
with and into Infusion Brands International, Inc., solely to
effect a name change of the Company.

Meeks International LLC, in Tampa, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant recurring losses from operations and is dependent on
outside sources of financing for continuation of its operations
and management is restructuring and redirecting its operating
initiatives that require the use of its available capital
resources.

The Company reported a net loss of $6.94 million on $17.94 million
of product sales in 2011, compared with a net loss of $16.07
million on $7.17 million of product sales in 2010.

The Company's balance sheet at June 30, 2012, showed $6.70 million
in total assets, $8.85 million in total liabilities, $30.85
million in redeemable preferred stock, and a $33 million total
deficit.


INOVA TECHNOLOGY: Amends 375 Million Common Shares Prospectus
-------------------------------------------------------------
Inova Technology, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to the Form S-1 relating to
the offering of up to 375,000,000 shares of common stock of the
Company, in a self-underwritten direct public offering, without
any participation by underwriters or broker-dealers.  The shares
will be sold through the efforts of the Company's officers and
directors.

There is no minimum number of shares to be sold under this
offering.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "INVA.OB".  On Aug. 23, 2012, the last reported
sale price for the Company's common stock was $0.01 per share.

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

                        http://is.gd/ASWDW8

                      About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of
$3.35 million during the prior year.

The Company's balance sheet at April 30, 2012, showed
$8.67 million in total assets, $19.81 million in total
liabilities, and a $11.14 million total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


IPS CORP: Moody's Withdraws 'B3' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has withidrawn all of the ratings on IPS
Corporation including the B3 corporate family rating.

The following ratings have been withdrawn:

B3 corporate family rating;

B3 probability of default rating;

B1 (LGD3 30% from 31%) on the $68 million first lien term loan
due July 2013; and

Caa2 (LGD5, 86% from 85%) on the $50 million subordinated notes
due June 2014

Ratings Rationale

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.

The methodologies used in this rating were Global Manufacturing
published in December 2010, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in July 2009.

Headquartered in Compton, CA, IPS Corporation is a manufacturer of
a wide range of adhesive cements and plumbing products primarily
for the new residential, remodeling and commercial construction
markets. IPS' products target professional contractors and are
sold under a variety of brand names including Weld-On and
Watertite, primarily through the wholesale channel.


JACKSONVILLE BANCORP: New COO to Get $200,000 Annual Salary
-----------------------------------------------------------
Jacksonville Bancorp, Inc., previously appointed Margaret A.
Incandela as Chief Operating Officer of the Company and of the
Company's wholly owned subsidiary, The Jacksonville Bank, subject
to regulatory approval

The Company, the Bank and Ms. Incandela entered into an Executive
Employment Agreement dated Sept. 5, 2012.  Ms. Incandela earns a
base salary of $200,000, which may be increased from time to time
at the sole discretion of the Company's board of directors, and
she may earn an annual cash bonus of up to 33 1/3% of her base
salary, which actual amount will be determined at the sole
discretion of the Company's board of directors.  Ms. Incandela is
also entitled to participate in all medical and health care
benefit plans provided by the Bank for its employees, and any
current or future employee benefit plans and arrangements in which
executive officers of the Company or the Bank are permitted to
participate.

The term of the Employment Agreement is three years, subject to
automatic extension for additional one-year periods thereafter.
If at any time during the first year of the initial term of the
Employment Agreement, the Company completes a recapitalization
involving the sale of at least $50 million in common stock, the
Company has agreed to award Ms. Incandela, under the Company's
current stock incentive plan, restricted shares of the Company's
common stock or options to purchase shares of the Company's common
stock, subject to applicable regulatory and shareholder approvals.
Up to 1.5% of the aggregate number of shares issued in the
recapitalization would be subject to that award, and the award
would vest 20% upon closing of the recapitalization, and 40% upon
each of the first and second anniversaries of such closing.

During the term of the Employment Agreement and for a period of
one year thereafter, Ms. Incandela has agreed not to compete with
the Bank or the Company within the Jacksonville statistical
metropolitan area, or solicit employees from the Bank or the
Company.

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

                       http://is.gd/ekL9vJ

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999 and provides
a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

The Company's balance sheet at June 30, 2012, showed
$583.0 million in total assets, $564.0 million in total
liabilities, and shareholders' equity of $19.0 million.

According to the Form 10-Q for the period ended June 30, 2012, the
Bank was adequately capitalized at June 30, 2012.  Depository
institutions that are no longer "well capitalized" for bank
regulatory purposes must receive a waiver from the FDIC prior to
accepting or renewing brokered deposits.  The Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA") generally
prohibits a depository institution from making any capital
distribution (including paying dividends) or paying any management
fee to its holding company, if the depository institution would
thereafter be undercapitalized.

The Bank had a Memorandum of Understanding ("MoU") with the FDIC
and the Florida Office of Financial Regulation that was entered
into in 2008, which required the Bank to have a total risk-based
capital of at least 10% and a Tier 1 leverage capital ratio of at
least 8%.  Recently, on July 13, 2012, the 2008 MoU was replaced
by a new MoU, which, among other things, requires the Bank to have
a total risk-based capital of at least 12% and a Tier 1 leverage
capital ratio of at least 8%.  "We did not meet the minimum
capital requirements of these MOUs at June 30, 2012, and Dec. 31,
2011, when the Bank had total risk-based capital of 8.09% and
9.85% and Tier 1 leverage capital of 5.26% and 6.88%,
respectively."


JOHN SMITH: Arkansas Coach Files for Chapter 7 Bankruptcy
---------------------------------------------------------
The Associated Press reports that Arkansas coach John L. Smith
filed a Chapter 7 bankruptcy petition on Sept. 6, 2012, in the
U.S. Bankruptcy Court in the Western District of Arkansas, for
debts he incurred through real estate investments in Kentucky.

Mr. Smith told The Associated Press in July he expected to make
the filing but also was trying to avoid it.

AP, citing court documents, Mr. Smith has assets of between
$1 million and $10 million and debts of between $10 million and
$50 million.  The filing is preliminary and more details will be
added to the record later.

AP relates Mr. Smith discussed his dismal financial condition
during the summer because he didn't want his situation to become a
distraction when the No. 10 Razorbacks started playing games.

The report relates athletic director Jeff Long told the AP that
Smith had been candid about his financial situation and he didn't
hold it against him, especially considering the economy.


JOURNAL REGISTER: Can Hire American Legal Claim Services
--------------------------------------------------------
Journal Register Company, which is in its second Chapter 11
bankruptcy since 2009, sought and obtained Court permission to
employ American Legal Claim Services, LLC, as claims and noticing
agent in the Debtors' chapter 11 cases.

ALCS will assume responsibility for the distribution of notices
and the maintenance, processing, and docketing of proofs of claim
filed in the Debtors' cases.

Journal Register said the selection of ALCS to act as the Agent
has satisfied the Court's Protocol for the Employment of Claims
and Noticing Agents under 28 U.S.C. Sec. 156(c), in that the
Debtors have obtained and reviewed engagement proposals from at
least two other court-approved claims and noticing agents to
ensure selection through a competitive process.  The Debtors also
said, based on all engagement proposals obtained and reviewed,
that ALCS's rates are competitive and reasonable given ALCS's
quality of services and expertise.

Prior to the Petition Date, the Debtors provided ALCS with a
retainer of $15,000.  ALCS will hold the retainer under the
Engagement Agreement during these cases as security for the
payment of fees and expenses incurred under the Engagement
Agreement.

Jeffrey L. Pirrung, the Managing Director of American Legal Claim
Services, in Jacksonville, Florida, attests that:

     (a) ALCS will not consider itself employed by the United
States government and shall not seek any compensation from the
United States government in its capacity as the Agent in the
cases;

     (b) By accepting employment in the cases, ALCS waives any
rights to receive compensation from the United States government
in connection with the Debtors' cases;

     (c) In its capacity as the Agent in the cases, ALCS will not
be an agent of the United States and will not act on behalf of the
United States; and

     (d) ALCS is a "disinterested person" as that term is defined
in section 101(14) of the Bankruptcy Code with respect to the
matters upon which it is to be engaged.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  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.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of 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 Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


JOURNAL REGISTER: Schedules Filing Deadline Moved to Nov. 5
-----------------------------------------------------------
Journal Register Company, which is in its second Chapter 11
bankruptcy since 2009, won Court extension of the deadline for the
Debtors to file schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases and statements of financial affairs.

The time within which the Debtors must file the Schedules and
Statements is extended, pursuant to Rules 1007(c) and 9006(b) of
the Federal Rules of Bankruptcy Procedure, for an additional 45
days to Nov. 5, 2012, without prejudice to the Debtors' rights to
seek an additional extension upon cause shown.

Pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule
1007(c), the Debtors ordinarily would be required to file the
Schedules and Statements within 14 days after the Petition Date.
However, the Court is authorized to extend the filing deadline for
cause by Bankruptcy Rules 1007(c) and 9006(b).

The Debtors said they require extra time to prepare and file their
Schedules and Statements.  The scope and complexity of the
Debtors' businesses, couple d with the limited time and resources
available to the Debtors to compile the required information,
necessitate an extension of the deadline to file the Schedules and
Statements.

The Debtors noted they have thousands of potential creditors and
operate an integrated, multi-regional business network comprised
of many daily and weekly periodicals.  Further, the nature and
scope of the Debtors' operations require them to maintain
voluminous records and intricate accounting systems. The
complexity and diversity of the Debtors' businesses, the limited
staff available to perform the required internal review of their
financial records and affairs, the numerous critical operational
matters that their accounting and legal personnel must address in
the early days of these chapter 11 cases, the pressure incident to
the commencement of the chapter 11 cases, and the fact that
certain prepetition invoices have not yet been received or entered
into their accounting systems provide ample cause justifying, if
not necessitating, an initial 45-day extension of the deadline to
file the Schedules and Statements.

In addition, the Debtors said that focusing the attention of their
key accounting and legal personnel on critical operational and
chapter 11 compliance issues during the early days of the chapter
11 cases will help the Debtors make a smoother transition into
chapter 11 and, therefore, ultimately will maximize the value of
their estates for the benefit of creditors and all parties in
interest.

On Friday, the Bankruptcy Court issued orders approving various
so-called First Day motions filed by the Debtors:

     -- Interim order signed authorizing the Debtors to continue
insurance policies and agreements relating thereto and to honor
certain prepetition obligations;

     -- Interim order signed authorizing (A) but not directing,
the Debtors to pay certain pre-petition wages, compensation and
employee benefits and continue payment of wages, compensation and
employee benefits in the ordinary course of business; and (B)
authorizing and directing applicable banks and other financial
institutions to process and pay all checks presented for payment
and to honor all funds transfer requests made by the Debtors
relating to the foregoing;

     -- Interim order signed authorizing the Debtors to pay
prepetition obligations of certain critical vendors and service
providers;

     -- Interim order signed authorizing the payment of
prepetition claims of shippers, warehousemen and other lien
claimants and granting related relief;

     -- Interim order signed authorizing the Debtors to continue
to honor customer programs in the ordinary course of business;

     -- Interim order signed authorizing the Debtors to pay
prepetition sales and use taxes and related obligations;

     -- Interim order signed (A) authorizing the Debtors to (i)
continue use of existing cash management system, bank accounts and
business forms and (ii) open new debtor-in-possession accounts,
and (B) extending the Debtors' time to comply with Section 345 of
the Bankruptcy Code;

     -- Order signed authorizing the Debtors to (A) prepare a list
of creditors in lieu of a formatted mailing matrix, (B) file a
consolidated list of the Debtors' 50 largest unsecured creditors
and (C) mail initial notices; and

     -- Order signed directing joint administration of the
Debtors' related chapter 11 cases.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  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.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of 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 Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


JOURNAL REGISTER: Meeting to Form Creditors Panel Set on Thursday
-----------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, will
hold an organizational meeting on Sept. 13, 2012, at 10:30 a.m. in
the bankruptcy case of Journal Register, et al. The meeting will
be held at:

         80 Broad Street
         Fourth Floor
         New York, NY. 10004

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  The Company's more than 350 multi-platform
products reach an audience of 21 million people each month.  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.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.
Journal Register expects to complete the auction and sale process
within 90 days.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of 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 Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.


KEITH ALAN WATT: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Richard Scheinin at Mercury News reports that businessman Keith
Alan Watt has filed for Chapter 11 bankruptcy protection, citing
foreclosure and the potential closing this fall of Le Petit
Trianon.

According to the report, Mr. Watt expects the bankruptcy to buy
time for the hall, which has been home to dozens of South Bay arts
groups for a quarter-century.  Unable to meet payments on his $1.9
million mortgage, Mr. Watt had feared for its short-term survival.
He now expects the court-supervised reorganization of his finances
to last six to nine months or longer, freezing the foreclosure
threat and assuring that all, or most, Trianon events will come
off this season as planned.

The report relates Susan B. Luce, his San Jose-based bankruptcy
attorney, agreed.  Ms. Luce, of the law offices of David A. Boone,
said she expects to bring a reorganization plan to Mr. Watts'
creditors for a vote in about a year.

The report notes Ms. Luce raised the possibility that Mr. Watt
might sell several of the other properties to raise cash to pay
down some of his debts, which had led to several recent
foreclosure filings against him.


K-V PHARMACEUTICAL: Hologic Wants to Pursue Makena Claims
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that K-V Pharmaceutical
Co. creditor Hologic Inc. asked a New York bankruptcy judge
Wednesday to lift the automatic stay so it could pursue its rights
with respect to its first lien on K-V's biggest asset, preterm-
birth drug Makena, saying the drug's value is declining.

Hologic, a secured creditor, submitted the motion for relief from
the stay to allow it to exercise its rights and remedies under an
asset purchase agreement and license agreement as to its interests
in the Makena assets and related property, Bankruptcy Law360 says.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


LEGENDS GAMING: Meeting of Creditors Set for Wednesday
------------------------------------------------------
The U.S. Trustee for Region 5 rescheduled to Sept. 12, 2012, at
11 a.m., the meeting of creditors in the Chapter 11 cases of
Louisiana Riverboat Gaming Partnership, et al.  The meeting will
be held at the U.S. Trustee's Office.

Legends Gaming LLC, own gaming facilities located in Bossier City,
Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The Court authorized the Debtors to sell their assets at an
Oct. 15, auction.  Qualified bids are due Sept. 24.


LIBERTY HARBOR: Has Until Oct. 5 to Propose Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Liberty Harbor Holding, LLC, et al.'s exclusive periods to file
and solicit acceptances for the proposed plan of reorganization
until Oct. 5, 2012, and Dec. 7, respectively.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIGHTSQUARED INC: Lenders Object to $6MM Employee Incentive Plan
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a group of
LightSquared LP's lenders objected Thursday to parent LightSquared
Inc. and its affiliates' bid to implement a $6 million employee
incentive plan, saying controlling equity owners Philip Falcone
and his Harbinger Capital Partners LLC are improperly promoting
the interests of equity.

Bankruptcy Law360 relates that the ad hoc secured group of LP
lenders asked U.S. Bankruptcy Judge Shelley C. Chapman to deny
LightSquared's motion for an order approving the key employee
incentive plan, which was filed Aug. 29.

                       About LightSquared Inc.

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

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

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

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

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

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

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

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

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

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


LI-ION MOTORS: Authorized Common Shares Hiked to 400 Million
------------------------------------------------------------
Li-ion Motors Corp.'s board of directors unanimously approved an
amendment to the Company's Articles of Incorporation to increase
the authorized number of shares of common stock from 100,000,000
shares, par value $.001 per share, to 400,000,000 shares, par
value $.001 per share, on July 20, 2012.  On the same date the
Company received the written consent from shareholders of its
company holding a majority (75.69%) of the outstanding shares of
the Company's common stock.  The Company filed the amendment with
the Secretary of State of Nevada on Aug. 30, 2012, after mailing a
Definitive Information Statement to its stockholders and the
amendment was effective Aug. 30, 2012.  A copy of the amended
Articles of Incorporation is available for free at:

                        http://is.gd/eZUAWG

Due to a default in the mortgage for the property, on or about
Aug. 22, 2012, foreclosure and asset seizure actions were executed
against Company assets located at its 158 Rolling Hill Rd,
Mooresville, N.C. property.

                         About Li-ion Motors

Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under
the laws of the State of Nevada in April 2000.  The Company is
currently pursuing the development and marketing of electric
powered vehicles and products based on the advanced lithium
battery technology it has developed.

The Progressive Insurance Automotive X-Prize, competition was
announced in April 2008 as a way to spur the development of clean,
high-mileage vehicles, and is funded for a total of $10 million,
which will be divided among three separate categories.  The
Company was the winner in its entry class.  On Oct. 27, 2010, the
Company received net proceeds of approximately $2.30 million from
X-Prize and was recorded as other income in the Company's
consolidated statement of operations for the year ended July 31,
2011.

The Company does not currently have any arrangements for financing
and it may not be able to find such financing if required.
Obtaining additional financing would be subject to a number of
factors, including investor sentiment.  Market factors may make
the timing, amount, terms or conditions of additional financing
unavailable to it.  These uncertainties raise substantial doubt
about the ability of the Company to continue as a going concern.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended July 31, 2011, Madsen &
Associates, CPA's Inc., Murray, Utah, expressed substantial doubt
about Li-on Motors' ability to continue as a going concern.  The
independent auditors noted that the Company did not have any
revenue from vehicle sales in 2011, does not have cash flows to
support its current operations and needs reserve to cover expenses
in future periods as the Company continues to incur losses from
operations.

The Company's balance sheet at April 30, 2012, showed $2.14
million in total assets, $4.72 million in total liabilities and a
$2.58 million total stockholders' deficiency.


LIONS GATE: Moody's Upgrades CFR/PDR to 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Lions Gate Entertainment Inc.'s
Corporate Family Rating (CFR) to B1 from B2 and Probability of
Default Rating (PDR) to B1 from B2, and confirmed the B1 (LGD 3-
42%) rating on the company's senior secured 2nd lien notes due
2016. Its Speculative Grade Liquidity rating remains unchanged at
SGL-3, and the rating outlook is stable. This action concludes the
review for possible upgrade initiated on January 20, 2012.

The company was placed on review for upgrade in January in part
because of Moody's expectation of strong performance by the first
Hunger Games film (released in March 2012) as well as the
potential monetization of its equity interest in TVGuide Network
which could aid debt reduction. "The box office success of the
Hunger Games film exceeded our already high expectations, while
the monetization of the TVGuide Network is more uncertain," stated
Neil Begley a Moody's Senior Vice president. "Consequently, the
upgrade is driven by increased visibility and anticipated
stability of cash flows, and the expectation of material debt
reduction as a result of the overwhelming success of the first
film in the Hunger Games series and expected success of sequels,"
added Begley. The rating is also favorably impacted by the equity
value from its recent acquisition of Summit Entertainment (B1 CFR)
("Summit"), and the continued growth momentum of its television
production segment.

The record-breaking box office performance of the first of four
Hunger Games films (released in March, 2012) has significantly
improved the company's cash flow generation and de-leveraging
prospects. The initial box office performance for successful
franchise book series is generally a good indicator of the film
franchise's future releases' cash flows, and the success of this
larger than typical Lionsgate budget series provides more
visibility for Lionsgate's profitability and cash flow in the
intermediate term, with the remaining three Hunger Games films
slated for release in 2013-2015.

In the past, the mixed performance of the company's film slate has
resulted in volatile and often negative free cash flow generation
and sustained high leverage, which weighed down its credit
profile. Excluding the results from Summit, which is consolidated
into Lionsgate's reported results, but has its own non-recourse
financing, Moody's expects free cash flow to be around breakeven
or moderately negative in the next two years as the company
invests in the production of the next Hunger Games film (slated
for release in November 2013). It is also impacted by its support
of the working capital needs of both its own film slate as well as
Summit's slate since the remaining costs for Summit's upcoming
films (except for Breaking Dawn 2) will likely be advanced by
Lionsgate, which will also bear the risk of any film losses on its
unreleased films. However, Moody's expects
Lionsgate to begin generating significant positive free cash flow
in fiscal 2014 or at the latest fiscal 2015 and believe this will
be sustained in the intermediate term as it profits from the
Hunger Games franchise and steady growth in its television
segment. We expect that it will apply free cash flow towards debt
reduction and sustain average debt-to-EBITDA leverage of well
under 5.0x over the next five years.

Lionsgate's acquisition of Summit has been credit positive for the
company from both a strategic and financial standpoint. We believe
Lionsgate will benefit from Summit's experienced management team,
which has significant expertise in larger budget theatrical film
green-lighting, risk management and production, and has
historically mitigated production risk through upfront coverage of
costs to reduce the magnitude of potential losses on
underperforming films, and its strong distribution capabilities,
with a large number of contractual output deals in foreign
territories. The acquisition of Summit will help diversify
Lionsgate's revenue stream by adding the successful Twilight
franchise to its current portfolio, and result in significant cost
savings from overhead reduction and marketing and distribution
synergies.

The $412.5 million purchase price for Summit was funded primarily
through cash on Summit's balance sheet, with Lionsgate putting up
a moderate amount of cash and equity, and raising $45 million in
incremental debt. The company also refinanced Summit's $500
million term loan facility at that time with a new one of equal
size serviced and secured only by Summit's assets. Moody's
anticipates the Summit term loan (under $300 million outstanding
at 6/30/2012) to be paid down by at least another $150 million
over the next 12 months, from the predictable and sizeable cash
flows from the last Twilight film (releasing in November 2012). In
addition to the added film production expertise, once the term
loan is fully paid down, Lionsgate stands to benefit from the
residual cash flows at Summit, and Moody's expects the company to
bring in the Summit assets to support Lionsgate's debt at that
point.

Apart from steady growth in its television production business,
the company has a 31.2% interest in the premium cable network
EPIX, which now generates free cash flow and does not require
additional investments from the company as it did a few years
back. The company also stands to benefit from the potential sale
of its 51% interest in the TVGuide Network, which it has shown
strong interest in selling over the past year.

As a result of the high investment in film and TV production which
will cause moderately negative free cash flow over the next year,
despite an improved credit profile, the company's primary source
of liquidity will continue to be its revolving credit facility.
Moody's anticipates the company will shortly refinance its current
$340 million facility with a larger one, though the company's
senior secured 2nd lien indenture limits indebtedness beyond $340
million unless certain borrowing base levels are met, which
Moody's believes is unlikely in the near term. Moody's expects the
company to maintain an adequate cash balance and adequate cushion
under its financial covenants to ensure access to the revolver.
The company's liquidity rating remains unchanged at SGL-3.

Prior to the upgrade, the one-notch differential between the CFR
and the rating of the second lien notes reflected the cushion
provided by obligations that rank junior in the capital structure
(including trade payables, participations and residuals, and
subordinated convertible notes), which effectively provided lift
to the rating. However, Moody's confirmed the B1 rating on the
notes despite the CFR upgrade because Moody's anticipates a number
of possibilities for changes to the capital structure which under
most scenarios lead us to bring the rating on the notes back to B1
if it were to be upgraded along with the CFR upgrade. Moody's
notes that even if the company refinances its current revolver
with one of a larger size, it will like be limited to its current
borrowing capacity of $340 million due to covenants in the senior
indenture. Moody's is therefore only factoring in a $340 million
revolver to assess the company's current capital structure and to
determine the notching of its debt instruments. So while Moody's
loss-given-default model results in an upnotching of the senior
note rating, Moody's overode this outcome because of anticipated
changes in the capital structure in the near term that may allow
for an increased borrowing capacity, which would increase the
amount of senior debt in the capital structure and effectively
eliminate the upnotching on the notes, or a possible reduction in
junior debt which provides the cushion providing a lift to the
rating.

The following is a summary of the rating actions:

Issuer: Lions Gate Entertainment Inc.

     Corporate Family Rating, Upgraded to B1 from B2

     Probability of Default Rating, Upgraded to B1 from B2

     $436 million senior secured 2nd lien notes due 2016,
     Confirmed at B1 (LGD3-42%)

Ratings Rationale

The B1 Corporate Family Rating (CFR) reflects the inherent high
risk and typical low margins associated with the film production
business and the mixed performance of Lions Gate's film slate in
recent years, which has led to sustained losses, negative free
cash flow and high leverage. This is partially mitigated by the
company's significant asset value as well as the success of the
first film in the Hunger Games franchise and significant expected
cash flows from the probable success of the remaining three
sequels in the series, which are slated to be released through
fiscal 2016. Moody's expects operating performance to improve as a
result of the company's cost reduction initiatives as well as
increasing contribution (to EBITDA) from TV program syndication
revenues and the cable network businesses, which include TVGuide
Network and EPIX. Though leverage is expected to remain high and
cash flows breakeven or moderately negative through fiscal 2014
driven by heavy investments in film and TV, the B1 rating is
prospective in nature as Moody's expects the company to generate
significant positive cash flow thereafter and apply this towards
debt pay down, reducing leverage to well below 5.0x by FY 2015,
which Moody's has previously stated would lead to upward pressure
on its B2 ratings.

Despite the higher visibility for profits and cash flows provided
by the Hunger Games franchise, the company's ratings are
constrained by the potential for reinvestment of its profits in
underperforming films and the absence of cash flow sweep
requirements which enforce discipline for debt pay down, given the
volatile nature of its businesses and high absolute levels of
debt. Moody's anticipates the company will maintain an adequate
liquidity profile over the next twelve months, remaining reliant
on its revolving credit facility, but does recognize that if
operating performance falls short of current expectations and the
company has material negative free cash flow then Lions Gate's
liquidity position could become pressured.

As a result of its equity position in Summit Entertainment, whose
assets do not support Lionsgate debt, Moody's evaluates
Lionsgate's credit risk on a stand-alone basis. However, the
company stands to benefit from the expected credit consolidation
of Summit's EBITDA and positive cash flow, once the proceeds of
its Twilight franchise are used to pay down the Summit term loan.

Rating Outlook

The stable outlook reflects Moody's expectation that the company
will generate positive cash flow over the forward rating horizon
as returns begin to flow from the significant television and film
investments. The outlook also reflects Moody's expectation that
management will use a portion of future free cash flows towards
debt repayment and will take steps to strengthen its balance sheet
and improve and sustain its credit metrics.

Would Could Change the Rating - Up

A rating upgrade is unlikely in the near term given the
prospective nature of the current rating and low visibility on the
revenues in later years, especially beyond the completion of the
Hunger Games franchise. However, ratings could be upgraded if the
company has more consistent film performance across its slate and
demonstrates the ability to develop other successful film
franchises, or the company diversifies its operations further and
thereby reducing the impact from theatrical film performance
contribution and volatility, such that it can generate sustainable
positive free cash flow, and materially reduce absolute debt and
sustain debt-to-EBITDA leverage of under 3.0x.

Would Could Change the Rating - Down

The company's ratings could be downgraded if operating performance
falls short of current expectations and the company regresses to
consistent negative free cash flow which in turn, would likely
pressure its liquidity position without access to capital markets.
Additionally, downward pressure might occur if the company engages
in acquisitions that adversely impact cash flow, leverage and/or
liquidity. A change in Moody's expectation of the company's
ability and commitment towards debt reduction could also lead to a
downgrade.

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

Lions Gate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, CA), is a motion picture
studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, video-on-demand and digitally delivered content.


LIQUIDMETAL TECHNOLOGIES: Issues 5.1-Mil. Shares to Noteholders
---------------------------------------------------------------
Liquidmetal Technologies, Inc., completed on July 2, 2012, a
private placement of $12.0 million in Senior Convertible Notes.
On Aug. 30, 2012, the Company elected to make its first monthly
installment payment under the Senior Convertible Notes in shares
of Company common stock.  Accordingly, on Aug. 31, 2012, the
Company issued 5,059,163 shares of its common stock to the five
holders of the Notes in satisfaction of the $1,240,000 monthly
installment payment that will be due and payable on Oct. 1, 2012.

This issuance of shares of the Company's common stock was made
pursuant to the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended, including pursuant
to Rule 506 thereunder.  That issuance was made solely to
"accredited investors" under Rule 506 and was made without any
form of general solicitation and with full access to any
information requested by the holders of the Notes regarding the
Company or the securities offered in the private placement.

On July 18, 2012, the Company filed a registration statement with
the SEC registering the resale by the holders of the Notes of
shares of Company common stock issuable pursuant to the Notes.
The Registration Statement was declared effective by the SEC on
Aug. 30, 2012, and at the time of effectiveness, the Registration
Statement covered the resale of up to 36,892,194 Conversion
Shares.  Accordingly, as of Sept. 7, 2012, the maximum number of
shares that the Company is permitted to elect to issue in
satisfaction of installment payments under the Notes will be
36,892,194, including the shares issued on Aug. 31, 2012, and
assuming that certain equity conditions set out in the Notes  are
satisfied at the times required in the Notes.

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2012, showed $3.02 million
in total assets, $8.24 million in total liabilities and a $5.21
million total shareholders' deficit.


LODGENET INTERACTIVE: Fails to Comply with $1.00 Bid Price Rule
---------------------------------------------------------------
LodgeNet Interactive Corporation received a letter from The Nasdaq
Stock Market, notifying the Company that for the last 30
consecutive business days, the bid price of the Company's common
stock had closed below the minimum $1.00 per share requirement for
continued inclusion on NASDAQ based on Listing Rule 5450(a)(1),
and describing a timetable for bringing the Company into
compliance with that rule.

The Company's common stock remains listed on NASDAQ under the
symbol LNET.  The Company has been provided 180 calendar days, or
until Feb. 27, 2013, to regain compliance, in accordance with
Listing Rule 5810(c)(3)(A).  If at any time before then, the
Company's common stock has a closing bid price of $1.00 or more
for a minimum of 10 consecutive business days, NASDAQ staff will
notify the Company that it has regained compliance.

If the Company has not met the requirements of Rule 5450(a)(1) by
Feb. 27, 2013, but meets the continued listing requirement for
market value of publicly held shares and all other applicable
standards for initial listing on The Nasdaq Capital Market, then
the Company may be eligible for an additional 180 day compliance
period by submitting an application to transfer its securities to
The Nasdaq Capital Market.  In order to qualify, the Company will
need to provide written notice of its intention to cure the
deficiency during the second compliance period, by effecting a
reverse stock split if necessary.  If it appears to NASDAQ staff
that the Company will not be able to cure the deficiency during
this second compliance period, or if the Company is otherwise not
eligible, the staff will provide notice that the Company's
securities will be subject to delisting.

The Company intends to actively monitor the bid price for its
common stock between now and Feb. 27, 2013, and will consider
available options to resolve the deficiency and regain compliance
with the NASDAQ minimum bid price requirement.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at June 30, 2012, showed $283.34
million in total assets, $439.32 million in total liabilities and
a $155.98 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp.'s Corporate Family Rating
(CFR) to Caa1 from B3 and changed the Probability of Default
Rating (PDR) to Caa2 from Caa1.  The reason for the downgrade is
due to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


MARION AMPHITHEATRE: Court Dismisses Chapter 11 Case
----------------------------------------------------
Marion Amphitheatre, LLC's Chapter 11 case has been dismissed.

The Debtor has said in court filings that dismissal is more
appropriate than conversion as there are no material assets
available for distribution to creditors.  The Debtor, a single
asset real estate, said its secured lender is receiving relief
from stay to foreclose on the only material asset of the
bankruptcy estate.  As a result, the Debtor cannot formulate or
carry out the terms of a plan of reorganization.

The dismissal order was entered in May.

Wells Fargo Bank N.A. is owed on a promissory note in the
principal amount of $4 million, secured by the Debtor's
amphitheatre property in Marion County, South Carolina.

According to the Debtor, Wells Fargo Bank appears to be entitled
to relief from the automatic stay "for cause."

The Debtor said that in an attempt to resolve the overarching
issues in this matter, the Debtor has facilitated the acquisition
of the Wells Fargo notes, mortgages, and all other loan documents
associated therewith, which is expected to include individuals
that are "insiders" of the Debtor, in exchange for (a) a cash
payment to Wells Fargo; (b) a limited recovery pledge; and (c) a
general release from the Debtor and Michael Guarco of any and all
claims against Wells Fargo.

                     About Marion Amphitheatre

Marion Amphitheatre, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. S.C. Case No. 11-06980) on Nov. 9, 2011.  Marion Amphitheatre
scheduled assets of $26,235,309 and Scheduled Liabilities of
$23,945,393.  The petition was signed by Michael Guarco, Sr.,
manager-member.  G. William McCarthy, Jr., Esq., at McCarthy Law
Firm, LLC, in Columbia, South Carolina, serves as counsel to the
Debtor.


MEDFORD VILLAGE: Section 341(a) Meeting Scheduled for Sept. 27
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of Medford Village
East Associates, LLC, on Sept. 27, 2012, at 12:00 p.m. at Bridge
View, Camden, N.J.  Proofs of Claim are due by Dec. 26, 2012.

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


MEDFORD VILLAGE: Secured Creditor Lennar Seeks Dismissal of Case
----------------------------------------------------------------
U.S. Home Corporation d/b/a Lennar, a secured creditor of Medford
Village East Associates, LLC, asks the U.S. Bankruptcy Court for
the District of New Jersey for the entry of an order
(I) dismissing the Debtor's case, or, in the alternative,
modifying the automatic stay to permit Lennar to foreclose upon a
280 acre tract of land located along Route 70 in Medford, New
Jersey and identified on the Medford Tax Map as Block 4107, Lot 1;
Block 4108, Lot 1 and Block 808, Lots 1, 2.01, 2.02 and 6.03 and
waiving the stay imposed by Rule 4001(a)(3) of the Federal Rules
of Bankruptcy Procedure; and (II) determining that Debtor is a
single asset real estate debtor pursuant to 11 U.S.C. Section
101(51B).

Lennar cites that the Debtor filed its case in bad faith as a
litigation tactic in a two-party dispute between Lennar and the
Debtor and there is no ability to reorganize.

In the event that the Court modifies the automatic stay in favor
of Lennar, Lennar also seeks the entry of an order waiving the
provision of Fed. R. Bankr. P. 4001(a)(3) for cause.

Lennar also seeks a determination from the Court that the Debtor
is a single asset real estate debtor pursuant to 11 U.S.C. Section
101(51B) because: (1) the Property is the Debtor's principal asset
- raw land; (2) the Property represents substantially all of the
Debtor's income (or potential source of income); and (3) the
Debtor does not conduct any substantial business on the
Property other than operating the property and activities
incidental thereto.

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


MEDFORD VILLAGE: Judge Wizmur Terminates Involvement in Case
------------------------------------------------------------
Judith H. Wizmur, Chief Judge of the U.S. Bankruptcy Court for the
District of New Jersey has recused herself from the Chapter 11
case of Medford Village East Associates, LLC.  Pursuant to the
Order of Recusal, dated Aug. 20, 2012, Judge Wizmur directed that
all proceedings in connection with the Debtor's proceeding be
transferred to the United States Bankruptcy Judge Gloria M. Burns.
The docket entry did not give further details.

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


NASSAU BROADCASTING: Gets Extension to File Payment Plan
--------------------------------------------------------
Marie Beaudette at Dow Jones' Daily Bankruptcy Review reports that
a bankruptcy judge has granted Nassau Broadcasting Corp. a 60-day
extension to file a creditor-repayment plan as it awaits
regulatory approval to sell its radio stations.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NEBRASKA EDUCATIONAL: Fitch Affirms 'B' Rating on $17-Mil. Bonds
----------------------------------------------------------------
Fitch Ratings affirms approximately $17.5 million of education
facility revenue bonds issued by the Nebraska Educational Finance
Authority on behalf of Midland University (MU or the university),
formerly known as Midland Lutheran College, at 'B'.

The Rating Outlook remains Negative.

SECURITY

The bonds are a general obligation of the college, additionally
secured by a cash-funded debt service reserve.

KEY RATING DRIVERS

OPERATIONS WEAK BUT IMPROVING: MU's rating reflects a stressed
operating profile that is slowly improving due to enrollment
growth in fall of 2011, recovery initiatives including ongoing
expense controls and a successful debt reduction initiative
completed in May of 2012.

WEAK LIQUIDITY LIMITS FLEXIBILITY: MU's severely deteriorated
financial cushion declined further in fiscal 2012 as a result of
necessary operational support and will require multiple years of
positive operating results to achieve any measure of unrestricted
balance sheet resources.

RECOVERY PLAN ONGOING: MU's enrollment strategy for addressing
negative operating margins and rebuilding balance sheet resources
over a period of three years via enrollment growth appears
challenging yet reasonable based on a growing demand trend that
began in fall 2011.

What Could Trigger A Rating Action

FURTHER RESOURCE DETERIORATION: MU's inability to sustain growth
in enrollment related revenues would limit margin improvement and
pressure the rating.

Credit Profile

MU's fiscal 2012 margin based on draft statements is anticipated
to improve from fiscal 2011 - operating results, inclusive of
unrestricted contributions, partially receivable in future years,
are expected to be positive.  Compared to the 2012 budget, draft
operating results exceeded expected tuition (5.7% increase) and
auxiliary revenues (7.5% increase). During the school year, the
university received pledges of $5.3 million for unrestricted
contributions, of which $1 million was realized in fiscal 2012.
The remainder is expected to be realized in and beyond fiscal
2013.  MU's rating will be negatively pressured if audited 2012
results are materially weaker than initially expected.

MU's operations continue to feature relatively high tuition
discounting as a result of pricing concessions made for the 324
students that transferred to MU from Dana College (Dana), which
closed down in 2010.  Regular increases in tuition (4.8% for
fiscal 2013) and room and board charges (4.9% for fiscal 2013)
partially offset the discounting.  As the concessions for Dana
transfer students expire, discounting is expected to normalize to
about 50%, a level that Fitch views as still quite high.

The fiscal 2013 budget reflects a continuing negative operating
margin, which was previously forecasted by MU. However, Fitch
expects improved results as unrestricted contributions materialize
and expense controls continue to reduce operating deficits.  Based
on ongoing operational rebalancing efforts, MU projects that its
operating margin will return to break-even by fiscal 2014.  Noting
the magnitude of recovery required by MU, Fitch considers the
projection challenging to achieve in two years, despite the growth
in student generated fees and potential contributions supporting
fiscal 2013.

Demand Trend Positive

Based on current matriculations, MU expects enrollment growth in
fall of 2012 to be similar to or better than fall 2011.  MU had a
977 headcount for the 2011-2012 school year; in fall of 2011, MU
experienced one of the largest freshman classes in five years.
The university enrolled 366 new students, exceeding expectations
of 265 students by a large margin (38%).  For each of the past
three fall semesters, freshman class sizes have exceeded
expectations.  MU expects to enroll 1,300 students by fall of
2014; given the successes of fall 2011 and 2012, Fitch notes that
MU may be able to achieve its enrollment goal target by 2014.
MU's investment in its marketing and recruitment efforts in the
Omaha metropolitan market, strategic academic program initiatives
and expansion of its athletic programs are targeted at improving
the student experience and driving student demand.  MU's ability
to realize enrollment growth and maintain stable enrollment levels
is critical to improving its credit profile.

Meager Financial Cushion

MU's liquidity position remains extremely weak. Available funds,
defined as cash and investments not permanently restricted,
totaled negative $4.7 million at May 31, 2012, declining from
negative $1.5 million at May 31, 2011.  A reduction in available
funds was expected as the university drew upon reserves to manage
operating losses. MU received $1.5 million in a gift during fiscal
2012 that is restricted for scholarships.  MU also received $1
million of contribution pledges totaling $5.3 million during
fiscal 2012 and expects to use these unrestricted funds for
operations.  MU expects $2.5 million of the outstanding pledges to
be realized in fiscal 2013, which should diminish reliance on the
endowment for operational support.  MU borrowed $3.5 million
during fiscal 2012 from its permanently restricted endowment pool
($8.25 million as of May 2012) for operations, with repayment
scheduled to commence in fiscal 2014 from all available sources of
revenue.  MU remains extremely vulnerable to unexpected operating
events as it has a very limited cushion to withstand revenue and
or expenditure shocks. This underscores the university's need to
sustain a positive trend in both demand and student generated
revenues.

Debt Burden Remains High

MU's long-term debt of $19.6 million includes approximately
$17.5 million of fixed-rate bonds and $2.1 million of notes and
capitalized leases.  The lender of MU's largest note ($3.6
million) forgave half of the note in fiscal 2012, reducing the
outstanding payable to $1.8 million.  The note forgiveness was not
due to an inability to pay but a result of a proactive and
committed board with strong local ties.  While Fitch notes the
debt reduction favorably, debt burden remains high.  For fiscal
2012, annual debt service of $2.1 million amounted to nearly 10.7%
of unrestricted operating revenue, down from 14% previously.

Midland University, re-branded in 2010 from Midland Lutheran
College, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, and has
expanded its masters programs in education and professional
accounting to include business administration, in fall of 2012.
MU is affiliated with the Evangelical Lutheran Church in America.


NEWLEAD HOLDINGS: Receives NASDAQ Notification Letter
-----------------------------------------------------
NewLead Holdings Ltd. Receives NASDAQ Notification Letter
Regarding Minimum Market Value of Publicly Held Shares Rule

NewLead Holdings Ltd. disclosed that on Aug. 30, 2012 the Company
received a written notification from The NASDAQ Stock Market LLC
indicating that the Company is not in compliance with NASDAQ
Listing Rule 5450(b)(3)(C) for continued listing on The NASDAQ
Global Select Market because the Market Value of the Company's
Publicly Held Shares ("MVPHS") was below $15,000,000 for the
previous 30 consecutive business days.

In accordance with the NASDAQ Listing Rules, the Company has been
granted a 180-day compliance period to regain compliance with the
requirements of the NASDAQ Listing Rules.  The compliance period
for the MVPHS requirement ends on Feb. 26, 2013.  During the
compliance period, the Company's common shares will continue to be
listed and traded on The NASDAQ Global Select Market.

Pursuant to its discussions with the NASDAQ, the Company intends
to regain compliance with the MVPHS requirement by furnishing
updated information regarding the Company's principal stockholders
in a Form 6-K.  It is anticipated that the information in such
Form 6-K will show that the Company had maintained compliance with
the MVPHS requirement as of Aug. 29, 2012.

As of Aug. 29, 2012, the reference date for NASDAQ, we had
38,969,814 common shares that are expected to be considered as
Publicly Held Shares by the NASDAQ of the total 309,339,711 common
shares outstanding.

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.


NEWPAGE CORP: Wants to Formulate Ch. 11 Plan After Mediation
------------------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until Jan. 2,
2013, and Feb. 28, 2013, respectively.

On Aug. 13, the Debtors filed the Chapter 11 Plan.  The Debtors
relate that they will file their disclosure statement after the
mediation.

A hearing on Oct. 16, at at 2 p.m. has been set.  Objections, if
any, are due Oct. 9, at 4 p.m.

As reported in the Troubled Company Reporter on Sept. 6, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that NewPage Corp. is stuck between conflicting demands
from secured and unsecured creditors.

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

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

                        About NewPage Corp

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

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

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

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

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

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

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

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


NEWPAGE CORP: Verso Paper Merger Retreat Inflicts Bond Losses
-------------------------------------------------------------
Krista Giovacco and Charles Mead at Bloomberg News report that
NewPage Corp. bondholders, speculating the company needs no help
in boosting earnings in a hobbled paper market, have seen the
value of their holdings dwindle by $690 million since turning down
a buyout offer in May from a rival controlled by Leon Black.

The report relates that the largest U.S. coated-paper maker's
$1.77 billion of 11.375% notes due December 2014 fell 4.5 cents
Sept. 5 to 64 cents on the dollar.  A day earlier Verso Paper
Corp. said it ended merger discussions with the Miamisburg, Ohio-
based company.  That was the biggest drop since March and put the
bonds, which touched 60 cents, further below the estimated 103
cents Verso offered in May.

The report notes that NewPage, which filed for bankruptcy in
September after posting 11 straight quarterly losses, is
struggling to boost earnings as demand for coated paper has been
declining about 5% to 6% annually, according to Moody's Investors
Service.  First-lien bondholders have been negotiating a plan of
reorganization with the company after it said that unsecured
creditors are "hopelessly out of the money."

"First-lien holders should have taken that deal because the
recovery value down the road is both lower and riskier because
creditors will likely be compensated with a greater portion of
equity," Kevin Cohen, a New York-based analyst at Imperial Capital
LLC, said in a telephone interview.  "They probably misjudged
their negotiating power and the desperation, or the lack thereof,
of Verso."

According to the report, Verso ended attempts to negotiate an
acquisition with NewPage and its creditors, saying it would
instead focus on "internal growth projects," the company said in a
Sept. 4 statement.  New York-based buyout firm Apollo Global
Management LLC controlled by Black purchased Verso, a former unit
of International Paper Co., for $1.4 billion in August 2006.

                        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.


PACIFIC RIM: Reports $0.6 Million Net Loss in Fiscal 1st Quarter
----------------------------------------------------------------
On Sept. 7, 2012, Pacific Rim Mining Corp. reported its financial
and operating results for the three months ended July 31, 2012,
reporting a net loss of US$(.06) million, compared to net income
of US$0.2 million for the same period a year earlier.

According to the news release, the income recorded for Q1 2012 is
primarily a result of a gain on derivative liability of
US$1.0 million, related to changes in the fair value of common
stock warrants issued by the Company during recent private
placement financings.  "This unrealized income more than offset
the expenses incurred during Q1 2012, which led to the
comprehensive income of US$0.2 million recorded for the period.
During Q1 2013, the gain on derivative liability was
US$0.1 million, which was insufficient to offset the expenses
incurred during the period, the result being a comprehensive loss
for the period of US$(0.6) million."

Consolidated Statements of Financial Position and Consolidated
Statements of Loss and Comprehensive Loss for Q1 2013 were not
provided in the news release.

According to the news release, the Company has no source of
revenue, and will require additional cash to continue to fund
legal, exploration and administrative expenses.  "As at July 31,
2012, the Company has working capital deficit of US$(0.9) million,
has incurred losses since inception and has an accumulated deficit
of US$90.4 million.  The Company's ability to continue operations
and exploration activities as a going concern is dependent upon
its ability to obtain future financing.  The Company will need to
raise additional funds during fiscal 2013 to support exploration
and administration expenses as well as costs pertaining to the
Arbitration action.  While the Company has been successful in
obtaining financing in the past, there is no assurance that
sufficient funds will be available to the Company, or be available
on favourable terms in the future."

A copy of the news release is available at http://is.gd/IZMIgi

About Pacific Rim Mining

Based in Vancouver, British Columbia, Canada, Pacific Rim Mining
Corp. is an environmentally and socially responsible exploration
company whose business plans and management talent focus on high
grade, environmentally clean gold deposits in the Americas.
Pacific Rim's most advanced asset is the vein-hosted El Dorado
gold project in El Salvador, where the Company also owns several
grassroots gold projects.  The Company holds a joint venture
option on the Hog Ranch epithermal gold project in Nevada and is
actively pursuing additional exploration opportunities elsewhere
in the Americas.

Pacific Rim Mining Corporation's business activity is focused on
three main priorities: resolution of the El Dorado project
permitting impasse, exploration of the Hog Ranch gold project and
generation of new project opportunities.  The El Dorado project is
the subject of an arbitration claim (the "Arbitration") (more
thoroughly described in the Company's Q1 2013 MD&A and Fiscal 2012
MD&A) being heard at the International Center for the Settlement
of Investment Disputes ("ICSID") at the World Bank.  During
Q1 2013 the Arbitration was given permission by ICSID to proceed,
under the Investment Law of El Salvador, to its final phase
wherein the merits of the claim will finally be addressed at ICSID
headquarters in Washington, DC.  Notwithstanding the ongoing legal
action, the Company continues to seek a negotiated resolution to
the El Dorado permitting impasse and to resuming its advancement
of the El Dorado project.  The Company holds an option to earn a
65% interest in the Hog Ranch gold property in Nevada.  Based on
the results of a surface exploration program conducted over the
past year, during Q1 2013 the Company selected targets for, and
recently received a permit to conduct, a Phase 1 drill program on
the Hog Ranch property.

Pacific Rim's shares trade under the symbol PMU on the Toronto
Stock Exchange ("TSX") and on the OTCQX market in the US under the
symbol PFRMF.

For the fiscal year ended April 30, 2012, Pacific Rim recorded a
loss of US$1.8 million, compared to a loss of US$3.8 million for
the fiscal year ended April 30, 2011.

The Company's balance sheet at April 30, 2012, showed
US$6.9 million in total assets, US$1.8 million in total
liabilities, and shareholders' equity of US$5.1 million.


PAR PETROLEUM: Appoints New Board of Directors & Officers
---------------------------------------------------------
Par Petroleum Corporation disclosed that its predecessor Delta
Petroleum Corporation consummated its plan of reorganization on
Aug. 31, 2012.  The reorganized company, Par Petroleum, emerged
from Delta's bankruptcy with a substantially delevered balance
sheet.  Pursuant to Delta's plan of reorganization, $265 million
in long-term notes and substantially all other unsecured claims
were converted into the common stock of Par Petroleum.  Par
Petroleum's common stock will be publicly traded on the over-the-
counter (OTC) market under the trading symbol "PARR".  Par
Petroleum's only long-term debt is a $30 million delayed-draw term
loan, of which $13 million was drawn on Aug. 31, 2012.  Proceeds
of the facility provided funding on Aug. 31, 2012 to two trusts
for the payment of certain expenses relating to the administration
of the Delta bankruptcy case. Proceeds will also be used for
general corporate purposes.

In addition, in connection with the transactions consummated
pursuant to Delta's plan of reorganization, Par Petroleum
partnered with Laramie Energy II, LLC ("Laramie"), an oil and gas
operator.  Laramie and Par Petroleum each contributed their
respective assets in Mesa and Garfield counties, Colorado, to form
a new joint venture called Piceance Energy, LLC.  Laramie and Par
Petroleum hold 66.66% and 33.34% ownership interests in Piceance
Energy, respectively.  Subsequently, Piceance Energy entered into
a new $140 million credit agreement, and distributed approximately
$74.1 million to Par Petroleum and $24.8 million to Laramie.  The
distributions are subject to adjustment per the joint venture
transaction effective date of July 31, 2012.

To implement Par Petroleum's new vision and direction, ownership
has replaced the Company's former Board of Directors and has
installed a new management team.  In particular, five new
individuals (introduced below) have been appointed to serve as Par
Petroleum's Board of Directors, effective immediately, and the
Board has appointed a new management team for Par Petroleum, led
by John T. Young, Jr. as Par's Chief Executive Officer and R. Seth
Bullock as Par's Chief Financial Officer.  In addition, two
members of the new Board, Jacob Mercer and William Monteleone,
also will serve on the board of the joint venture Piceance Energy.

"I speak for the entire management team when I express my
excitement about joining Par Petroleum," said John T. Young, Jr.,
the new Chief Executive Officer.  "I am confident in Par's future,
and the Board and management team are looking forward to working
with our joint venture partner Laramie Energy II, LLC to rebuild
our energy business.  I believe that the Company's improved
capital structure and enhanced financial flexibility positions us
well within our industry."

As outlined in the Company's Third Amended Plan of Reorganization
as confirmed by the United States Bankruptcy Court on Aug. 16,
2012, the Board members were designated by the new principal
equity owners of Par.  Par's new Board is comprised of Messrs.
Jacob Mercer, William Monteleone, Michael Keener, L. Melvin Cooper
and Benjamin Lurie.

John T. Young, Jr. - Chief Executive Officer.  Delta appointed Mr.
Young as its Chief Restructuring Officer in November 2011, and
appointed him as Chief Financial Officer in July 2012. Mr. Young
also currently serves as Senior Managing Director at Conway
MacKenzie, Inc., which the Company retained in late 2011 to assist
with its strategic alternatives process.  Mr. Young has served as
Senior Managing Director at Conway MacKenzie, Inc. since December
2008.  Mr. Young has substantial knowledge and experience
providing restructuring advisory services, including interim
management and debtor advisory, litigation support, post-merger
integration, and debt restructuring and refinancing.  Mr. Young's
experience also includes serving in a multitude of advisory
capacities within the energy and oilfield services industries as
well as Lone Star Funds and KPMG Peat Marwick.  Mr. Young is a
Certified Public Accountant and received his BBA and MBA from
Baylor University.

R. Seth Bullock - Chief Financial Officer. Mr. Bullock currently
serves as a Director at Conway MacKenzie, Inc. and has served in
that capacity since joining Conway MacKenzie, Inc. in November
2011.  From May 2010 through November 2011, he served as Managing
Director at Kenmont Solutions Capital, a direct origination
mezzanine fund focused on middle market companies in the energy,
power and infrastructure sectors.  From July 2007 through May
2010, Mr. Bullock served as Analyst at Kenmont Investments
Management, a multi-strategy hedge fund focused on the energy,
power and transportation sectors.  Prior to Kenmont, he held
positions of increasing responsibility with Koch Capital Markets,
a division of Koch Industries, Inc.  Prior to Koch, Mr. Bullock
held positions of increasing responsibility with Arthur Andersen's
Global Energy Corporate Finance Group.  Mr. Bullock holds a BBA in
Finance from Loyola University, New Orleans.  He holds the
Chartered Financial Analyst (CFA) designation.

Jacob Mercer - Director. Mr. Mercer is a Senior Portfolio Manager
at Whitebox Advisors having joined them in 2007.  Previously, Mr.
Mercer worked for Xcel Energy (XEL) as Assistant Treasurer and
Managing Director.  Prior to that, he worked at Piper Jaffray as a
Senior Credit Analyst and Principal and at Voyageur Asset
Management as a Credit Analyst.  In addition, Mr. Mercer served as
a Logistics Officer in the United States Army.  Mr. Mercer holds a
BA in both Business Management and Economics from St. John's
University.  He holds the Chartered Financial Analyst (CFA)
designation.

William Monteleone - Director. Mr. Monteleone is an Associate at
Equity Group Investments (EGI) having joined in 2008.  Previously,
Mr. Monteleone worked for Banc of America Securities LLC where he
was involved in a variety of debt capital raising transactions,
including leveraged buyouts, corporate-to-corporate acquisitions
and other debt financing activities.  At EGI, he is responsible
for evaluating potential new investments and monitoring existing
investments.  In addition to Par Petroleum, Mr. Monteleone serves
on the Board of Directors of Wapiti Oil and Gas, LLC and Kuwait
Energy Company.  Mr. Monteleone graduated magna cum laude from
Vanderbilt University with a bachelor's degree.

Benjamin Lurie - Director. Mr. Lurie is an Associate at Equity
Group Investments (EGI) having joined in 2011.  Prior to joining
the firm, Mr. Lurie worked at Lurie Investments evaluating and
developing new and existing business opportunities ranging from
technology to services to real estate.  At EGI, Mr. Lurie is
responsible for evaluating potential new investments and
monitoring existing investments.  He holds a master's degree in
business administration from INSEAD, and a postgraduate
certificate from the United Nations University.  He received dual
BAs from the University of Wisconsin-Madison.  He holds the
Chartered Financial Analyst (CFA) designation.

Michael R. Keener - Director. Mr. Keener has over 30 years of
experience in the energy sector.  Since Jan. 2011, Mr. Keener has
served as a Principal of KP Energy, providing mezzanine debt,
private equity and direct asset ownership primarily with
exploration and production companies in North America.  Prior to
joining KP Energy, Mr. Keener worked as a Managing Director in the
energy team of Imperial Capital LLC from October 2009 until
December 2011.  From 2003 until their acquisition by Imperial
Capital in October 2009, Mr. Keener served as Principal and
Managing Director of Petrobridge Investment Management.  From 1981
to 2003, Mr. Keener served in a number of roles in Royal Dutch
Shell PLC including as Director and Vice President of Shell
Capital and Financial Advisor to Shell Offshore.  Mr. Keener also
has served on the Board of Directors of Dune Energy (DUNR) since
January 2012.  Mr. Keener holds a degree in Business
Administration from Bloomsburg University and a Masters of
Business Administration from Loyola University.

L. Melvin Cooper - Director. Mr. Cooper has over 25 years of
experience in various accounting and financial roles.  Currently,
Mr. Cooper serves as the Senior Vice President and Chief Financial
Officer of Forbes Energy Services Ltd (FES), a public company in
the energy services industry.  Prior to Forbes, Mr. Cooper served
as Senior Vice President and Chief Financial Officer of Cude
Oilfield Contractors, Inc.  From 2004 to 2006, Mr. Cooper served
as President of SpectraSource Corporation, a supplier of products
and services to the new home building industry.  Beginning in
1999, Mr. Cooper served as Senior Vice President and Chief
Financial Officer of Nationwide Graphics, a printing and supply
chain management company.  Prior to Nationwide Graphics, Mr.
Cooper served as President or Chief Financial Officer of various
companies involved in telecommunications, nutritional supplements,
water purification, scrap metal, drilling fluids, and natural gas
marketing.  Mr. Cooper also has served on the Board of Directors
of Flotek Industries, Inc. (FTK) since October 2010.  In 2011, Mr.
Cooper earned the Board Leadership designation from the National
Association of Corporate Directors.  Mr. Cooper received a degree
in accounting from Texas A&M University-Kingsville (formerly Texas
A&I) in 1975 and is a Certified Public Accountant (CPA).

In addition to its interest in Piceance Energy, Par Petroleum owns
an interest in the Point Arguello unit offshore California,
certain miscellaneous oil and gas assets and certain tax
attributes, including significant net operating losses.

                       About Delta Petroleum

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

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

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

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


PEAK RESORTS: Section 341(a) Meeting Scheduled for Wednesday
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of Peak Resorts,
Inc., on Sept. 12, 2012, at 10:00 a.m. at Syracuse, N.Y.  Proofs
of Claims are due by Jan. 28, 2013.  Government Proof of Claim is
due by Jan. 28, 2013.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Taps American Resort as Management Consultant
-----------------------------------------------------------
Peak Resorts, Inc., et al., ask the U.S. Bankruptcy Court for the
Northern District of New York for authority to employ American
Resort Management, LLC, as management consultant to the Debtors.

As management consultant, ARM will assist the Debtors with
management of the Debtors' operations.

ARM will provide these services:

  1. Auditing the Debtors' cash control and reporting policies and
     procedures and making recommendations to bring practices in
     compliance with the policies and procedures.  ARM will also
     be making recommendations to bring the policies and
     procedures in compliance with policies and procedures
     generally adopted and applied in the hotel and resort industy
     by businesses similar to the Debtors.

  2. Providing advice and counsel to the Debtors in preparation of
     monthly budgets as required by the DIP Agreement.

  3. Evaluating management and operations with the goal of
     increasing net cash flow from operations and providing
     recommendations for actions to be immediately implemented
     notwithstanding current resource constraints.

Upon information and belief, ARM does not hold any interest
adverse to the estates of the Debtors.

As compensation for its services, ARM will be paid $6,000 per
monthl plus reasonable and customary expenses.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: HLO Can Employ Starr Associates as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
has granted Hope Lake Investors, LLC, permission to employ Starr
Associates LLP as special counsel.  Specifically, Starr will
represent the Debtors in connection with preparation and filing of
the amended offering plan with the New York State Attorney
General's Office to allow a bulk sale of 246 condominium unites as
required by the FDIC.  The Amended Offering Plan is pursuant to
the Interim Order, entered Aug. 2, 2012, which authorizes the
Debtors to obtain post petition financing from the FDIC, on a
senior secured superpriority basis.

To the knowledge of Allen R. Kryger, managing member of HLI, Starr
does not hold any interest adverse to the estates of the Debtors
and has waived its claim for prepetition fees.

The Debtors have provided for the payment of a total of $3,000 for
fees, in the Debtors' budgets, to cover part of the expected fees
of said preparation and filing by Starr.  HLI will adjust its
budget to include the balance of the fees in the next budget and
will seek approval of said payment by the FDIC and the Bankruptcy
Court through the Debtor In Possession financing process.  All
fees and disbursement will be paid as an expense of administration
upon further application to the Court by Starr.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEREGRINE FINANCIAL: Files Schedules of Assets & Debts
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Peregrine Financial Group Inc. filed formal lists in
bankruptcy court last week showing assets of $270 million and
liabilities totaling $525.3 million.

According to the report, the list of liabilities shows unsecured
claims of $519.8 million, mostly owing to customers.  The
remainder of the debt is a few million each in secured claims and
unsecured claims entitled to priority in payment from assets that
don't belong to customers.

The report relates that the filing at the week's end gives a
picture of the funds the trustee located.  The largest slug of
assets is $249.5 million mostly held at banks and brokers.  The
lists don't break down what's customer property and what isn't.

The report notes that the largest component of cash and securities
is more than $100 million in segregated accounts at Jefferies
Bache LLC.  There is another $47.5 million in segregated accounts
at JPMorgan Chase Bank NA.  Assets also include $5.8 million in
government bonds.

Last week, the bankruptcy trustee for Peregrine started the
process of making a first distribution of $123 million to futures
customers from the $181 million in customer property in his
possession.  Customer property is that part of Peregrine's assets
that may be distributed only to customers.  There will be a
hearing on Sept. 12 in U.S. Bankruptcy Court in Chicago to
consider approval of the interim distribution.

                     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.


PHIL'S CAKE: Tampa's Alessi Bakeries Files to Halt Foreclosure
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Phil's Cake Box Bakeries Inc., operating in Tampa
under the fourth generation of the Alessi family, filed for
Chapter 11 protection last week to prevent the secured lender from
foreclosing on a production facility.

According to the report, the company, which generated $11.9
million in sales last year, purchased the plant just when the
economy faltered and sales declined.  Known as Alessi Bakeries,
the company listed assets of $20.8 million.  Liabilities include
$5.9 million owing to Zions National Bank, which was foreclosing.

The Bloomberg report discloses that there is another $3 million
owing to the Small Business Administration and $820,000 to trade
suppliers, according to court filings.

Phil's Cake filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-13635) in Tampa, Florida, on Sept. 5, 2012.


PHIL'S CAKE: Wants to Use Lenders' Cash Collateral
--------------------------------------------------
One day after filing for Chapter 11 relief, Phil's Cake Box
Bakeries, Inc., asked the Court for authority, both on an interim
and final basis, to use cash that constitute collateral to its
pre-bankruptcy creditors.

The Debtor said it needs access to the Cash Collateral to continue
operating its businesses or manage its financial affairs,
substantially in compliance with a budget.

At different times, the Debtor executed loan agreements in favor
of Southern Commerce Bank, N.A., Zions First National Bank,
Heritage Bank, and Colson Services Corp., as successor in interest
to the United States Small Business Association and the Florida
Business Development Corporation:

                             Amount Owed as of
     Lender                  the Petition Date
     ------                  -----------------
     Southern Commerce              $1,600,000
                             ($660,000 relates
                          to a line of credit)
     Zions                          $6,000,000
     Heritage                         $250,000
     Colson                         $3,000,000
     BankAtlantic                      $43,000

SCB asserts that it has a first priority position with respect to
accounts receivable and inventory.

According to the Debtor, Zions may assert that it has perfected
first position mortgage lien on the Debtor's Eagle Trail Facility,
including any fixtures, including freezers and associated
equipment located at the property.  The Debtor asserts that Zions
does not assert a lien on Cash Collateral.

Heritage may assert that it has perfected first position mortgage
liens on certain real property located in the vicinity of the
Debtor's retail facility.  The Debtor asserts that Heritage does
not assert a lien on Cash Collateral.

Colson may assert that it has perfected junior liens and security
interest in the Eagle Trail Facility, including fixtures and
equipment.  The Debtor asserts that Colson does not assert a lien
on Cash Collateral.

BankAtlantic may assert liens on and security interests in certain
items of equipment located at 1009 and 1017 N. Excelda Avenue.
The Debtor asserts that BankAtlantic does not assert a lien on
Cash Collateral.

According to a cash flow forecast, the Debtor expects to burn
$217,270 in the next four weeks through Sept. 29, for, among other
things, payment of salaries and wages, equipment leases,
utilities, taxes, and interest under the SCB loans.

In exchange for the use of Cash Collateral, the Debtor proposes to
provide the Secured Creditors with replacement liens identical in
extent, validity and priority as such liens existed on the
Petition Date.  As additional adequate protection to SCB, the
Debtor proposes to pay SCB on a monthly basis accrued interest on
(i) the line of credit obligation; and (ii) the commercial loan
obligation, Loan Number x125.

SCB has filed in the case docket a Notice of Consent to Entry of
Agreed Interim Bridge Order Authorizing Use of Cash Collateral.

There's a hearing Sept. 13 at 10:45 a.m. in Tampa Bankruptcy Court
on the Debtor's request to use cash collateral.  The Court will
also consider at the hearing the Debtor's request to pay
prepetition salaries, wages and benefits.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Sec. 341 Creditors' Meeting Set for Oct. 5
-------------------------------------------------------
The United States Trustee in Tampa, Florida, will convene a
Meeting of Creditors under 11 U.S.C. Section 341(a) in the Chapter
11 case of Phil's Cake Box Bakeries, Inc., on Oct. 5, 2012, at
9:30 a.m. at Tampa, FL (861) - Room 100-B, Timberlake Annex, 501
E. Polk Street.

Proofs of claim are due in the case by Nov. 19.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PINNACLE AIRLINES: Former Silver Airways Exec. Named SVP and CFO
----------------------------------------------------------------
Pinnacle Airlines Corp. has named Curtis J. Berchtold as senior
vice president and chief financial officer.  Mr. Berchtold was
previously CFO at Silver Airways in Fort Lauderdale, Fla.  His
start date has yet to be determined.

"We're excited to welcome Curt to the executive leadership team,"
said Pinnacle Airlines president and CEO John Spanjers.  "He
brings vast experience in airline operational and financial
planning and analysis, and will take on a central role in
Pinnacle's ongoing turnaround efforts."

Mr. Berchtold succeeds Ted Christie, who resigned as Pinnacle's
CFO in March.

"I look forward to joining the experienced team of aviation
professionals at Pinnacle and contributing to a successful
reorganization and future growth," Mr. Berchtold said.

Prior to his previous role as CFO for Silver Airways, Berchtold
served as CFO at Corsair Aviation, as well as interim vice
president of planning for Mesa Air Group during its restructuring.
Berchtold earned a Bachelor of Business Administration in Finance
from the University of Texas, Arlington and an MBA in Finance and
Marketing from Indiana University.

The term of his agreement establishes the initial annual base
salary of Mr. Berchtold at $250,000, subject to review on an
annual basis.  Mr. Berchtold is eligible to participate in the
Company's Annual Incentive Plan, and will participate in the
Company's Long-Term Incentive Program.  The Agreement provides
that Mr. Berchtold is eligible to participate in the same benefit
programs that the Company provides to its other employees or
executive employees.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PRECISION DRILLING: S&P Cuts Rating on Senior Secured Debt to 'BB'
------------------------------------------------------------------
Standard & Poor's Rating Services lowered its issue-level rating
on Calgary, Alta.-based Precision Drilling Corp.'s senior
unsecured debt to 'BB' from 'BB+'. "At the same time, Standard &
Poor's revised its recovery rating assigned to the senior
unsecured debt to '5' from '4'. The 'BB+' long-term corporate
credit rating and stable outlook are unchanged," S&P said.

"The rating action follows the US$300 million increase in the
company's senior secured committed credit facility, which ranks
senior to the rated debt, and now accounts for about 80% of our
estimated enterprise value at the time of our simulated default
for the company in 2017. As a result, we estimate the value
remaining to cover the unsecured debt in a default scenario has
decreased to about 12% of our estimated default enterprise value,"
S&P said.

"Although our recovery analysis estimates diminished recovery
prospects for senior unsecured debtholders, we believe the
increased availability under its revolving credit facility has
bolstered Precision's near-term liquidity position," said Standard
& Poor's credit analyst Michelle Dathorne. "As the company
continues to replace its lower value tier 3 drilling rigs with the
higher complexity tier 1 and 2 rigs, we expect it will use the
availability under its credit facility to bridge its cash flow
shortfall. Despite our expectations of increasing debt throughout
our 2012-2014 rating forecast period, we believe Precision's
financial risk profile should continue to support the 'BB+'
rating," Ms. Dathorne added.

"The ratings on Precision reflect Standard & Poor's opinion of the
company's participation in the cyclical and highly volatile
oilfield services sector, the diminished cash flow generation
profile associated with the persistently weak outlook for
conventional natural gas exploration and production, and
Precision's capital structure. We believe that offsetting these
weaknesses are the company's good cost management, the size and
geographic diversification of its drilling and service rig fleet,
and the large number of rigs with deep drilling capabilities in
the U.S. and Western Canada Sedimentary Basin (WCSB) markets," S&P
said.

"Precision operates in North America's principal oil and gas
basins, notably the WCSB. The company also has land rigs in
several high-growth markets in the U.S. With its current fleet
consisting of 348 drilling rigs in Canada and the U.S., eight rigs
in its international operations, 190 service rigs, and 19 snubbing
units, Precision has one of North America's largest land drilling
rig fleets. Although we expect the pace of tier 1 and 2 rig
additions will lag the decommissioning of the company's tier 3
rigs, we believe the company will retain its market leading
position in the WCSB," S&P said.

"The stable outlook reflects Standard & Poor's expectation that
Precision will maintain its financial risk profile, specifically
its cash flow protection metrics, at levels we view as appropriate
for the 'BB+' rating. We believe the company's accelerated pace of
rig new buildactivity indicates a shift away from its historically
moderate financial policies, because we expect this will generate
negative free cash flow during our forecast period as Precision
spends to reconfigure its rig fleet. In our opinion, the company
should be able to temper possible market share erosion as it
replaces its tier 3 rigs with the higher complexity tier 1 and 2
rigs, which are better suited to develop unconventional oil and
gas resources. Based on the long-term contracts in place, we
expect Precision should be able to maintain its fully adjusted
funds from operations (FFO)-to-debt above 35%. In our view, the
debt and cash-flow generation underpinning this metric supports
the 'BB+' rating. If operating cash flow falls below our
expectations, and FFO-to-debt decreases below 35%, we would lower
the rating to 'BB'. We believe capital spending will remain
elevated through our 2012 and 2013 forecast period, so we do not
expect the company will be able to reduce debt levels and move its
financial risk profile into the intermediate category, which would
be required to support a 'BBB-' rating. Nevertheless, if Precision
can maintain its fully adjusted FFO-to-debt in the 45%-50% range
in a midcycle industry environment, we would raise the rating,"
S&P said.


RADIOSHACK CORP: Closing Date of Joint Venture Moved to Oct. 15
---------------------------------------------------------------
A subsidiary of RadioShack Corporation entered into an amendment
letter to that certain agreement, dated June 6, 2012, with a
direct wholly-owned subsidiary of SMS Marketing Service (Asia)
Co., Ltd., an affiliate of Hon Hai Precision Industry Co. Ltd.
The Amendment Letter extends the proposed closing date of the
Joint Venture Agreement to Oct. 15, 2012, and, in certain
circumstances, Nov. 15, 2012.

A copy of the Joint Venture Agreement is available for free at:

                        http://is.gd/06ztGm

                          About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012 were roughly $4.4 billion.

Radioshack's balance sheet at June 30, 2012, showed $2.08 billion
in total assets, $1.38 billion in total liabilities and $704.6
million in total stockholders' equity.

                            *     *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RCS CAPITAL: ABC Learning Out of Creditors Committee
----------------------------------------------------
On Dec. 1, 2011, Ilene J. Lashinsky, U.S. Trustee for Region 14,
appointed a 3-member committee of unsecured creditors in the
bankruptcy case of RCS Capital Development, L.L.C., et al.  In its
ruling of June 7, 2012, the Court granted summary judgment in
favor of the debtor, RCS Capital Development, LLC, and against
unsecured creditor ABC Learning Centres Limited and ABC
Development Learning Centres (USA) Inc. and held that the claims
of ABC were deemed paid in full.  In light of that ruling, the UST
has determined that ABC should be removed from the Committee.

In view of the foregoing, the UST has reconstituted the unsecured
creditors committee, which will consist of:

      1. William Dutton
         3801 E. Coolidge
         Phoenix, AZ 85018
         Tel: (602) 677-2700

      2. Kenneth Krynski
         c/o Scott Brown
         Lewis and Roca LLP
         40 N. Central Avenue, 19th Floor
         Phoenix, AZ 85004
         Tel: (602) 262-5321

                        About RCS Capital

RCS Capital Development, LLC, et al., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 11-28746) on Oct. 12, 2011.  Michael W.
Carmel, Esq., at Michael W. Carmel, Ltd., in Phoenix, Ariz.,
represents the Debtor as counsel.

RCS's bankruptcy schedules reflect assets of US$57,038,210, of
which the largest is a judgment in the approximate amount of
US$57,000,000 against ABC Learning Centres Ltd., an Australia-
based operator of childcare centers.  RCS's bankruptcy schedules
reflect liabilities of approximately of US$47,169,203, the most
significant of which is the disputed US$41,000,000 claim of ABC.

Judge Randolph J. Haines presides over RCS's case.

RCS had various contractual relationships with ABC that resulted
in litigation in Maricopa County.  That litigation resulted in a
US$50 million jury verdict against ABC and judgment (worth
US$56,456,732 as of Nov. 15, 2011).  Liquidators for ABC filed for
recognition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware about two weeks
after RCS obtained its verdict.  Judge Kevin Gross entered an
order on Nov. 16, 2010, that recognized the Chapter 15 proceeding.

ABC liquidators contended in papers filed in Delaware that RCS
violated the Chapter 15 order by continuing actions in Nevada to
seize property in which the liquidators claimed an interest.  At a
hearing in U.S. Bankruptcy Court in Delaware on Oct. 4, 2011, the
liquidators asked Judge Gross to rule that RCS violated the
automatic stay.  The liquidators also wanted RCS to be held in
contempt, directed to return property and assessed with punitive
damages.  Judge Gross concluded the Oct. 4, 2011 hearing and said
he would rule later.

As reported by the Troubled Company Reporter on Oct. 17, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that perhaps hoping to preclude Judge Gross from handing down an
unfavorable ruling, RCS filed its own Chapter 11 petition on
Oct. 12, 2011, in Phoenix.

The Debtor's Fourth Amended Plan of Reorganization provides that
City of North Las Vegas, holder of a $293,000 secured claim, will
receive proceeds from the sale of property in West Ann Road, in
North Las Vegas.  The remaining proceeds of the property,
estimated to be worth not less than $500,000, will be paid for the
claims of other classes.  With respect to Hill Crest Bank, a
secured creditor, the Debtor would convey to Hill Crest the
properties at South Valley View, and Simmons Properties to Hill
Crest.  Unsecured creditors other than ABC Learning Centres are
impaired although they are expected to be paid in full using the
remaining proceeds from the Ann Road Sale the Debtor's profit
participation in the property at East Russell Road, in Las Vegas.
ABC Learning's unsecured claim is unimpaired under the Plan.
Owners of the Debtor will retain their equity interests.


RESIDENTIAL CAPITAL: Foreclosure Review Could Cost Up to $250MM
---------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
Residential Capital LLC said it may cost $250 million for
PricewaterhouseCoopers LLP to complete a government-mandated
review of the mortgage servicer's home-foreclosure practices.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

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

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


REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 78.33 cents-on-the-dollar during the week ended Friday,
Sept. 7, 2012, a drop of 0.35 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
750 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Feb. 15, 2017, and carries Moody's Caa1
rating and Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 181 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


REYNOLDS GROUP: Moody's Lowers CFR/PDR to 'B3'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Reynolds Group Holdings Limited
("RGHL") to B3 from B2. The ratings outlook is stable. Additional
instrument ratings are detailed below.

Moody's took the following rating actions:

Reynolds Group Holdings Limited

- Downgraded Corporate Family Rating to B3 from B2

- Downgraded Probability of Default Rating to B3 from B2

The ratings outlook is stable.

Reynolds Group Holdings Inc

- Downgraded EUR 80M Senior Secured Revolving Credit Facility
   due 11/5/2014 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $120M Senior Secured Revolving Credit Facility
   due 11/5/2014 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $2,000M Senior Secured Term Loan due 8/9/2018 to
   B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $2,325M Senior Secured Term Loan due 2/9/2018 to
   B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded EUR 250M Senior Secured Term Loan due 2/9/2018 to
   B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer (Luxembourg) S.A.,

- Downgraded US $1,500M 7.875% Senior Secured Notes due
   8/15/2019 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $1,125M 7.750% Senior Secured Notes due
   10/15/2016 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded EUR 450M 7.750% Senior Secured Notes due 10/15/2016
   to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $1,500M 7.125% Senior Secured Notes due
   04/15/2019 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $1,000M 6.875% Senior Secured Notes due
   02/15/2021 to B1 (LGD 2, 27%) from Ba3 (LGD 2, 27%)

- Downgraded US $2,241.033M 9.875% Senior Unsecured Notes due
   8/15/2019 to Caa2 (LGD 5, 79%) from Caa1 (LGD 5, 79%)

- Downgraded US $8.95M 9.875% Senior Unsecured Notes due
   8/15/2019 to Caa2 (LGD 5, 79%) from Caa1 (LGD 5, 79%)

- Downgraded US $1,000M 8.500% Senior Unsecured Notes due
   05/15/2018 to Caa2 (LGD 5, 79%) from Caa1 (LGD 5, 79%)

- Downgraded US $1,500M 9.000% Senior Unsecured Notes due
   04/15/2019 to Caa2 (LGD 5, 79%) from Caa1 (LGD 5, 79%)

- Downgraded US $1,000M 8.250% Senior Unsecured Notes due
   02/15/2021 to Caa2 (LGD 5, 79%) from Caa1 (LGD 5, 79%)

Beverage Packaging Holdings (Lux) II S.A.

- Downgraded EUR 480M 8.000% Senior Notes due 12/15/2016 to Caa2
   (LGD 5, 79%) from Caa1 (LGD 5, 79%)

- Downgraded EUR 420M 9.5% Sr. Subordinated Notes due 06/15/2017
   to Caa2 (LGD 6, 96%) from Caa1 (LGD 6, 96%)

Pactiv Corporation

- Downgraded US $300M 8.125% Bonds due 06/15/2017 to Caa2 (LGD
   6, 94%) from Caa1 (LGD 6, 94%)

- Downgraded US $250M 6.400% Notes (approximately $16M
   outstanding) due 01/15/2018 to Caa2 (LGD 6, 94%) from Caa1
   (LGD 6, 94%)

- Downgraded US $276.79M 7.950% Bonds due 12/15/2025 to Caa2
   (LGD 6, 94%) from Caa1 (LGD 6, 94%)

- Downgraded US $200M 8.375% Notes due 04/15/2027 to Caa2 (LGD
   6, 94%) from Caa1 (LGD 6, 94%)

Ratings Rationale

The downgrade of the corporate family rating to B3 from B2
reflects pro-forma credit metrics that are below forecasted levels
and an expectation that future improvement may proceed more slowly
than originally projected. Pro-forma debt to EBITDA is above 6.5
times and debt to revenue above 120% while free cash flow remains
minimal relative to debt. RGHL has been negatively impacted by the
soft economy, production inefficiencies at Graham and competition
and one or more of these factors is expected to continue to drag
on operating performance over the intermediate term. As outlined
in the press release dated August 1, 2011, RGHL's credit metrics
were stressed from a series of debt financed acquisitions and had
little room for any negative variance in operating performance.

The B3 corporate family rating reflects RGHL's weak pro-forma
credit metrics, integration risk and limited operating history for
the combined entity. The rating and outlook also reflect the
company's lengthy raw material cost pass-through provisions,
concentration of sales within certain segments and
acquisitiveness/financial aggressiveness. Additionally, the
company has a complex capital and organizational structure and is
owned by a single individual. RGHL is still integrating a large
acquisition (Graham Packaging in September 2011) and remains
acquisitive. The company has only been operating as a combined
entity since 2007 and approximately 20.0% of pro-forma revenues
are from Graham.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage of
blue-chip customers. The company has strong brands and market
positions and there are some switching costs for customers in
certain segments. Many of RGHL's businesses had a history of
strong execution and innovation prior to their acquisition and
much of the existing management teams were retained. Scale, as
measured by revenue, is significant for the industry and helps
RGHL lower its raw material costs. The company also has high
exposure to food and beverage packaging. RGHL also currently has
adequate liquidity with approximately $1.2 billion in cash on
hand.

The rating outlook is stable reflecting an expectation that credit
metrics will improve modestly, but remain within the rating
category over the horizon.

The rating could be downgraded if there is a deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if debt to EBITDA increases to above 7.0
times, EBIT to interest expense declined below 1.0 time, and free
cash flow to debt remained below 1.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
RGHL would need to improve debt to EBITDA to below 6.3 times, EBIT
to interest expense to at least 1.4 times and free cash flow to
debt to above 3.5% while maintaining the EBIT margin in the high
single digits.

The principal methodology used in rating RGHL was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.


REYNOLDS GROUP: S&P Lowers CCR to 'B' on Low Earnings Growth
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Reynolds Group Holdings Ltd. and its subsidiaries to 'B'
from 'B+'. "We also lowered the issue-level ratings on the
company's senior secured debt to 'B+' from 'BB-', and lowered the
issue level ratings on its unsecured debt to 'CCC+' from 'B-'. The
'2' and '6' recovery ratings, which remains unchanged, reflect our
expectation for substantial (70% to 90%) recovery and negligible
(0% to 10%) recovery, respectively, in the event of a payment
default. The outlook is stable," S&P said.

"The downgrades reflect Reynolds' still highly leveraged financial
profile and lack of earnings growth and debt reduction to the
extent we previously expected," said credit analyst Liley Mehta.
"The ratings on Reynolds reflect Standard & Poor's assessment of
the company's business risk profile as 'strong' and financial risk
profile as 'highly leveraged'."

"The outlook is stable. We expect credit measures to strengthen to
the appropriate 6.5x we consider consistent with the rating. We
could lower the ratings if Reynolds does not consistently generate
positive free operating cash flow, or if liquidity erodes
significantly, or if it were in danger of violating financial
covenants. We could also lower the ratings if the company
undertakes another large, debt-financed acquisition, which causes
debt leverage to increase significantly," S&P said.

"For us to consider a downgrade, EBITDA margins would have to
deteriorate to about 17% on sales declines of 5% or more, based on
our view of the company's adjusted debt levels. This would result
in debt leverage of 7.5x or more. Cash flow could weaken to less
than we currently anticipate if deteriorating economic conditions
cause a significant slowdown in consumer spending or the company
experiences heightened competition in any of its businesses or if
raw material prices rise so sharply that the company is unable to
pass on its higher costs to customers," S&P said.

"Reynolds' current very aggressive financial policies and high
debt leverage make an upgrade unlikely at this time. If earnings
growth and debt reduction improved credit measures such that total
debt-to-EBITDA was 6x, and funds from operations-to-total adjusted
debt was 10% on a sustained basis, we could consider an upgrade.
This would require the company to both improve operating results
in the current difficult operating environment and to pursue its
growth objectives in a manner that does not stretch the balance
sheet," S&P said.


ROUNDY'S SUPERMARKETS: S&P Cuts CCR to 'B' on Weak Credit Metrics
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Milwaukee-based Roundy's Supermarkets Inc., including the
corporate credit rating to 'B' from 'B+'. The outlook is stable.

"The downgrade comes after weaker-than-expected operating trends
in the second quarter as a result of increased price competition
and effective marketing programs from competitors. We expect these
factors will lead to weaker performance and further credit metric
deterioration," S&P said.

"The rating on Roundy's reflects our view of the company's
business risk profile as 'weak,' which we revised from 'fair,'"
S&P said.

"This change incorporates that weak economic conditions and new
entrants into the industry, particularly discounters, will
increase competition and weaken the company's operating
performance and market presence," explained Standard & Poor's
credit analyst Charles Pinson-Rose. "This is somewhat offset by
the company's relatively good presence in its local markets. We
view Roundy's financial risk profile as 'highly leveraged,' based
on forecasted credit ratios."

"Roundy's second-quarter operating trends, highlighted by a same-
store sales decline of 3.3% and an EBITDA deterioration of about
7.6%, were below our expectations and weaker than most industry
peers,' added Mr. Pinson-Rose. For the remainder of 2012, we
anticipate further profit declines as the company takes price
investments as a result of competitors more aggressive pricing
strategies and marketing campaigns -- leading to lower sales and
operating margins," S&P said.

"The outlook is stable. This incorporates expected profit declines
and credit metric deterioration, but we believe credit ratios will
remain appropriate for the financial risk assessment and rating
category. We also expect Roundy's to maintain adequate liquidity
and generate positive discretionary cash flow. If the operating
declines are meaningfully worse than expected and EBITDA was
near $180 million, leading to leverage in the high-6x area and
EBITDA coverage of interest below 2x, we would likely consider a
lower rating. This could occur in 2012 if total revenue increased
1%, gross margins contracted 50 bps, and operating and
administrative expenses increased about 3.2%," S&P said.

"Conversely, given the company's operating trajectory and industry
conditions, we do not expect to consider a higher rating in the
near term. However, if it could improve leverage to the low-5x
area and coverage to the mid-2x area, we may consider a positive
rating action. For that to occur, EBITDA would need to improve to
about $235 million, which we do not view as likely in the near
Term," S&P said.


SAAB CARS: Creditors Demand Info on Ally's $61-Mil. Claim
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that creditors of Saab
Cars North America Inc. asked a Delaware bankruptcy judge
Wednesday for an order forcing Ally Financial Inc. to disclose
documents relating to the lender's $61 million claim and its
seizure and sale of 900 vehicles, saying repeated requests have
met with little success.

Bankruptcy Law360 relates that according to the motion filed by
SCNA's official committee of unsecured creditors, says Ally has
failed to produce all the documents the committee needs to
evaluate the claim and has not provided any information regarding
the disposition of the sale proceeds.

                      About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAN BERNARDINO: City Council Approves Emergency Budget
------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that San Bernardino,
Calif.'s city council on Wednesday passed an emergency budget that
cuts 30 percent of the city's expenses and aims to slice
$16.4 million off this year's expected $45 million budget
shortfall that sent the city into Chapter 9 protection.

                       About San Bernardino

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

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

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

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


SAN BERNARDINO: Rust Consulting Approved Claims and Noticing Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the City of San Bernardino, California, to employ Rust
Consulting/Omni Bankruptcy, a Division of Rust Consulting, Inc.,
as claims, noticing and balloting agent.

As reported in the Troubled Company Reporter on Aug. 28, 2012, the
Debtor related that its potential creditor pool is vast, with
over 200,000 people residing in the City and with over 5,000
parties expected to be on mailing matrix.  Given the size of
the City's mailing matrix, it would be impracticable and
inefficient for the City and the Court to undertake the task of
sending notices to the creditors and other parties-in-interest.

Rust Omni will function as claims, noticing and balloting agent
to, among other things, serve as the Court's notice agent to mail
notices to the Debtor's creditors and parties.

                       About San Bernardino

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

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

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

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


SEDONA DEVELOPMENT: Specialty Trust Wants Ch. 11 Trustee
--------------------------------------------------------
Specialty Mortgage Corporation, secured creditor and party in
interest, as servicer for Specialty Trust, Inc. and others in the
Chapter 11 cases of Sedona Development Partners, LLC, and The Club
At Seven Canyons, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to appoint a Chapter 11 trustee in the
Debtors' cases.

Specialty Mortgage, in its motion, says that cause exist in the
appointment of a trustee because of the Debtors' inability to
confirm a plan, Debtors' mismanagement and defaults in
administering these estates, and upon information and belief,
misappropriation of assets.

Specialty Mortgage adds that the disintegrating features on the
golf course, and ruined areas from unsupervised and uncontrolled
cart use, attest to Debtors' failures that are clearly diminishing
the value of the estate as a whole.

Specialty is represented by:

         Andante Law Group of Daniel E. Garrison, PLLC
         Scottsdale Financial Center I
         4110 North Scottsdale Road, Suite 330
         Scottsdale, AZ 85251
         Tel: (480) 421-9449
         Fax: (480) 522-1515
         E-mail: joe@andantelaw.com

                 - and -

         Kristi A. Katsma
         Dickinson Wright, PLLC
         500 Woodward, Suite 4000
         Detroit, MI 48226-3425
         Tel: (313) 223-3180
         Fax: (313) 223-3589
         E-mail: kkatsma@dickinsonwright.com

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.

A Sept. 4 hearing has been set to consider approval of the
disclosure statements explaining the competing plans for debtors
Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC.  One plan was filed by Specialty Mortgage and the second was
filed by the Debtors.


SKY GROWTH: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Sky
Growth Acquisition Corporation, doing business as Par
Pharmaceutical Companies, Inc., including a B2 Corporate Family
Rating. Moody's also assigned a senior secured rating of B1 and a
senior unsecured rating of Caa1. The rating outlook is stable.

The ratings are being assigned in conjunction of the buyout of Par
by TPG Capital, L.P. At the close of the transaction, the ratings
being assigned to Sky Growth will be applicable to Par
Pharmaceutical Companies, Inc. as these entities are merged.

Ratings assigned:

B2 Corporate Family Rating

B2 Probability of Default Rating

B1 [LGD 3, 33%] Senior secured revolving credit facility of $150
million expiring 2017

B1 [LGD 3, 33% Senior secured term loan of $980 million due 2019

Caa1 [LGD 5, 86%] Senior unsecured notes of $490 million due
2020

"Par's B2 rating reflects a niche portfolio of specialized generic
products, offset by high financial leverage and somewhat limited
revenue diversity compared to other generic drug companies,"
stated Michael Levesque, Moody's Senior Vice President.

Ratings Rationale

Par's B2 rating reflects its niche position in the US generic
pharmaceutical market, where it ranks 5th behind four
substantially larger and more diverse players. Par's specialty is
likely to remain its extended release formulations which are less
commodity-like than typical generic products, attracting fewer
competitors and better pricing dynamics. Par's pipeline contains
numerous upcoming launches, and like other generic companies Par
will benefit from a plethora of upcoming patent expirations on
branded products. The company has a good history of generating
gross profit and positive operating cash flow, and its quality
track record has been strong to date. Offsetting these strengths,
Par's leverage is expected to remain approximately 5 times. This
level is high given less revenue diversity than generic
pharmaceutical peers, as well as the operating risks of the
sector. Among these are high hurdles for FDA manufacturing
standards, causing significant disruption for many of Par's peers.
Moody's expect that Par will remain acquisitive. While additional
revenue diversity would benefit the credit profile, leverage may
remain elevated.

The rating outlook is stable, reflecting Moody's expectation for
steady growth in revenue and EBITDA through new product launches,
but continuation of relatively high financial leverage. Moody's
could upgrade Par's ratings if debt/EBITDA appears sustainable
below 4.0 times and if revenue diversity improves. This scenario
could emerge with ongoing launches of new generic products,
reduction in debt levels while pursuing disciplined business
development. Conversely, Moody's could downgrade the ratings if
leverage is sustained above 6.0 times. Such a scenario could arise
with a significant debt-financed acquisition or a major business
disruption.

The principal methodology used in rating Par Pharmaceutical
Companies 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.

Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical
Companies, Inc. is a specialty generic and branded pharmaceutical
company operating primarily in the United States. The company
reported $926 million of total revenues in 2011.


SOLYNDRA LLC: Judge Clears to Poll Creditors on Chapter 11 Plan
---------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that failed solar
power equipment maker Solyndra LLC September 7 won court approval
to poll creditors on the Chapter 11 plan that will wrap up its
final affairs after reaching a truce with the U.S. Department of
Energy, a major creditor.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOLYNDRA LLC: Reaches Deal on Payment of Tax Consulant Fees
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation consenting Solyndra LLC, et al.'s use of cash
collateral.

The stipulation entered among the Debtor, tax consultants -- Duff
& Phelps, LLC, and Versatax Consulting, Inc., and DIP Lender AEP
DIP 2011, LLC, provides that:

   -- the lender agrees that if and to the extent Duff and
      Versatax obtain a recovery, by cash or otherwise, for the
      benefit of the Debtors' estates, they may recover payment of
      their outstanding fees and expenses from any cash and other
      benefits that they may generate for the Debtors' estates
      subject to the terms of any Court order entered in the cases
      authorizing the retention of Duff and Versatax; and

   -- the payment would only affect the rights of the DIP lender
      who would have a lien over any proceeds generated by Duff
      and Versatax's efforts.

In this relation, the use of cash collateral will be pursuant to
the Court's final order dated Sept. 27, 2011, authorizing the
Debtors to (i)(i) obtain postpetition secured financing and (ii)
utilize cash collateral; (iii) granting liens and superpriority
administrative expense status.  The Court amended the Sept. 27 DIP
order on Feb. 22, 2012, and again on June 18, 2012.

A copy of the motion and the stipulation is available for free at
http://bankrupt.com/misc/SOLYNDRA_stipulation.pdf

                        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.


SOUTHEAST BANKING: Ch. 11 Trustee Seeks Case Conversion
-------------------------------------------------------
BankruptcyData.com reports that the Chapter 11 trustee assigned to
the Southeast Banking case filed with the U.S. Bankruptcy Court a
motion to convert the Chapter 11 case to a liquidation under
Chapter 7.

The trustee states, "Undeterred, the Trustee has continued to
pursue alternative investors for the past three years, but has
been unable to procure a viable alternative investor to date.
Thus, given the inability to consummate the confirmed plan or
proceed with an alternative equity infusion transaction, the
Trustee now seeks to convert this case back to Chapter 7, as the
most economical and appropriate vehicle for final resolution of
this case."

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPRINGLEAF FINANCE: Fitch Affirms Junk Rating on Sr. Unsec. Debt
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and senior unsecured debt ratings of Springleaf Finance
Corporation (Springleaf) at 'CCC'.  Fitch also affirms the
preferred stock ratings of AGFC Capital Trust I at 'C/RR6'.
Finally, Fitch has withdrawn the 'CCC' IDR assigned to Springleaf
Finance, Inc. as the entity no longer exists.

The rating affirmations are based upon Springleaf's continued weak
operating performance, which limits upward rating momentum.  The
company continues to report operating losses as margins remain
depressed and overall asset quality metrics, while moderately
improving, remain at relatively high levels.  Fitch does not
expect the current volume of originations will be sufficient to
overcome continued margin pressure in the immediate term.

Fitch's affirmations are also based upon Springleaf's progress
implementing a longer term funding plan.  As of June 30, 2012, the
company had approximately $1.3 billion of liquidity generated from
proceeds from operations and securitizations completed during
2012.  In addition, Springleaf generated $736 million of
additional proceeds from another securitization transaction
completed in August 2012.  However, Fitch remains concerned with
approximately $1.8 billion of upcoming debt maturities in 2013, as
current cash resources will be used to satisfy debt maturities for
the remainder of 2012.  The repayment of debt for 2013 will
largely be dependent on the successful execution of securitization
or other funding activities during the remainder of 2012 and 2013.
Fitch believes there is material execution risk associated with
this plan, and barring meaningful access to the capital markets
over the next several months, Springleaf may have insufficient
flexibility to address its near-term maturities.

Fitch expects credit costs will continue to pressure
profitability, as delinquencies have stabilized, but remain
elevated at 6.48% at June 30, 2012.  Fitch acknowledges
Springleaf's efforts to restructure its operations to move
collections of 60+ mortgage delinquencies to a centralized
process, which helped to stabilize asset quality metrics over the
last year.  However, a weak economic environment, high
unemployment and depressed real estate values are expected to
weight on the nonprime customer, thus preventing meaningful credit
improvement in the near term.

Leverage, as measured by debt to equity, is high relative to the
risk characteristics of the balance sheet. Balance sheet leverage
increased marginally to 8.98x at June 30, 2012, compared to 8.80x
one-year prior as Springleaf's equity base was reduced by
operating losses.  Fitch does not anticipate material improvement
in leverage over the near term at Springleaf, as operating losses
will continue to hamper its equity base.

Rating Drivers and Sensitivities

Positive rating momentum could be driven by the stabilization of
operating performance resulting in a return to profitability, an
improvement in asset quality performance, successful execution of
securitization or other funding activities during the remainder of
2012 and 2013, and a substantial reduction in leverage to
previously targeted levels.

Conversely, substantial deterioration of the unencumbered
portfolio leading to further losses would likely generate negative
rating momentum or may result in notching the senior unsecured
rating below the current IDR.  Should liquidity be insufficient to
repay upcoming debt maturities, resulting in a debt restructuring
this would likely lead to a restricted default on the IDR and all
classes of debt.

Fitch has affirmed the following ratings:

Springleaf Finance Corp.

  -- Long-term IDR at 'CCC';
  -- Senior unsecured debt at 'CCC/RR4'.

AGFC Capital Trust I

  -- Preferred stock at 'C/RR6'.

Fitch has withdrawn the following rating as the entity no longer
exists:

Springleaf Finance, Inc.

  -- Long-term IDR withdrawn at 'CCC'.


SUPERVALU INC: Store Closure No Impact on Moody's 'B3' CFR
----------------------------------------------------------
Moody's Investors Service said that SUPERVALU INC.'s announcement
that it will close approximately 60 underperforming or non-
strategic stores this fiscal year including 38 in its retail food
reporting segment and 22 Save-A-Lot locations will not affect
SUPERVALU's B3 corporate family rating or its negative outlook.

The last rating action on SUPERVALU, INC. was a downgrade of the
company's corporate family rating and probability of default
rating to B3 and change in outlook to negative on July 19, 2012.

The principal methodology used in rating SUPERVALU 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.

SUPERVALU, INC., headquartered in Eden Praire, Minnesota, is the
country's third largest supermarket chain. SUPERVALU operates
1,101 traditional supermarket stores under the Acme, Albertson's,
Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Shaw's,
Shop'n Save, Shoppers Food & Pharmacy and Star Market banners. The
company also conducts its retail food business through a total of
1,136 hard-discount Save-A-Lot food stores, including 939 Save-A-
Lot stores operated by licensee owners. Additionally, the
company's independent business provides supply chain services,
primarily wholesale distribution to approximately 1,950 stores of
independent retail customers in addition to its own stores.


TERRABON INC: Files for Chapter 7 Bankruptcy Protection
-------------------------------------------------------
Houston Bioenergy Company Terrabon Files for Chapter 7 Bankruptcy
Protection

Terrabon, a Houston-based bioenergy company, has filed for
bankruptcy protection under Chapter 7 of the Federal bankruptcy
laws.  Under Chapter 7 proceedings, the company's operations cease
and a trustee will be tasked with liquidating the company's assets
for the benefit of creditors.

"It is with great disappointment we disclosed Terrabon has been
unable to obtain additional financing and must suspend
operations," said Gary Luce, CEO of Terrabon.  "This is a sad day
for Terrabon's employees, partners, suppliers and vendors who
never wavered from their robust support of our company and the
technology we deeply believe in. We want to thank them and convey
how deeply we appreciate their steadfast loyalty during our
journey to become an additional source of alternative energy for
the United States."

Despite the increasing market excitement about Terrabon and its
award-winning MixAlco(R) technology platform that converts low-
cost, readily available, non-food, non-sterile biomass into
renewable drop-in transportation fuels such as gasoline and jet
fuel, the company could not obtain additional corporate funding to
finish developing and engineering its first commercial-scale
plant.

Suspension of operations resulted in lay-offs of approximately 60
full-time employees, effective with the bankruptcy filing.

                          About Terrabon

Terrabon, Inc. -- http://www.terrabon.com/-- is a bioenergy
technology company formed in 1995 to commercialize technologies
developed by the Texas Engineering Experiment Station, a member of
the Texas A&M University System. Terrabon planned to deploy these
cutting-edge technologies through licensing and joint venture
arrangements.


THOR INDUSTRIES: Sept. 17 Hearing on Tennessee Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
according to Thor Industries, LLC's case docket, will convene a
hearing on Sept. 17, 2012, at 9 a.m., to consider the agreed order
authorizing the Debtor's use of Tennessee State Bank's cash
collateral.

As reported by the Troubled Company Reporter on May 24, 2012,
Judge Marcia Phillips Parsons authorized Thor Industries to use
TSB's cash collateral to fund general ongoing business operations
in accordance with a budget.

To secure the aggregate amount of all Cash Collateral used by the
Debtor, Tennessee State Bank is granted (i) a replacement lien and
security interest on all of the Prepetition Collateral and (ii) an
additional postpetition lien and security interest, junior only to
any valid and presently existing liens or security interests, in
the property of the estate.

Prior to the petition date, Thor Industries entered into a Loan
Agreement with Tennessee State Bank to continue the development of
Mountain Cove Marina, a related RV park, and a related campground
facility, all located in Campbell County, Tennessee, on Norris
Lake.  In addition, certain property known as the Hickory Bluff
Marina was pledged as additional Collateral to secure the loan of
Tennessee State Bank and to insure the United States Department of
Agriculture long-term financing of the development project.  As of
March 30, 2012, the total debt owing by Thor Industries to
Tennessee State Bank was $8,471,899 while the appraised value of
the Collateral of the development was $11,875,000.

Thor Industries said it needs the cash collateral for the payment
of its operating budgets and one additional capital expense.  Thor
Industries said it has no present alternative borrowing source
from which it could secure additional funding to operate it
business.  Without the authority to use cash collateral, Thor
Industries said it will be unable to continue its business
operations and propose a plan of reorganization.  Thor Industries
said it will be seriously and irreparable harmed, resulting in
significant losses to the Debtor's estate and its creditors.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.  The petition was
signed by R. Steven Williams, Sr., chief manager.


TONGJI HEALTHCARE: Had $25,000 Net Loss in Second Quarter
---------------------------------------------------------
Tongji Healthcare Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $24,868 on $744,256 of total
operating revenue for the three months ended June 30, 2012,
compared with a net loss of $84,228 on $594,672 of total operating
revenue for the same period a year ago.

The Company reported a net loss of $128,622 on $1.4 million of
total operating revenue for the six months ended June 30, 2012,
compared with a net loss of $22,885 on $1.2 million of total
operating revenue for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed
$13.7 million in total assets, $13.8 million in total liabilities,
and a stockholders' deficit of $133,691.

The Company has negative working capital of $11.8 million, an
accumulated deficit of $710,363, and a stockholders' deficit of
$133,691 as of June 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/9lbndY

About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

As reported in the TCR on April 18, 2012, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about Tongji
Healthcare Group's ability to continue as a going concern,
following the Company's results for the year ended Dec. 31, 2011.
The independent auditors noted that the Company has negative
working capital of $9.8 million, an accumulated deficit of
$581,741, and a stockholders' deficit of $5,161 as of Dec. 31,
2011.


TRIAD GUARANTY: Asks for Amendments to Insurance Dept. Order
------------------------------------------------------------
Under the terms of a Corrective Order issued by the Illinois
Department of Insurance in 2009, Triad Guaranty Inc.'s mortgage
insurer subsidiary, Triad Guaranty Insurance Corporation, is
required to hold assets to support its Deferred Payment Obligation
liability in a separate account pursuant to a custodial
arrangement.  As of Aug. 31, 2012, the aggregate amount of the DPO
liability exceeded the cash and invested assets of TGIC that were
available for segregation in a separate account.  Accordingly,
TGIC was not in compliance with this provision of the Order as of
Aug. 31, 2012.

As previously reported, TGIC has asked the Department to amend,
modify or otherwise waive compliance with this provision of the
Order.  In addition, TGIC has also requested that the calculation
of the carrying charge on the DPO prescribed in the Order be
amended to limit the amount to a maximum equal to the actual
aggregate net investment income that TGIC earns rather than an
amount based on the effective rate earned by TGIC on its
investments.  The Company believes that neither proposed amendment
affects the intent of the Order or TGIC's ability to continue to
make payments consistent with its current practice.

In response to TGIC's requests for these modifications to the
Order, the Department has scheduled a public hearing on Sept. 10,
2012, and invited TGIC and its policyholders to provide testimony
regarding these proposed amendments to the Order.  In addition,
the Department has also invited TGIC and its policyholders at the
hearing to provide testimony as to whether TGIC should be
permitted to continue to run-off its existing book of insurance
business or whether the Department should implement a different
regulatory approach.

TGIC's failure to comply with the provisions of the Corrective
Order or any other violation of the Illinois Insurance Code may
result in the imposition of fines or penalties or subject TGIC to
further legal proceedings, including the institution by the
Department of receivership proceedings for the conservation,
rehabilitation or liquidation of TGIC.  In addition, the
Department retains the inherent authority to institute those
proceedings against TGIC for any reason and TGIC has previously
agreed not to contest the taking of any such actions.  Any such
actions would likely lead the Company to institute a proceeding
seeking relief from creditors under U.S. bankruptcy laws, or
otherwise consider dissolution of the Company.  The Company cannot
predict whether the Department will approve the Order amendments
that TGIC has requested or what action the Department may take as
a result of the public hearing or otherwise.

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.

The Company reported a net loss of $107.77 million in 2011,
compared with net income of $132.09 million in 2010.

The Company's balance sheet at June 30, 2012, showed $848.02
million in total assets, $1.61 billion in total liabilities and a
$771.39 million deficit in assets.

                           Going Concern

The Company has prepared its financial statements on a going
concern basis under GAAP, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the
normal course of business.  However, there is substantial doubt as
to the Company's ability to continue as a going concern.  This
uncertainty is based on, among other things, the possible failure
of Triad to comply with the provisions of the Corrective Orders
and the Company's ability to generate enough income over the term
of the remaining run-off to overcome its $771.4 million deficit in
assets at June 30, 2012.

                         Bankruptcy Warning

The positive impact on statutory surplus resulting from the second
Corrective Order has resulted in Triad reporting a policyholders'
surplus in its SAP financial statements of $230.3 million at
June 30, 2012, as opposed to a deficiency in policyholders'
surplus of $801.5 million on the same date had the second
Corrective Order not been implemented.  While the implementation
of the second Corrective Order has deferred the institution of an
involuntary receivership proceeding, no assurance can be given
that the Department will not seek receivership of Triad in the
future and there continues to be substantial doubt about the
Company's ability to continue as a going concern.  The Department
may seek receivership of Triad based on its determination that
Triad will ultimately become insolvent, if Triad fails to comply
with provisions of the Corrective Orders, or for other reasons.
If the Department seeks receivership of Triad, TGI could be
compelled to institute a proceeding seeking relief from creditors
under U.S. bankruptcy laws, or otherwise consider dissolution of
the Company.  The consolidated financial statements that are
presented in this report do not include any accounting adjustments
that reflect the financial risks of Triad entering receivership
proceedings or otherwise not continuing as a going concern.


UNIGENE LABORATORIES: G. Mayes Named Pres. and General Counsel
--------------------------------------------------------------
The Board of Directors of Unigene Laboratories, Inc., appointed
Mr. Gregory T. Mayes, previously employed by the Company as its
Vice President, Corporate Affairs and General Counsel pursuant to
an Employment Agreement dated Sept. 12, 2010, to the offices of
President and General Counsel.  Additionally, Mr. Mayes has been
appointed as a director of the Company to fill a vacancy on the
Board, as of Sept. 5, 2012.

The Company and Mr. Mayes entered into a First Amendment to
Employment Agreement, dated as of the Effective Date, with respect
to his appointment.

Pursuant to the Amendment, as President and General Counsel, Mr.
Mayes will have responsibility for all aspects of the Unigene
Biotechnologies Business Unit, all legal oversight and
administration of the Company's day to day business operations as
well as those duties and responsibilities as may be assigned to
him from time to time by the Chief Executive Officer of the
Company or the Board.

Also pursuant to the Amendment, on the Effective Date Mr. Mayes
was granted options to purchase 600,000 shares of the Company's
common stock, exercisable at the closing price per share on the
Effective Date.  One-third of those shares will vest and become
exercisable on the six-month anniversary of the Effective Date,
one-third will vest and become exercisable on the twelve-month
anniversary of the Effective Date and one-third will vest and
become exercisable on the eighteen-month anniversary of the
Effective Date, provided that Mr. Mayes remains continuously
employed by the Company from the Effective Date through those
dates.

Effective as of Sept. 5, 2012, the Company amended its By-laws to
delete all references to the office of "President" and replace
those references with "Chief Executive Officer", the office
currently held by Mr. Ashleigh Palmer.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to September
30, 2012," the Company said in its quarterly report for the period
ended June 30, 2012.  "As a result, we will be in default under
the financing agreement, which would result in the full amount of
our debt owed to Victory Park becoming immediately due and
payable.  Even if we are able to raise cash and maintain a minimum
cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNITED AMERICAN: Had $1.6 Million Net Loss in Second Quarter
------------------------------------------------------------
United American Petroleum Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $1.6 million on $189,403 of total
revenue for the three months ended June 30, 2012, compared with
net income of $182,701 on $42,398 of total revenue for the same
period last year.

For the three months ended June 30, 2012, the Company accrued
interest expense in the amount of $2.2 million related to
outstanding note payables and a gain on embedded derivatives of
$835,467.  This compares to accrued interest expense in the amount
of $73,778 and a gain on embedded derivatives of $503,366 for the
three months ended June 30, 2011.

The significant increase in our net loss between the comparable
periods was directly related to the increase in interest expense
for the three months ended June 30, 2012.

For the six months ended June 30, 2012, the Company had a net loss
of $5.7 million on $280,290 of total revenue, compared with a net
loss of $2.1 million on $77,286 of total revenue for the
corresponding period in 2011.

The Company's balance sheet at June 30, 2012, showed $2.1 million
in total assets, $725,680 in total liabilities, and stockholders'
equity of $1.4 million.

The Company has incurred a net loss and negative operating cash
flows since inception through June 30, 2012.  "These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-Q is available at http://is.gd/lLISRb

Austin, Tex.-based United American Petroleum Corp. is an
exploration company engaged in the acquisition, exploration,
development and production of oil and gas properties.  Its
principal business is the acquisition of leasehold interests in
petroleum and natural gas rights, either directly or indirectly,
and the exploitation and development of properties subject to
these leases.  Its primary focus is to develop its properties that
have potential for near-term production.  The Company also
provides operational expertise for several third-party well owners
out of its operation base in Austin, Texas.  It currently has
proved reserves in the State of Texas.

                        *     *     *

MaloneBailey, LLP, in Houston, Tex., expressed substantial doubt
about United American Petroleum's ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficit.


USG CORP: Fitch Affirms 'B-' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has affirmed USG Corporation's (NYSE: USG) ratings,
including the company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

The revision of the Outlook to Stable reflects Fitch's expectation
of improving profitability this year and in 2013, driven by a
modest growth in demand and improvement in wallboard prices.
Overall U.S. construction spending was strong during the first
seven months of the year, advancing 9.3% compared with the same
period last year.  Spending was particularly robust for private
commercial and residential construction, which grew 21% and 10.3%,
respectively.  USG's wallboard shipments have grown nearly 17%
during the first half of 2012 compared with the same period last
year.  More importantly, significant pricing increases implemented
by the company and the industry in early 2012 have so far held up.

The Stable Outlook also reflects USG's strong liquidity position.
As of June 30, 2012, the company had $745 million of liquidity
comprised of $405 million of cash, $74 million of short-term
marketable securities, $54 million of long-term marketable
securities and $212 million of availability under its revolving
credit facilities.  While Fitch expects the company will continue
to be free cash flow (FCF) negative, Fitch anticipates USG's
liquidity position will remain healthy during the next 12-18
months.  Fitch currently projects USG's overall liquidity will be
between $650 million and $700 million by year-end 2012 and
approximately $550 million to $600 million at the end of 2013.
USG has no major debt maturities until 2016, when $500 million of
senior notes become due.

USG markets its products primarily to the construction industry,
with approximately 21% of the company's 2011 net sales directed
toward new residential construction, 23% derived from new non-
residential construction, 53% from the repair and remodel segment
(commercial and residential) and 3% from other industrial
products.

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.

Fitch projects home improvement spending will increase 4.5% in
2012 and grow 4% in 2013.  Growth patterns in the intermediate
term are likely to be below what the industry experienced during
the previous housing boom and the early part of the past decade
due to the slower growth in the U.S. economy and only moderately
better housing market conditions.

The fundamentals of the U.S. commercial real estate (CRE) market
turned positive during second-half 2011, and the improvement has
continued in 2012.  The increase in demand, coupled with the low
levels of new commercial construction in recent years, has fueled
strong new commercial construction activity so far this year.
Growth in new commercial construction activity will likely
moderate during the second half of 2012 due to the slower growth
in the U.S. economy, lingering problems of key European economies,
and continued challenges in the CRE capital markets.  Fitch
currently projects private nonresidential construction will expand
13.1% in 2012 and 5% in 2013.

While Fitch is currently projecting some improvement in the
construction sector during 2012 and 2013, this level of activity
is unlikely to result in much of an improvement in wallboard
demand and industry capacity utilization rates.  Fitch projects
industry wallboard shipments will increase in the low- to mid-
single-digit percentage range during 2012.

Last year, major manufacturers announced that they were
eliminating the practice of job quotes in 2012.  In the past, job
quotes provided pricing protection for customers, particularly for
large projects.  However, this practice also limited the
effectiveness of price increases implemented by manufacturers.
Most manufacturers announced that they are implementing a 30%-35%
increase in wallboard prices effective in 2012.

The manufacturers' pricing increases appear to be holding up.
During the first quarter of 2012, USG reported a 19.5% year-over-
year increase in average wallboard price.  The strong growth in
pricing continued during the second quarter, as USG reported an
18.4% year-over-year increase.  Additionally, its average
wallboard price grew $1.66 per thousand square feet, or 1.3%,
sequentially from the first quarter of 2012 to the second quarter
of 2012.  USG's average wallboard price has gained roughly $27.68
per thousand square feet, or 26.5%, from the trough reported
during the first quarter of 2008.

While the company's operating results and credit metrics remain
weak, USG has reported meaningfully higher EBITDA for the latest
12 month (LTM) period ending June 30, 2012 compared with the low
levels achieved during the past four years.  Fitch-calculated
EBITDA for the LTM period ending June 30, 2012 was $184 million
compared with $65 million during 2011 and $51 million during 2010.
Debt to EBITDA improved to 12.6x during the June 30, 2012 LTM
period from 35.4x during 2011. Interest coverage is currently at
0.9x compared with 0.3x during 2011.  Fitch expects the company's
leverage will decline below 9x and its interest coverage will be
above 1x during fiscal 2012.  Fitch anticipates these credit
metrics will improve further in 2013.

Future ratings and Outlooks will be influenced by broad economic
and construction market trends, as well as company specific
activity, particularly free cash flow trends and liquidity.

USG's ratings are currently constrained in the near term due to
the company's heavy debt load and high leverage.  However, a
positive rating action may be considered if the company improves
its revenue and profitability levels, leading to consistent debt
to EBITDA levels at or below 7x and interest coverage above 1.5x
while maintaining at least $500 million of liquidity.

On the other hand, a negative rating action may be considered if
the projected improvement in the construction market does not
materialize, leading to lower profitability and total liquidity
falling below $300 million.

Fitch has affirmed the following ratings for USG:

  -- IDR at 'B-';
  -- Secured bank credit facility at 'BB-/RR1';
  -- Senior unsecured guaranteed notes at 'B+/RR2'.

In addition, Fitch has revised the following ratings for USG:

  -- Senior unsecured notes to 'B-/RR4' from 'CCC/RR5';
  -- Convertible senior unsecured notes to 'B-/RR4' from
     'CCC/RR5'.

These revisions reflect a change in Fitch's estimation of USG's
distressed enterprise value.  Fitch believes that in the case of
USG, it is likely that the company will reorganize in a default
scenario as it did in 1993 and 2001 when the company filed for
bankruptcy protection.  Under this methodology, Fitch used a
discounted mid-cycle EBITDA estimate and applied a multiple to
determine the distressed enterprise value.  Fitch had previously
used the 'Liquidation Value Approach' in estimating the value that
would be available to creditors and others in a default scenario.
This approach involved discounting the book value of balance sheet
assets of the company.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million
secured revolving credit facility indicates outstanding recovery
prospects for holders of this debt issue.  Fitch's 'RR2' on USG's
unsecured guaranteed notes indicates superior recovery prospects.
(Currently, $659 million of unsecured notes are guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Fitch's 'RR4' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates average
recovery prospects for holders of these debt issues.


VALEANT PHARMACEUTICALS: S&P Retains 'BB' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Montreal-based pharmaceutical
company Valeant Pharmaceuticals International Inc.'s proposed $1
billion term loan B due 2019. "The '1' recovery rating reflects
our expectation of very high (90%-100%) recovery in the event of
payment default," S&P said.

"At the same time, we assigned our 'BB-' issue-level rating and
'5' recovery rating to wholly owned subsidiary Valeant
Pharmaceuticals International's proposed $2.25 billion of senior
unsecured notes due 2020-2022. The '5' recovery rating reflects
our expectation of modest (10%-30%) recovery in the event of
payment default," S&P said.

"All other ratings, including the 'BB' corporate credit rating,
remain unchanged. The company will use proceeds from the term loan
and unsecured note issuances to fund the $2.6 billion acquisition
of Medicis Pharmaceutical Corp. (unrated). The remaining proceeds
will be used to fund smaller tuck-in acquisitions and product
rights purchases," S&P said.

"The rating reflects our belief that Valeant remains committed to
a 'significant' financial risk profile. The rating affirmation on
Sept. 5, 2012 was based on a modest increase in adjusted pro forma
leverage, which we calculate at approximately 4.5x. We believe the
company will use its strong cash flows to reduce leverage to less
than 4x within one year, in line with their stated financial
policy of keeping leverage at 4x or less (per the credit agreement
calculation). At this time, we view the acquisition as neutral to
our view that Valeant has a 'fair' business risk profile. Our
consideration of Valeant's business risk profile as fair reflects
the benefits of a broader product portfolio, geographic
diversification, and expanded pipeline it has achieved through
multiple acquisitions over the past two years. 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. We
believe the benefits of the acquisition are offset by the
potential for integration issues with Medicis and the potential
challenges of managing a very large portfolio of small products
given the high acquisition activity. In our opinion, the high
level of acquisition activity increases the possibility that
integration issues could jeopardize our base-case scenario," S&P
said.

RATINGS LIST

Valeant Pharmaceuticals International Inc.
Corporate Credit Rating               BB/Stable/--

New Ratings

Valeant Pharmaceuticals International Inc.
$1 bil term loan B due 2019           BBB-
   Recovery Rating                     1

Valeant Pharmaceuticals International
Senior Unsecured
  $2.25 bil nts due 2020-2022          BB-
   Recovery Rating                     5


VALENCE TECHNOLOGY: Gets OK to Use Cash Collateral Until Dec. 31
----------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas signed an agreed order between Valence
Technology Inc., and Berg & Berg Enterprises, LLC, relating to the
Debtor's use of cash collateral.

On July 12, 2012, the Court entered a final order authorizing the
Debtor's use of cash collateral.

Pursuant to an agreed order extending the use of the cash
collateral, the lender consents to the Debtor's use of cash
collateral to continue its ordinary course of business operations
and maintain the value of its bankruptcy estate until Dec. 31,
2012, unless extended under the terms of the final order.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender adequate
protection liens on all of the Debtor's assets, a superpriority
administrative expense claim status, subject to carve out on
certain expenses.

As reported by the Troubled Company Reporter on July 16, 2012,
Valence said it needs additional financing to maintain operations.
Valence wants to use cash collateral while a loan is being
negotiated.

Robert Kanode, president and CEO, said in a court filing, "To meet
its current liquidity requirements, Valence needed additional
financing, either in the firm of debt or equity, to fund its
operating and capital needs.  Due to its historical operating
results and its high level of existing debt, as well as other
factors, Valence has so far been unable to secure the financing it
needs."

From $16 million in 2010, revenue climbed to $46 million in fiscal
2011.  Revenue in fiscal 2012 was slightly down to $44 million.
Although it has expanded its customer base and increased its
revenue, it has experienced operating losses in the current and
prior fiscal years.  There's also a third party loan in the amount
of $3 million in principal and interest maturing on July 31, 2012.

Valence said its cash and cash equivalents were insufficient to
fund its operating and capital needs, and thus was forced to seek
bankruptcy protection.  The Debtor owes $35 million in loans to
affiliates of chairman Carl Berg, about $34 million in interest on
those loans, and $3 million on a third-party loan.  The company
also owes about $9 million on two series of convertible preferred
stock held by Berg affiliates and has $11 million in trade debt
and accrued expenses.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.


VIVARO CORP: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Banrk.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012.  The Debtor is
represented by Frederick E. Schmidt, Esq., at Hanh V. Huynh, Esq.,
at Herrick, Feinstein LLP.  See
http://bankrupt.com/misc/nysb12-13810.pdf

Vivaro filed for Chapter 11 bankruptcy protection with six other
related companies, including Kare Distribution Inc.

Stephanie Gleason at Dow Jones Daily Bankruptcy Review reports
that Vivaro said on its Website the business is "profitable and
cash-flow positive."  It didn't provide a reason for entering
Chapter 11.

The report relates Vivaro in February announced "aggressive
expansion plans" that included new products for customers in
10 states.  "We are enhancing our offering and our presence; we
are committed to maintaining the number one position as the
provider of preference for long distance solutions.  Through our
distributor partnerships and our direct distribution network, we
are confident that we will meet our objectives," the report quotes
Vivaro President Gustavo M. de la Garza Ortega as stating.

The report adds the expansion was part of an 18-month plan to
"double Vivaro's presence and volume" in the U.S.

Vivaro Corp. provides voice communications services between Mexico
and the U.S.  The Company sells prepaid calling cards to Hispanic
customers in the U.S., under the Digame, Mi Carnal, El Chavo and
Eroika brands.


VOICE ASSIST: William Osmundsen Named New CFO and Treasurer
-----------------------------------------------------------
The Board of Directors of Voice Assist, Inc., appointed William
Osmundsen to serve as the Company's Chief Financial Officer and
Treasurer.

Mr. Osmundsen is a business financial professional with over 30
years of experience with both public and private companies.  From
July to September 2012, Mr. Osmundsen has served as Controller for
the Company.  For the past 10 years, Mr. Osmundsen has maintained
a consulting business which provides financial management services
to private and public companies in various industries.  Mr.
Osmundsen is a Certified Public Accountant (Inactive) in the State
of California.

The Company has entered into an Employment Agreement with Mr.
Osmundsen, effective as of Sept. 1, 2012.  Mr. Osmundsen will
receive a monthly base salary of $6,000.  He is eligible for an
increase of $2,000 in his Base Salary when the Company's cash flow
permits such an increase.  The Agreement also provides to Mr.
Osmundsen an option to purchase 300,000 shares of the Company's
common stock at an exercise price of $1.00 per share.  If, during
the term of the Agreement, Mr. Osmundsen is terminated by the
Company, Mr. Osmundsen will be entitled to an amount equal to his
Base Salary up to the date of the termination.

Donna Moore resigned from her position as CFO, Treasurer and
Secretary of Voice Assist, effective on  Aug. 31, 2012.  Ms.
Moore's resignation was not related to any disagreement or dispute
with the Company's management or the members of the Board of
Directors of the Company.

On Sept. 6, 2012, Mr. Donald Sutherland resigned from his position
as a director of the Company, effective immediately.  Mr.
Sutherland's resignation was not related to any disagreement or
dispute with the Company's management or the members of the Board.

On Sept. 1, 2012, the Board appointed Michael Metcalf, the
Company's Chief Executive Officer, as Secretary of the Company.

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

In the auditors' report accompanying the annual report for the
year ended Dec. 31, 2011, Mantyla McReynolds LLC, in Salt Lake
City, Utah, expressed substantial doubt about Voice Assist's
ability to continue as a going concern.  The independent auditors
noted that the Company has working capital deficits and has
incurred losses from operations and negative operating cash flows
during the years ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $1.31 million
in total assets, $860,454 in total liabilities and $449,812 in
total stockholders' equity.


WALLDESIGN INC: Wants Until Oct. 30 to Propose Chapter 11 Plan
--------------------------------------------------------------
Walldesign Inc., asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive periods to file and
solicit acceptances for the proposed chapter 11 plan until
Oct. 30, 2012, and Dec. 31, respectively.

This is the Debtor's second request for exclusivity extension.
The Debtor explains that it needs additional time to wind down its
affairs and address the remaining matters/issues in the cases.  In
this regard, the debtor has been evaluating potential claims it
may have against the Debtor's insider, Michael R. Bello, and
others.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.




WATERLOO RESTAURANT: Romano's Macaroni Acquires Four Franchisees
----------------------------------------------------------------
Romano's Macaroni Grill disclosed that it entered into a
definitive agreement to purchase four Romano's Macaroni Grill
locations from franchisee, Waterloo Restaurant Ventures, Inc.

Three of the restaurants are located in the Bay Area of San
Francisco, while the fourth is in the Seattle area.

With the completion of this acquisition, Romano's Macaroni Grill
parent company will own and operate 186 Romano's Macaroni Grill
restaurants in the United States.

"With the acquisition of these four restaurants, we gain a strong
company-owned footprint in the Bay Area and the Pacific
Northwest," said Norman Abdallah, Chief Executive Officer and
President of Romano's Macaroni Grill.  "It's a great opportunity
for us to establish our brand presence in these dynamic markets."

Waterloo Restaurant Ventures, Inc. filed for relief under Chapter
11 of the United States Bankruptcy Code.  The acquisition by
Romano's Macaroni Grill parent company originated in public
auction.  Closing is anticipated to occur at the end of September
2012.  The Waterloo employees will be offered positions within the
Romano's Macaroni Grill organization.

                    About Waterloo Restaurant

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to pursue
a sale of the business.  The Debtor has 12 stores are in
California, Oregon and Washington.  The Italian-style casual
dining chain said there was a "dramatic decrease in sales in the
majority of the franchises" the company owns.  Some were
generating negative cash flows from operations.

Judge Barbara J. Houser presides over the case.  Waterloo is
represented by Rochelle McCullough, LLP.  In its schedules,
Waterloo listed $22,912,226 in total assets and $17,455,176 in
total liabilities.

As of April 5, 2012, the Office of the U.S. Trustee has not
appointed an official committee of unsecured creditors.


WBG-PSS MERGER: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default Ratings to WBG-PSS Merger Sub Inc. the
company acquiring the Payless ShoeSource retail business of
Collective Brands Inc. (B1/Review for Downgrade) and assigned a B1
rating to WBG-PSS' proposed $275 Million senior secured term loan.
The rating outlook is stable. The assigned ratings are subject to
the completion of the transaction and Moody's review of final
documentation.

On May 1, 2012, Collective announced it had agreed to be acquired
by a consortium comprised of Wolverine World Wide (Ba3/stable),
Blum Capital Partners and Golden Gate Capital in a transaction
valued at approximately $2.0 billion. At closing, Wolverine will
acquire Collective's Performance + Lifestyle Group and WBG-PSS
will acquire the global Payless ShoeSource business. Proceeds from
the proposed term loan and equity from Blum Capital and Golden
Gate will be used to fund their portion of the acquisition price.

Upon consummation of the transaction, WBG-PSS will be merged with
and into Collective Brands, Inc with Collective as the surviving
entity and the borrower. At that time, Moody's expects that it
will resolve the review for downgrade of Collective Brands Inc.'s
existing ratings and then withdraw those ratings once the
acquisition is concluded.

Ratings assigned:

WBG-PSS Merger Sub Inc:

- Corporate family rating at B2

- Probability of default rating at B2

- $275 million dollar senior secured term loan due 2019 at B1
   (LGD 3, 41%)

The ratings outlook is stable.

Ratings Rationale

WBG-PSS's B2 Corporate Family Rating takes into consideration
Payless' recent trends of positive same store sales and improved
operating margins at its domestic business, which reflects the
benefit of the company's decision to return to its value-oriented
focus to drive sales with its core customer. This initiative has
significantly driven down markdowns compared to last year when it
took high markdowns on higher priced product that did not resonate
with its customer. The B2 CFR reflects the company's high
financial leverage following the acquisition with debt/EBITDA
(incorporating Moody's standard analytical adjustments) in excess
of 6 times, the still low operating margins of its domestic
Payless ShoeSource business and a strained economic situation for
its core customer base. The rating is supported by the company's
good overall liquidity profile, as Moody's expects the company
will remain cash flow positive and will have access to a $250
million (unrated) asset based revolver. The ratings take into
consideration Payless still strong brand equity notwithstanding
recent operating challenges, its scale in the footwear retail
segment, and a meaningful and growing international presence.

The stable outlook reflects Moody's expectation the company will
be able to continue its recent positive operating trends over the
course of 2012 following strained results in 2011 and that the
company will maintain a good liquidity profile. There is no scope
for any acquisitions or shareholder friendly activities in the
current rating.

The B1 rating assigned to the company's term loan facility
reflects the lift it receives from the sizeable amount of
operating leases and trade payables in the capital structure as
well as its first lien position on substantially all assets of the
company, other than accounts receivable and inventory which are
pledged on a first lien basis to the company's asset based credit
facility.

Ratings could be upgraded if WBG-PSS can sustain positive results
from their domestic business while experiencing continued positive
growth in their international markets. Quantitatively ratings
could be upgraded if EBITA/interest expense is sustained above
1.75 times, and debt / EBITDA is sustained below 5.25 times.

Ratings could be downgraded if the company's good liquidity
profile were to erode, if recent positive trends in sales and
margins were to reverse, or financial policies become more
aggressive. Quantitatively, ratings could be lowered if
debt/EBITDA is sustained above 6.25 times or if EBITA/interest
expense fell below 1.25 times.

Headquartered in Topeka, KS, Collective Brands operated more than
4,000 stores as of 7/28/2012 throughout the US, Canada and Central
and South America under the "Payless ShoeSource" brand. Proforma
revenues are approximately $2.4 billion.

The principal methodology used in rating WBG-PSS Merger Sub 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.


WESTERLY HOSPITAL: S&P Lowers Rating on $8.6-Mil. Bonds to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'C' on Rhode Island Health & Educational Building Corp.'s $8.6
million series 1994 bonds issued for Westerly Hospital. The
outlook is not meaningful.

"We lowered the rating due to notification that Westerly Hospital
made only a partial payment on its semiannual debt service payment
due July 1, 2012," said Standard & Poor's credit analyst Jennifer
Soule. "The hospital made a $235,800 interest payment but it did
not make the $795,000 sinking fund payment also due at that time,"
said Ms. Soule.

"A notice to beneficial holders was released on Sept. 4, 2012,
indicating that the Superior Court for Washington County, R.I.
approved a proposal by Lawrence & Memorial Corp. to acquire
Westerly Hospital and substantially all its assets. If the parties
consummate the sale as currently planned, the transaction would
provide for the full redemption price of 100% of the principal
amount of the bonds outstanding plus interest accrued through that
time. Once this payment is made and the bonds have been fully
redeemed, Standard & Poor's will withdraw its rating on the bonds.
A special master overseeing the financial affairs of Westerly
Hospital announced a target closing date of Jan. 31, 2013, for the
completion of the sale and the full redemption of the bonds," S&P
said.


WOOTON GROUP: Proposes to Employ Jonathan Hayes as Counsel
----------------------------------------------------------
Wooton Group LLC filed an amended application with the U.S.
Bankruptcy Court for authority to employ the law firm of
M. Jonathan Hayes as its general bankruptcy counsel.

The Debtor desires to employ Hayes as its general bankruptcy
counsel in accordance with the terms of the legal services
Retainer Agreement.

The firm, among other things, will:

   a. prepare the schedules and the additional forms required to
      begin the bankruptcy case;

   b. advice and assistance regarding compliance with the
      requirements of the United States Trustee; and

   c. advice regarding matters of bankruptcy law, including the
      rights and remedies of the Debtor in regard to its assets
      and with respect to the claims of creditors.

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

Mr. Hayes will render services to the Debtor at his regular hourly
rates, which may be subject to adjustment from time to time.
Mr. Hayes will bill his time in this case at $385 per hour,
associate Roksana Moradi at $265 per hour, associate Carolyn Afari
at $165 per hour.

                        About Wooton Group

Beverly Hills, California-based Wooton Group LLC owns properties
in Stockton and Fresno, California.  Wooton Group filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323)
in Los Angeles on June 19, 2012.  The Debtor estimated assets of
up to $50 million and liabilities of up to $10 million.  The Law
Office of M Jonathan Hayes, in Northridge, serves as counsel.


WOOTON GROUP: Seeks Access to Cash Collateral Until Dec. 31
-----------------------------------------------------------
Wooton Group LLC asks the U.S. Bankruptcy Court for authority to
use cash collateral of Investors Warranty of America, Inc., and
Citizens National Bank through Dec. 31, 2012.

The Debtors say the secured creditors are adequately protected and
the use of cash collateral as proposed by the Debtor will preserve
the Debtor's assets for the benefit of this estate and the
creditors specifically including the secured creditors.

Before the bankruptcy filing, Investors filed a lawsuit and was
successful in getting a receiver appointed who is now in
possession of the Debtor's two industrial buildings.  The Debtor
had advised Investors that it would not seek removal of the
receiver but has now decided to seek removal since the proposed
fees for the receiver to collect rent from one tenant is not
warranted by a long shot.

The Debtor has no employees and its only assets are $56,000 in the
bank and the two real properties.

The Debtor says that talks with Investors on a stipulation for
access to cash collateral are ongoing.

The receiver has advised the Debtor that he is owed $10,672 for
his efforts and $1,600 for his attorney.  The Debtor asserts that
those amounts are unreasonable.  To the extent the Debtor and the
receiver mutually agree to an amount, the Debtor seeks permission
to pay that amount.

The Debtor says that the secured creditors are adequately
protected.  The Debtor intends to use cash collateral to pay
property taxes, insurance and other limited expenses.  The Debtor
will make a monthly payment to Investors of $7,000 per month on
the Angus property in Fresno, and $17,000 per month on the Navone
property in Stockton.

                        About Wooton Group

Beverly Hills, California-based Wooton Group LLC owns properties
in Stockton and Fresno, California.  Wooton Group filed a bare-
bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-31323)
in Los Angeles on June 19, 2012.  The Debtor estimated assets of
up to $50 million and liabilities of up to $10 million.  The Law
Office of M. Jonathan Hayes, in Northridge, serves as counsel.


* Moody's Says US Commercial P&C Insurance Outlook Remains Stable
-----------------------------------------------------------------
The outlook for the US commercial P&C insurance industry remains
stable, reflecting Moody's view that the benefit of sustained
pricing improvement and the likelihood of further reserve releases
across most lines in the next 12-18 months continue to
counterbalance declining investment yields and macroeconomic
weakness, Moody's Investors Service says in its new report, "US
Commercial P&C Insurance -- Outlook Remains Stable." The rating
agency has also recently published supporting commercial lines
commentary, cited at the end of this announcement.

"Pricing trends for US commercial insurers remain broadly positive
and reserves remain slightly redundant across most lines," says
Senior Vice President and co-author of the report, Alan Murray.
"Nevertheless, accident year combined ratios remain in excess of
100% which, combined with declining investment yields, suggest the
need for continued pricing improvement."

Based on 2012 survey data from rated issuers, Moody's expects P&C
insurance rates to continue to rise in 2012 for major commercial
lines, including workers' compensation, commercial general
liability, professional liability, commercial auto and commercial
multiple peril. Together these lines represented 27% of net
premiums written for the industry last year. Moody's expects the
combined ratio to decline from 110% in accident year 2011 to about
107.5% this accident year, and to drop to 104% in 2013 if current
trends hold, says Associate Analyst and co-author Jasper Cooper.

Commercial insurers' reserves remain slightly redundant across
most standard property, liability and specialty lines. However,
recent accident years now appear barely adequate or modestly
deficient, particularly in workers' compensation, indicating both
the likelihood of reduced earnings windfalls from reserve releases
beyond the coming 1-2 years, as well as the importance of
sustained pricing improvement.

Although underwriting results are poised to improve, commercial
insurers continue to face headwinds and pricing will need to
continue improving if they are to reduce accident year loss ratios
to acceptable return levels. Additionally, sustained low interest
rates and economic weakness continue to pressure investment
returns and demand for commercial insurance.


* Chadbourne Signs 20-Year Lease for New NY Headquarters
--------------------------------------------------------
The international law firm of Chadbourne & Parke disclosed that it
has signed a lease for a new headquarters office in New York City
in a prime Midtown location.  The deal is the largest lease
transaction by a law firm in Manhattan in 2012 and one of the
largest leases in the Manhattan market this year.

The firm will begin moving operations to its new location at 1301
Sixth Avenue immediately and will complete its move once the
demolition, redesign and build-out of its new offices are
finished.  The 20-year lease for more than 200,000 square feet
includes two five-year options for renewal and expansion options
on additional floors to allow for continued growth.  Chadbourne is
best known for major practices in renewable energy/project
finance, corporate/M&A, tax, litigation and bankruptcy, among
other practice areas, and for its focus on emerging markets.

"We intend to design and build an office for the future,
leveraging some of the key drivers for our clients and our lawyers
efficiency, flexibility and technology.  We will create a state-
of-the-art workspace for our clients, our lawyers and our staff,"
said Chadbourne Managing Partner Andrew Giaccia.

The firm's new space will be designed by Mr. Gensler, one of the
world's leading architectural and design firms.  Mr. Gensler has
created innovative workplaces for 62 of the Global 100 companies
and many of the most prominent U.S. and international law firms.

"We're delighted to have closed this complex transaction.  The
deal allows us to take substantial space under attractive terms in
the former headquarters of Dewey & LeBoeuf. 1301 Sixth Avenue is a
premier office building in a prime location," said Mr. Giaccia.

Chadbourne has led its national and international practice from
its principal office in New York City since 1902, and the New York
office is the largest of its 12 offices around the world.

Consistent with its emerging markets strategy, the firm has opened
offices in Sao Paulo and Istanbul in the past two years.

The Chadbourne team that conducted the search for a new
headquarters location and negotiated the lease was led by partner
Richard Sonkin, head of the firm's Real Estate Committee.
Chadbourne was represented by Newmark Grubb Knight Frank.

                   About Chadbourne & Parke LLP

Chadbourne & Parke LLP, http://www.chadbourne.com-- an
international law firm headquartered in New York City, provides a
full range of legal services, including
mergers and acquisitions, securities, project finance, private
funds, corporate finance, energy, communications and technology,
commercial and products liability litigation, securities
litigation and regulatory enforcement, special investigations and
litigation, intellectual property, antitrust, domestic and
international tax, insurance and reinsurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters. Major
geographical areas of concentration include Central and Eastern
Europe, Russia and the CIS, the Middle East and Latin America. The
Firm has offices in New York, Washington, DC, Los Angeles,
Houston, Mexico City, London (a multinational partnership),
Moscow, St. Petersburg, Warsaw, Kyiv, Almaty, Dubai and Beijing.
On the Net:


* Lisa M. Goldberg Joins Foley & Mansfield
------------------------------------------
Foley & Mansfield disclosed that attorney Lisa M. Goldberg has
joined the firm's Miami office.  Atty. Goldberg will serve clients
in the areas of product liability, toxic and mass tort litigation
and medical malpractice.  Atty. Goldberg is licensed to practice
in Florida, the U.S. District Courts of the Southern, Middle, and
Northern Districts of Florida, and the U.S. Bankruptcy Court for
the Southern District of Florida.  She is a member of the Defense
Research Institute (DRI), the American Bar Association and the
Broward County Bar Association.

Foley & Mansfield is a national law firm with more than 130
attorneys in offices from coast to coast.  Foley & Mansfield has
succeeded in becoming one of the nation's leading litigation law
firms, serving clients ranging in size from multi-million dollar
corporations to small businesses and their owners.


* Jennings Strouss Gains Six New Attorneys
------------------------------------------
Jennings, Strouss & Salmon, PLC, is pleased to disclose that six
attorneys have joined the firm's Phoenix office, expanding the
firm's services to include Surety, Fidelity and Family Law.

Jay M. Mann, Richard S. Wisner, Scott F. Frerichs, Andy J.
Chambers and Patrick F. Welch are members of the firm's new surety
and fidelity law practice, and bring additional experience in the
areas of construction law and commercial litigation.  Atty. Norma
Izzo Milner leads the firm's family law and domestic relations
practice.

"Jay Mann, Dick Wisner and their team are Arizona's preeminent
attorneys in the area of surety and fidelity law.  They fit very
well in the firm's overall plan for growth," states J. Scott
Rhodes, managing attorney at Jennings, Strouss & Salmon, PLC.

"Norma Izzo Milner has established herself as a leading
practitioner in family law and domestic relations, especially in
the areas of mediated and collaborative divorces.  Atty. Norma's
addition to the firm illustrates our commitment to evolve our
services to meet the needs of the community."

Jay M. Mann is chair of the firm's Surety and Fidelity Group.  He
is a frequent lecturer and author in the areas of construction,
surety and fidelity law.  Atty. Mann is also active in numerous
professional and civic organizations, including the American Bar
Association, where he serves as a Vice Chair of the Fidelity and
Surety Law Committee, the State Bar of Arizona, the Maricopa Bar
Association, as well as numerous other organizations focused on
construction, surety and fidelity law.  He earned a J.D., with
honors, from Loyola University of Chicago and a B.A. from the
University of Illinois.

"Jennings Strouss is a high caliber firm with a reputation for
quality client service," says Jay M. Mann, chair of the firm's new
Surety and Fidelity Law Group.  "We look forward to building on
the Jennings Strouss legacy with the addition of these new legal
services."

Richard S. Wisner is special counsel in the Surety and Fidelity
Group.  He is recognized as a leader in the fidelity and surety
field, and is the recipient of Lifetime Achievement Awards from
the American Bar Association, Fidelity and Surety Law Committee
("FSLC") and the National Bond Claim Association.  Mr. Wisner is a
Past Chair of FSLC and currently serves on the Board of Directors
of the Surety & Fidelity Claims Institute.  Mr. Wisner earned a
J.D. from DePaul University and a B.A. from Loyola University.

Scott F. Frerichs is a member in the Surety and Fidelity group.

He focuses his practice in the areas of commercial and
construction litigation, personal injury defense, professional and
products liability, and appellate law. Atty. Frerichs earned both
a J.D., cum laude, and B.S. from Arizona State University.

Andy J. Chambers is a member in the Surety and Fidelity group.  He
focuses his practice on fidelity law, commercial litigation, and
surety and construction law.  Atty. Chambers earned a J.D., cum
laude, from the Washington College of Law at American University
and a B.A. from the University of California, Santa Barbara.

Patrick F. Welch is an associate in the Surety and Fidelity group.

He focuses his practice in the areas of commercial litigation,
construction, fidelity and surety, and employment.  Atty. Welch
earned a J.D. from the New England School of Law and B.A. from
Connecticut College.

Atty. Norma Izzo Milner is a member and leads the firm's Family
Law and Domestic Relations practice, which includes collaborative
divorce, mediation, arbitration, parent coordination, custody and
child support.  Ms. Izzo Milner has been appointed as a judge pro
tempore for the Family Court Division and IV-D Court of the
Superior Court of Arizona in Maricopa County.  She also serves on
the State Bar of Arizona Committee for Family Law Rules of
Practice and Procedure and on the Board of Directors for the
Maricopa County Bar Association.  She earned a J.D. from Arizona
State University and a B.A. from Northern Arizona University.

"Jennings Strouss is a firm with a long history of providing top
notch service to their clients," states Izzo Milner.  "I look
forward to being a part of such a dynamic team of attorneys."

                 About Jennings, Strouss & Salmon

Jennings Strouss & Salmon -- http://www.jsslaw.com/-- is one of
the Southwest's leading law firms, providing legal counsel for
nearly 70 years through its offices in Phoenix, and Peoria,
Arizona; and Washington, D.C. The firm's primary areas of practice
include bankruptcy, reorganization and creditors' rights;
corporate, securities and finance; energy; family law and domestic
relations; health care; intellectual property; labor and
employment; litigation; real estate; sports and entertainment;
surety and fidelity; tax; and trust and estates.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-
                                Total      Holders'     Working
                               Assets        Equity     Capital
  Company         Ticker       '       '     '
  -------         ------       ------       -------   ---------
ABSOLUTE SOFTWRE  ABT CN        129.7         (4.8)       1.7
ADVANCED BIOMEDI  ABMT US         0.2         (1.9)      (1.5)
AK STEEL HLDG     AKS US      3,901.0       (360.6)     129.6
AMC NETWORKS-A    AMCX US     2,173.4       (959.1)     542.5
AMER AXLE & MFG   AXL US      2,441.2       (394.7)     169.7
AMER RESTAUR-LP   ICTPU US       33.5         (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,058.5        (28.0)      42.5
AMYLIN PHARM INC  AMLN US     1,998.7        (42.4)     263.0
ARRAY BIOPHARMA   ARRY US       108.1        (85.8)      17.2
ATLATSA RESOURCE  ATL SJ        886.5       (270.4)      21.8
AUTOZONE INC      AZO US      6,148.9     (1,416.8)    (623.1)
BOSTON PIZZA R-U  BPF-U CN      162.9        (92.3)      (0.3)
CABLEVISION SY-A  CVC US      6,991.7     (5,641.6)    (286.1)
CAPMARK FINANCIA  CPMK US    20,085.1       (933.1)       -
CENTENNIAL COMM   CYCL US     1,480.9       (925.9)     (52.1)
CHENIERE ENERGY   CQP US      1,873.0       (442.2)     117.0
CHOICE HOTELS     CHH US        857.7        (11.2)     402.1
CIENA CORP        CIEN US     1,915.3        (60.3)     710.4
CINCINNATI BELL   CBB US      2,702.7       (696.2)     (52.8)
CLOROX CO         CLX US      4,355.0       (135.0)    (685.0)
DEAN FOODS CO     DF US       5,553.1         (3.1)     185.6
DELTA AIR LI      DAL US     44,720.0     (1,135.0)  (6,236.0)
DENNY'S CORP      DENN US       328.9         (2.8)     (20.3)
DIRECTV           DTV US     19,632.0     (4,045.0)     520.0
DOMINO'S PIZZA    DPZ US        424.6     (1,369.1)      52.9
DUN & BRADSTREET  DNB US      1,795.6       (821.9)    (655.6)
E2OPEN INC        EOPN US        29.7        (34.5)     (32.5)
ELOQUA INC        ELOQ US        37.5         (9.6)     (14.2)
FAIRPOINT COMMUN  FRP US      1,877.4       (184.4)      51.6
FIESTA RESTAURAN  FRGI US       286.0          2.6      (14.7)
FIFTH & PACIFIC   FNP US        900.5       (175.5)     130.9
FREESCALE SEMICO  FSL US      3,499.0     (4,498.0)   1,374.0
GENCORP INC       GY US         874.0       (171.3)      47.3
GLG PARTNERS INC  GLG US        400.0       (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0       (285.6)     156.9
GOLD RESERVE INC  GRZ CN         78.3        (25.8)      56.9
GOLD RESERVE INC  GRZ US         78.3        (25.8)      56.9
GRAHAM PACKAGING  GRM US      2,947.5       (520.8)     298.5
HCA HOLDINGS INC  HCA US     27,132.0     (6,943.0)   1,690.0
HOVNANIAN ENT-A   HOV US      1,624.8       (404.2)     881.0
HUGHES TELEMATIC  HUTCU US      110.2       (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US       110.2       (101.6)    (113.8)
HYPERION THERAPE  HPTX US         9.6        (41.8)     (31.4)
INCYTE CORP       INCY US       312.0       (217.2)     154.4
INFINITY PHARMAC  INFI US       113.0         (3.4)      70.2
IPCS INC          IPCS US       559.2        (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       124.7        (64.8)       2.2
JUST ENERGY GROU  JE CN       1,583.6       (245.9)    (227.2)
JUST ENERGY GROU  JE US       1,583.6       (245.9)    (227.2)
LIMITED BRANDS    LTD US      6,589.0       (245.0)   1,316.0
LIN TV CORP-CL A  TVL US        839.2        (51.8)      52.7
LORILLARD INC     LO US       2,576.0     (1,568.0)     881.0
MARRIOTT INTL-A   MAR US      6,007.0     (1,124.0)  (1,287.0)
MERITOR INC       MTOR US     2,555.0       (933.0)     279.0
MONEYGRAM INTERN  MGI US      5,185.1       (116.1)     (35.3)
MORGANS HOTEL GR  MHGC US       545.9       (110.1)      (7.0)
MPG OFFICE TRUST  MPG US      2,061.5       (827.9)       -
NATIONAL CINEMED  NCMI US       794.2       (354.5)      95.8
NAVISTAR INTL     NAV US     11,143.0       (358.0)   1,585.0
NB MANUFACTURING  NBMF US         2.4         (0.0)      (0.5)
NEXSTAR BROADC-A  NXST US       566.3       (170.6)      40.2
NPS PHARM INC     NPSP US       186.9        (45.3)     130.3
NYMOX PHARMACEUT  NYMX US         2.7         (7.7)      (0.9)
ODYSSEY MARINE    OMEX US        22.4        (29.3)     (26.9)
OMEROS CORP       OMER US        10.1        (20.5)      (8.7)
PALM INC          PALM US     1,007.2         (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       259.8       (161.1)     144.3
PLAYBOY ENTERP-A  PLA/A US      165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8        (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0        (91.7)       3.6
PROTECTION ONE    PONE US       562.9        (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       454.5        (29.8)      60.7
REGAL ENTERTAI-A  RGC US      2,306.3       (542.3)      62.5
RENAISSANCE LEA   RLRN US        57.0        (28.2)     (31.4)
REVLON INC-A      REV US      1,173.9       (665.6)     177.8
RURAL/METRO CORP  RURL US       303.7        (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,813.5       (202.0)     449.5
SINCLAIR BROAD-A  SBGI US     2,160.2        (66.3)      (1.4)
TAUBMAN CENTERS   TCO US      3,096.1       (295.3)       -
TEMPUR-PEDIC INT  TPX US        865.5        (12.1)     258.9
THERAPEUTICS MD   TXMD US         4.9         (0.7)       1.0
THRESHOLD PHARMA  THLD US        86.3        (51.4)      71.2
UNISYS CORP       UIS US      2,397.9     (1,190.0)     463.1
VECTOR GROUP LTD  VGR US        885.7       (119.5)     248.2
VERISIGN INC      VRSN US     1,942.0        (59.2)     858.0
VIRGIN MOBILE-A   VM US         307.4       (244.2)    (138.3)
VRINGO INC        VRNG US         3.7         (1.4)       2.1
WEIGHT WATCHERS   WTW US      1,193.6     (1,784.6)    (259.9)
ZAZA ENERGY CORP  ZAZA US       255.8        (24.3)       3.7


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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