TCR_Public/120913.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 13, 2012, Vol. 16, No. 255

                            Headlines

ACTRADE FINANCIAL: Bid to Toss Deloitte's Counterclaims Denied
AIG INC: Fitch To Remove Impact of Gov't Ownership to Ratings
AMERICAN AIRLINES: Pilots to Begin Taking Strike Vote
AMERICAN AIRLINES: Court OKs Amended Settlement With TMAT, et al.
AMERICAN AIRLINES: Has Sale-Leaseback Deal With Guggenheim

AMERICAN AIRLINES: Togut Won't Represent Dewey Over $564,000 Claim
AMERICAN AIRLINES: Retirees' Committee Insists on Segal Hiring
AMERICAN RAILCAR: S&P Retains 'B+' Corporate Credit Rating
AMERICAN AIRLINES: Boarded 9.6 Million Passengers in August
AMERICAN ARCHITECTURAL: Can Use Cash Collateral Until Sept. 23

AMERICAN ARCHITECTURAL: Pepper Hamilton OK'd as Committee Counsel
AMERICAN ARCHITECTURAL: Griffin Financial OK'd as Inv. Banker
AMERICAN APPAREL: August Sales Up 21% From Last Year
AMERICAN WEST: U.S. Government Objects to Chapter 11 Plan
AOT BEDDING: Moody's Rates $725MM Senior Unsecured Notes 'Caa1'

ATP OIL: Taps Jefferies & Company as Investment Banker
ATP OIL: U.S. Trustee Expands Creditors' Committee to 7 Members
ATP OIL: Sec. 341(a) Meeting Scheduled for Sept. 25
ATP OIL: Warrior Energy Raises P&A Letter in Debtor's Loan Bid
BANKATLANTIC BANCORP: Preferred Securities Delisted from NASDAQ

BARZEL INDUSTRIES: Plan of Liquidation Effective
BELLWEST HOLDINGS: Files for Chapter 11 in Arizona
BIG SKY FARMS: Large Canadian Hog Producer in Receivership
BITZIO INC: Reports Net Loss of $4.7-Mil. in Second Quarter
BROOKWATER VENTURES: Block Operator Seeks 30% of Agua Grande

BURGER KING: S&P Rates $1.875-Bil. Credit Facility 'BB'
CHRISTIAN BROTHERS: Committee Can Employ Berkeley as Accountant
CLEAR CREEK: Exclusive Plan Filing Period Extended to Jan. 2013
COSTA DORADA: Exclusive Plan Filing Period Extended to Sept. 15
CROSS ISLAND: Sept. 13 Hearing on Exclusivity Extension

D.R. HORTON: Fitch Rates Proposed $350-Mil. Senior Notes 'BB'
D.R. HORTON: Moody's Rates $350-Mil. Senior Unsecured Notes 'Ba2'
D.R. HORTON: S&P Rates $350MM Senior Notes Due 2022 'BB-'
DELTA PETROLEUM: Zell Credit Discloses 37.2% Equity Stake
DELTA PETROLEUM: Waterstone Capital Discloses 14.9% Equity Stake

DEWEY & LEBOEUF: Targets to File Chapter 11 Plan by Dec. 31
DIALOGIC INC: Amends Form S-3 Prospectus with SEC
DIGITAL DOMAIN: Files for Bankruptcy, Selling Animation Business
DIGITAL DOMAIN: Meeting to Form Committee Set for Sept. 18
DIGITAL DOMAIN: Case Summary & 50 Largest Unsecured Creditors

DJO FINANCE: Moody's Affirms B3 CFR/PDR; Rates Sr. Notes Caa1
EASTMAN KODAK: Effects Mgt. Changes; COO Faraci, CFO McCorvey Out
EVERGREEN DEV'T: No Assets Left; Involuntary Chapter 11 Dismissed
EVERGREEN TANK: Moody's Rates $165MM Sr. Secured Term Loan 'B3'
FELICITY'S LAKESIDE: To Close Vineyard After 15 Years

FLINTKOTE COMPANY: Monthly Fee Cap Hiked for Mgt. Services
FX REAL ESTATE: Settles $50 Million Suit With Shareholders
GARLOCK SEALING: A. M. Saccullo Approved as Delaware Counsel
HARRISBURG, PA: Judge Puts Court-Ordered Tax Increase on Hold
HARRISBURG, PA: Controller Says City Needs Bankruptcy Soon

HAWAII MEDICAL: Annette Cromwell Granted Automatic Stay Relief
HCA INC: Financial Flexibility Cues Fitch to Affirm Ratings
HEALTHCARE OF FLORENCE: Agrees to Chapter 11 Case Dismissal
HERITAGE CONSOLIDATED: Hires Barg & Henson as Accountants
HOVNANIAN ENTERPRISES: Files Q3 Form 10-Q, Posts $34.7MM Income

ICEWEB INC: Restructures Financing Agreement with Sand Hill
INDYMAC BANCORP: Ex CEO Wins Another Round in Fight With SEC
IZEA INC: Announces Private Offering of 2.2-Mil. Common Shares
J.B. POINDEXTER: Note Upsizing No Impact on Moody's 'B1' CFR
JERRY'S NUGGET: Files Schedules of Assets and Liabilities

JOURNAL REGISTER: Wins Interim Nod to Borrow $22.5-Mil.
KNIGHT CAPITAL: FMR LLC Discloses 1.2% Equity Stake
KRYSTAL INFINITY: Asks to Sell Bus-Making Division for $2.8MM
K-V PHARMACEUTICAL: Taps SNR Denton for Medicaid Litigation
K-V PHARMACEUTICAL: Taps Williams & Connolly for FDA Litigation

K-V PHARMACEUTICAL: Wants to Hire Jefferies & Co. as Inv. Banker
LARSON LAND: US Trustee Forms 5-Member Creditors' Committee
LAST MILE: Hires R.L. Hicks as Regulatory Counsel
LIGHTSQUARED INC: Gibson Dunn Approved as Litigation Counsel
LOGAN'S ROADHOUSE: Moody's Affirms 'B3' CFR; Outlook Negative

LSP ENERGY: $286M Sale Will Lead to Tax Losses, Miss. County Says
MARKETING WORLDWIDE: Issues 28.7MM Common Shares to Employees
MARSICO HOLDINGS: S&P Lowers Counterparty Credit Rating to 'D'
MEDICAL ALARM: Retires All Series B Convertible Preferred Shares
MF GLOBAL: FSA Considers Customer Fund Changes

MILLAR WESTERN: Moody's Says Bioenergy Project Credit Positive
MPG OFFICE: Promotes Christopher Norton to EVP, General Counsel
MSR RESORT: Creditors Settle, Allow $1.5B Stalking Horse Auction
MTS GOLF: Jorden Bischoff OK'd as Land Use and Zoning Counsel
MTS GOLF: Squire Sanders OK'd as Real Estate Counsel

MTS GOLF: U.S. Trustee Unable to Form Creditors Committee
MTS GOLF: Can Employ Squire Sanders as Real Estate Counsel
NCR CORP: S&P Rates $500 Million Senior Notes Due 2022 'BB'
NAVISTAR INT'L: Carl Icahn Protests Cambell's CEO Appointment
NET TALK.COM: Engages Thomas Howell as New Accounting Firm

NEVADA REGIONAL: S&P Affirms 'BB+' Rating on $21MM Hospital Bonds
NEW BREED: Moody's Rates Senior Secured Credit Facilities 'B2'
NEW ENTERPRISE: S&P Keeps 'CCC-' Corp. Credit Rating on Watch Neg
NEXTWAVE WIRELESS: Solus Alternative Discloses 12.7% Equity Stake
NRG ENERGY: S&P Rates $990MM Senior Unsecured Notes 'BB-'

OMEGA NAVIGATION: Creditors, Junior Lenders Oppose Plan
PALATIN TECHNOLOGIES: KPMG LLP Raises Going Concern Doubt
PATRIOT COAL: Judge, Lawyers Spar Over Bankruptcy Venue
PEREGRINE PHARMACEUTICALS: Had $7.7-Mil. Net Loss in July 31 Qtr.
PEREGRINE FINANCIAL: CFTC Wants Plan to Return $123M Funds Delayed

PEREGRINE FINANCIAL: Wasendorf Cooperating With Authorities
PINNACLE AIR: Dispatchers Ratify Collective Bargaining Agreement
PINNACLE FOODS: Moody's Corrects March 23 Rating Release
PLYMOUTH OIL: U.S. Trustee Appoints 3-Member Creditors' Panel
PLYMOUTH OIL: Court Approves Brown Winick as Bankruptcy Counsel

PLYMOUTH OIL: Files Schedules of Assets and Liabilities
POWERWAVE TECHNOLOGIES: BlackRock Discloses 4% Equity Stake
POWERWAVE TECHNOLOGIES: Artis Capital Discloses 8.1% Equity Stake
PRIME GLOBAL: Reports $205,577 Net Income in July 31 Quarter
QUECHAN INDIAN: Fitch Affirms Junk Issuer Default Rating

RADNOR HOLDINGS: Joint Plan of Liquidation Confirmed
RESIDENTIAL CAPITAL: Files Draft of Proposed Chapter 11 Plan
RESIDENTIAL CAPITAL: Panel Opposes 9 More Months of Exclusivity
RESIDENTIAL CAPITAL: Wants Until Dec. 10 to Decide on Leases
RESIDENTIAL CAPITAL: Proposes to Reimburse Directors' Costs

RITZ CAMERA: Liquidating in Second Bankruptcy
RIVER-BLUFF ENTERPRISES: Taps David Johnston as Bankruptcy Counsel
SAAB CARS: Ally Rips Creditors' Discovery Bid as 'Harassment'
SBMC HEALTHCARE: Has Sixth Interim Order to Tap Cash Collateral
SBMC HEALTHCARE: Can Employ Briggs & Veselka as Accountants

SBMC HEALTHCARE: Trustee Appoints Unsecured Creditors Committee
SBMC HEALTHCARE: Exclusive Plan Filing Period Extended to Oct. 1
SBMC HEALTHCARE: Can Employ Lawrence J. Beardsley as Accountant
SEARS HOLDINGS: Establishes Distribution Date for Unit Spin Out
SEQUENOM INC: Proposes to Offer $100-Mil. of Convertible Notes

SILVERLEAF RESORTS: Moody's Assigns 'B2' Corp. Family Rating
SIX3 SYSTEMS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
STANDARD STEEL: S&P Puts B+ Corp. Credit Rating on Watch Positive
TENGION INC: Has Forbearance Pact with Horizon Until Sept. 30
TEXAS RANGERS: Judge Refuses to Toss KPMG Fraud Suit

THERMOENERGY CORP: Gregory Landegger Appointed VP and COO
TRIBUNE CO: Aurelius Fails Again to Stop Windup of Plan
ULTERRA HOLDINGS: S&P Withdraws 'CCC+' CCR After Esco Acquisition
UNIVERSAL HEALTH: Moody's Rates $500MM Incremental Term Loan Ba2
VANDERRA RESOURCES: Blames Competition, Slowdown for Woes

VANN'S INC: 7-Member Committee of Unsecured Creditors Formed
VANN'S INC: Creditors Committee Taps Halperin Battagia as Counsel

* Moody's Says Outlook for U.S. State HFAs Stays Negative
* Due Process Denied in Faulty Sanction Proceedings

* Restructuring Vet Yushan Ng Joins Cadwalader's London Office

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ACTRADE FINANCIAL: Bid to Toss Deloitte's Counterclaims Denied
--------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that a New York
federal judge on Tuesday denied a move by the trustee of Actrade
Financial Technologies Ltd. to toss certain counterclaims by
Deloitte & Touche LLP in a securities action, finding there are
questions that remain about alleged settlement agreements in the
case.

Bankruptcy Law360 says Deloitte claims that a separate malpractice
lawsuit filed against it by the trustee overseeing Actrade's
liquidation breached a proposed class action securities settlement
agreement linked to Actrade's 2002 bankruptcy.

Actrade Financial Technologies Ltd. provided automated financial
processing services.  It filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 02-16212) on Dec. 12, 2002.  It obtained
confirmation of its plan of liquidation on January 7, 2004.


AIG INC: Fitch To Remove Impact of Gov't Ownership to Ratings
-------------------------------------------------------------
Following the U.S. Department of Treasury's sale of approximately
$18 billion of American International Group, Inc. (AIG) common
stock, that reduces government ownership of AIG from 53% to
approximately 21.5%, Fitch Ratings has taken several rating
actions designed to remove the impact of government ownership from
AIG's ratings, and reflect significant progress in deleveraging
the organization.

Fitch has upgraded the Issuer Default Rating (IDR) of AIG to
'BBB+' while AIG's unsecured senior debt is affirmed at 'BBB',
creating standard notching between those two ratings.  The
notching was compressed during the period of government majority
ownership.

Consistent with the upgrade of the IDR, the ratings on AIG's
existing subordinated debt and junior subordinated debentures are
upgraded to 'BBB-' and 'BB+' respectively.  All other AIG ratings,
including the 'A' Insurer Financial Strength (IFS) ratings on
AIG's core property/casualty and life insurance subsidiaries, are
affirmed.  The Rating Outlook is Stable.

The upgrade in the IDR considers AIG's success in restructuring
and deleveraging efforts over the last three years that have
strongly improved the organization's stand alone rating profile.
Further, AIG has created an adequate liquidity position and has
demonstrated access to capital markets through execution of
several recent financing transactions.

These deleveraging efforts have led to the repayment of all
government related borrowings by AIG.  The company's financial
leverage as measured by the ratio of financial debt and preferred
securities to total capital (excluding the impact of FAS 115)
declined from 77% at year-end 2010 to approximately 21% currently.
Fitch's Total Financial Commitment (TFC) ratio, while still high
compared to most insurance peers, has improved from 2.5x at year-
end 2010 to a current level of 1.3x.

Fitch's ratings on AIG and its subsidiaries continue to reflect
the benefits of the AIG organization's strong competitive
positions in life and non-life insurance partially offset by the
comparatively poor recent operating results of the company's core
insurance operations.

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

Key triggers that could lead to future rating upgrades include:

  -- Demonstration of higher and more consistent earnings at
     insurance subsidiaries' Chartis and SunAmerica that translate
     into average earnings-based interest coverage above 7.0x;

  -- Further improvement in AIG's capital structure and leverage
     metrics that reduce the company's TFC ratio to below 0.7x.

Key triggers that could lead to a future rating downgrade include:

  -- Increases in financial leverage as measured by financial debt
     to total capital to a sustained level above 30%, or a
     material increase in the TFC ratio from current levels.

  -- Large underwriting losses and/or heightened reserve
     volatility of the company's non-life insurance subsidiaries
     that Fitch views as inconsistent with that of comparably-
     rated peers and industry trends;

  -- Deterioration in the company's domestic life subsidiaries'
     sales or profitability trends;

  -- Material declines in RBC ratios at either the domestic life
     insurance or the non-life insurance subsidiaries, and/or
     failure to achieve the above noted capital structure
     improvements.

Fitch has upgraded the following ratings:

American International Group, Inc.

  -- Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable;
  -- $250 million of 2.375% subordinated notes due 2015 to 'BBB-'
     from 'BB+';
  -- EUR750 million of 8.00% series A-7 junior subordinated
     debentures due May 22, 2038 to 'BB+' from 'BB';
  -- USD1.960 billion 5.67% series B-1 junior subordinated
     debentures due Feb. 15, 2041 to 'BB+' from 'BB';
  -- USD1.960 billion of 5.82% series B-2 junior subordinated
     debentures due May 1, 2041 to 'BB+' from 'BB';
  -- USD1.960 billion of 5.89% series B-3 junior subordinated
     debentures due Aug. 1, 2041 to 'BB+' from 'BB';
  -- USD 4 billion of 8.175% series A-6 junior subordinated
     debentures due May 15, 2058 to 'BB+' from 'BB';
  -- USD 1.1 billion of 7.700% series A-5 junior subordinated
     debentures due Dec. 18, 2062 to 'BB+' from 'BB';
  -- GBP309.850 million of 5.75% series A-2 junior subordinated
     debentures due March 15, 2067 to 'BB+' from 'BB';
  -- Eur409.050 million of series A-3 junior subordinated
     debentures due March 15, 2067 to 'BB+' from 'BB';
  -- GBP900 million of 8.625% series A-8 junior subordinated
     debentures due May 22, 2068 to 'BB+' from 'BB';
  -- USD750 million of 6.45% series A-4 junior subordinated
     debentures due June 15, 2077 to 'BB+' from 'BB';
  -- USD687.581 million of 6.25% series A-1 junior subordinated
     debentures due March 15, 2087 to 'BB+' from 'BB'.

AIG International, Inc.

  -- Long-term IDR to 'BBB+' from 'BBB', Outlook Stable.

SunAmerica Financial Group, Inc.

  -- Long-term IDR to 'BBB+' from 'BBB'; Outlook Stable.

American General Capital II

  -- USD300 million of 8.50% preferred securities due July 1, 2030
     to 'BB+' from 'BB'.

American General Institutional Capital A

  -- USD500 million of 7.57% capital securities due Dec. 1, 2045
     to 'BB+' from 'BB'.

American General Institutional Capital B

  -- USD500 million of 8.125% capital securities due March 15,
     2046 to 'BB+' from 'BB'.


Fitch has affirmed the following ratings:

American International Group, Inc.

  -- Various senior unsecured note issues at 'BBB';
  -- USD$1.5 billion of 4.875% senior unsecured notes due June
     2022 at 'BBB'.

  -- USD1.2 billion of 4.250% senior unsecured notes due Sept. 15,
     2014 at 'BBB';
  -- USD800 million of 4.875% senior unsecured notes due Sept. 15,
     2016 at 'BBB';
  -- EUR420.975 million of 6.797% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- GBP323.465 million of 6.765% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- GBP338.757 million of 6.765% senior unsecured notes due Nov.
     15, 2017 at 'BBB';
  -- USD256.161 million of 6.820% senior unsecured notes due Nov.
     15, 2037 at 'BBB'.

AIG International, Inc.

  -- USD175 million of 5.60% senior unsecured notes due July 31,
     2097 at 'BBB'.

SunAmerica Financial Group, Inc.

  -- USD150 million of 7.50% senior unsecured notes due July 15,
     2025 at 'BBB';
  -- USD150 million of 6.625% senior unsecured notes due Feb. 15,
     2029 at 'BBB'.


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

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

ASIF II Program
ASIF III Program
ASIF Global Financing

  -- Program ratings at 'A'.


AMERICAN AIRLINES: Pilots to Begin Taking Strike Vote
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that pilots at American Airlines Inc. will start taking a
strike vote by the end of the week.  The pilots' union is the only
one of the airline's nine unions not to ratify a contract.

According to the report, this month the bankruptcy judge in New
York authorized imposing new contract terms on the pilots who
didn't agree to consensual concessions.  The company told the
pilots it will begin implementing new contract terms after
Sept. 12.  The strike vote will take two or three weeks.  Even if
they authorize a strike, the pilots can't walk out.  The U.S.
Court of Appeals in New York ruled in the bankruptcy
reorganization of Northwest Airlines Inc. that a combination of
bankruptcy and the National Railway Labor Act precludes airline
workers from striking even if their contract has been abrogated by
the bankruptcy court.

The report relates that, to strike, the National Mediation Board
must declare the parties at impasse.  With regard to airlines, the
process of declaring impasse can sometimes last years.  The other
eight American Airlines unions are taking fewer concessions in
return for ratifying new contracts.  The official creditors'
committee for AMR Corp., the airline's parent, is insisting that
the pilots not receive benefits bestowed on other unions in return
for labor peace.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court OKs Amended Settlement With TMAT, et al.
-----------------------------------------------------------------
Bankruptcy Judge Sean Lane entered an amended order approving a
settlement among American Airlines, The Bank of New York Mellon,
BOKF, N.A., and the Trustees of the Tulsa Municipal Airport Trust.
Pursuant to the Order, the Sublease, dated June 24, 1958, between
TMAT and American Airlines is assumed.

The Court also approved payments provided for in the settlement,
including cure payments.  The Debtors are not required to make
further payment in excess of those payments in connection with
any default under the Sublease, except for payments with respect
to the claims of Hargrove Electrical Company, Inc.

Hargrove objected to the approval of the settlement because the
Debtors did not list Hargrove's liens as an amount to be cured
under the assumption of the Sublease.  Hargrove told the Court
that its mechanic's lien constitutes a default under the Sublease
that must be cured pursuant to Section 365(b) of the Bankruptcy
Code.

In response to Hargrove's objection, the Debtors argued that TMAT
has agreed to satisfy all outstanding obligations owed under the
Sublease but that Hargrove, however, is not party to the Sublease
and thus has no basis to allege any claims under the Sublease.

To the extent, however, that the Court determines that the
Hargrove lien should be satisfied as part of the cure amount, the
Debtors asked that the Court approve the motion but not fix any
specific amount relating to the alleged lien until the Debtors
determined the validity and enforceability of the lien and the
precise amount owed to Hargrove.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Sale-Leaseback Deal With Guggenheim
----------------------------------------------------------
AMR Corp. has filed a motion seeking court approval to purchase
two Boeing 777-300 aircraft from The Boeing Co.

The company also seeks court approval to implement a sale and
simultaneous leaseback of the aircraft with Guggenheim Aviation
Partners LLC.

The aircraft are scheduled to be delivered to American Airlines
Inc., an AMR subsidiary, later this year, according to the court
filing.  AMR did not disclose the purchase price for the aircraft
in the motion, which it filed under seal to protect confidential
information.

A court hearing to consider approval of the request is scheduled
for September 20.  Objections are due by September 13.

In support of the Debtors' motion to purchase aircraft from The
Boeing Company, Matthew Landess, managing director at SkyWorks
Capital, LLC, the aircraft restructuring advisor to the Debtors,
filed a declaration relating that the Debtors negotiated with
several bidders for the sale leaseback transactions and the
negotiations culminated in the selection of three finalists.
According to Mr. Landess, the Debtors selected the bid from
AerCap as the best bid based on the net proceeds to be received
for the Aircraft, the proposed lease terms and other economics.
In addition, the bid from AerCap was attractive because of the
availability of documentation already negotiated in connection
with the AerCap I Facility, Mr. Landess added.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Togut Won't Represent Dewey Over $564,000 Claim
------------------------------------------------------------------
Togut, Segal & Segal LLP serves as counsel to Dewey & LeBoeuf LLP
in the defunct law firm's bankruptcy case.

Togut Segal also serves as counsel to the official committee of
unsecured creditors in the Chapter 11 case of American Airlines
Inc.

Albert Togut, Esq., senior member of Togut Segal, filed a
supplemental declaration in the airline's Chapter 11 case stating
that the firm has not been asked by the AMR Creditors Committee to
evaluate or take any action regarding the $564,341 claim asserted
by Dewey & LeBeouf against the AMR Debtors and it will not do so.
To the extent, if ever, the AMR Committee takes a position
regarding that claim, another firm will represent the Committee.
The Togut Firm will not represent Dewey or its estate in any
matter that is adverse to the AMR Debtors or their estates, Mr.
Togut assured the Court.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Retirees' Committee Insists on Segal Hiring
--------------------------------------------------------------
The Section 1114 Committee of Retired Employees formed in AMR
Corp.'s cases asks the Bankruptcy Court to overrule the objection
raised by the Official Committee of Unsecured Creditors with
respect to the retention of The Segal Company because that
objection would unfairly prejudice the Retiree Committee's ability
to represent its constituents and would also impair the ability of
the Retiree Committee and the Debtors to reach a negotiated
resolution, because the Retiree Committee would not have the
actuarial experience needed to participate in those discussions.

The Creditors' Committee objected to Segal's retention as the
Retiree Committee's actuarial consultant, asserting that such move
would be a waste of the estates' assets.

To address the Debtors' demand for additional disclosure, Stuart
Wohl of Segal filed a supplemental declaration assuring the Court
that despite its representation of other clients, including the
Allied Pilots Association and the Association of Professional
Flight Attendants, his firm establishes different billing code
for its client.  Mr. Wohl also assured the Court that his firm
will not share work product provided to the Retiree Committee and
the Debtors' confidential information and data with its other
clients.

According to the application, as consultant, Segal will assist the
retirees committee in its actuarial analysis of benefit plans and
in projecting the cash flow of AMR's costs related to those plans.

The Segal Company will also assist the retirees committee in
examining any proposed retiree benefit modifications by the
company, participate in meetings and negotiations, and provide
testimony.

The firm will be paid for its services on an hourly basis and
reimbursed of its expenses.  The hourly rates range from $440 to
$700 for principals, $325 to $485 for actuaries, $230 to $470 for
benefit consultants, and $230 to $400 for analysts.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN RAILCAR: S&P Retains 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services raised its recovery rating on
the American Railcar Industries Inc.'s (ARI) senior unsecured
notes to '3' from '4'. "The '3' recovery rating indicates our
expectation of meaningful recovery (50%-70%) in the event of a
payment default. At the same time, we affirmed the 'B+' issue-
level rating on these notes. The 'B+' corporate credit rating and
stable outlook remain unchanged," S&P said.

"The higher recovery rating reflects improved recovery prospects
for senior unsecured noteholders, which we now expect would
achieve meaningful recovery (50%-70%), in the event of a payment
default," said Standard & Poor's credit analyst Gregoire Buet.
"This follows the redemption of $100 million of senior notes with
existing cash reserves," S&P said.

"The ratings on St. Charles, Mo.-based ARI reflect the company's
'weak' business risk profile and 'aggressive' financial risk
profile. Amid good performance in the recent rail manufacturing
cycle, and taking into account the recent debt reduction, the
company's leverage has fallen below 2.5x debt to EBITDA and funds
from operations (FFO) exceed 45%. However, we expect ARI free cash
flow generation to be negative in 2012 and 2013, primarily because
of elevated capital expenditures for expanding its lease fleet.
Assuming the annual addition of about 2,000 units to the fleet and
related capital requirement of up to $200 million, we expect the
company to use external financing to meet these requirements,
complementing cash flow from operations and its still sizeable
cash balance (of just less than $150 million post redemption). The
growing asset base of railcar on leases (valued at about $151
million as of June 30, 2012) could provide collateral to secure
new financing and this should mitigate refinancing risk with
respect to the company's remaining $175 million notes due in early
2014," S&P said.

"We consider the company's business risk profile as weak, stemming
from its participation in the highly cyclical and competitive
railcar manufacturing industry, the company's limited product and
customer diversity, and its volatile profitability. ARI's well-
established market position is a mitigating factor, and ongoing
expansion into the railcar leasing business should support
business stability over time. ARI principally designs and
manufactures covered hopper and tank cars, two segments in which
it holds good market shares, behind industry leaders Trinity
Industries Inc. (BB+/Stable/--) and Union Tank Car Co. (AA-
/Stable/--). The company also manufactures railcar components and
provides repair, refurbishment, and fleet management services.
Although ARI has been steadily expanding its more-stable and
higher-margin repair and service business, and we expect the
leasing business to meaningfully contribute to revenues and profit
next year, the company's operating performance remains vulnerable
to industry cycles in the original-equipment market, resulting in
volatile revenues, profits, and cash flows," S&P said.

"We expect the performance of ARI's manufacturing operations to
remain good in the second half of 2012, and we believe EBITDA
could approach $120 million this year because of better fixed-cost
absorption and improved pricing. A backlog of railcar for external
sale valued at $619 million as of June 30, 2012, provides
reasonably good revenue visibility for 2013, even though order
rates could soften because of the tepid outlook for economic
growth," S&P said.

"ARI's financial risk profile is aggressive. ARI is a public
company, but Carl Icahn is the majority shareholder. The ratings
take into account significant affiliate transactions and corporate
governance issues resulting from Mr. Icahn's ownership. We
consider FFO to total debt of about 10% to 15% and total debt to
EBITDA of 4x to 5x appropriate for the rating, but we also expect
ARI metrics to exceed these measures in the current cycle.
Although we expect maintenance capital spending requirements to
remain moderate, expenditures to build up its railcar leasing
fleet will likely lead to a sizable negative free operating cash
flow this year," S&P said.

"The outlook is stable. We expect revenues and profits to
fluctuate with industry conditions. Following a strong recovery in
the past 18 months, we expect industry demand to moderate toward
historical averages of about 50,000 units per year. If ARI
maintains its market share of about 10%, this should translate
into credit measures that remain comfortable for the rating," S&P
said.

"We could lower the rating if industry orders fall by more than
20% below their long-term average or if ARI's share of new railcar
orders declines, as this would likely cause credit measures to
weaken beyond 5x debt to EBITDA. We could also lower the rating if
refinancing risk with respect to the company's 2014 notes
increases during 2013, for instance because of a reversal in
leverage trends. We believe, however, that the company could use
its increasing leasing fleet as collateral to secure new
financing," S&P said.

"We would base an upgrade on a sustained new orders, backlog and
industry outlook, successful execution of ARI's ongoing business
diversification strategy that reduces reliance on the highly
cyclical U.S. freight-car manufacturing market and improves the
operating performance and cash generation, and financial policies
consistent with a higher rating," S&P said.


AMERICAN AIRLINES: Boarded 9.6 Million Passengers in August
-----------------------------------------------------------
AMR Corporation reported August 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

August's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 4.1 percent versus the same period
last year, continuing the positive trend seen in prior months.
Excluding the unique impact on AMR's Miami hub operation due to
Hurricane Isaac in August 2012, and the effect of the 2011 FAA
excise tax suspension, unit revenue improvement in August 2012
would have been approximately 1.8 points higher.

Consolidated traffic increased 0.1 percent year-over-year, on 1.5
percent lower capacity, resulting in a consolidated load factor of
85.8 percent, an increase of 1.4 points versus the same period
last year.

Domestic load factor increased 1.1 points to 87.2 percent, as
capacity and traffic were 2.0 and 0.7 percent lower year-over-
year, respectively.

International traffic increased 0.6 percent on 1.4 percent less
capacity, resulting in an international load factor of 85.8
percent, an increase of 1.7 points compared to the same period
last year.  The Pacific entity recorded a load factor of 86.1
percent and led the international entities with a 3.5 point load
factor increase.

On a consolidated basis, the company boarded 9.6 million
passengers in August.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN ARCHITECTURAL: Can Use Cash Collateral Until Sept. 23
--------------------------------------------------------------
The Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has authorized American
Architectural, Inc., et al., to continue using cash collateral
until Sept. 23, 2012.

To the extent of any diminution in value of their prepetition cash
collateral, Univest Bank and Trust Company, and the U.S. Internal
Revenue Service are each granted postpetition replacement liens on
each of the respective Debtor's assets.

Further hearing to consider whether the Debtors' use of cash
collateral can be extended beyond Sept. 23, 2012, will be held on
September l9, 2012, at 11:00 a.m.

American Architectural, as of the petition date, owed Univest
$5,328,968 under a revolving line of credit, an equipment line of
credit, a second revolving line of credit, and a term note.

                 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 ARCHITECTURAL: Pepper Hamilton OK'd as Committee Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of American
Architectural, Inc., et al., sought and obtained permission from
the Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to retain Pepper Hamilton LLP as
counsel, nunc pro tunc to July 12, 2012.

Pepper Hamilton will, among other things, prepare on behalf of the
Committee all necessary applications, answers, orders, reports and
other legal papers, and represent the unsecured creditors in
negotiating and implementing a plan of reorganization, at these
hourly rates:

      Partners, Special Counsel and Counsel     $425 to $825
      Associates                                $200 to $460
      Paralegals                                 $75 to $285
      Other Professional Support Staff           $40 to $70

To the best of the Committee's knowledge, Pepper Hamilton is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                 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 ARCHITECTURAL: Griffin Financial OK'd as Inv. Banker
-------------------------------------------------------------
American Architectural, Inc., et al., sought and obtained
authorization from the Hon. Magdeline D. Coleman of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
employ Griffin Financial Group, LLC, as investment banker.

Griffin Financial will, among other things:

      a. assist the Debtors in compiling information and preparing
         an executive summary information memorandum describing
         the Debtors, their historical performance and prospects,
         including existing contracts, marketing and sales, labor
         force, and management and anticipated financial results
         of the Debtors;

      b. assist the Debtors in developing a list of suitable
         potential buyers who will be contacted on a discreet and
         confidential basis after approval by the Debtors;

      c. prepare a "teaser letter" to be sent to potential buyers
         to generate interest in the sale transaction; and

      d. coordinate the execution of confidentiality agreements
         for potential buyers wishing to review the information
         memorandum.

Griffin Financial will be paid:

     (i) upon the completion of a sale, and subject to a
         Bankruptcy Court Order approving the sale of all or
         substantially all of the Debtors' assets, the Debtors
         will pay Griffin Financial a fixed fee in the amount of
         $200,000, payable in cash, in federal funds via wire
         transfer or certified check; and

    (ii) additionally, Griffin Financial will be paid a success
         fee of 10% of proceeds from the sale of some or all of
         the assets, including any real property, in excess of the
         Total Gross Consideration of $4.5 million.

Total Gross Consideration will mean the gross final consideration
or value received by the Debtors as a result of the sale
transaction.

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

                 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 APPAREL: August Sales Up 21% From Last Year
----------------------------------------------------
American Apparel, Inc., reported that for the month ended Aug. 31,
2012, total preliminary net sales increased 21% to $56.4 million
when compared to the month ended Aug. 31, 2011.  Between the same
periods, comparable retail and online sales on a preliminary basis
increased an estimated 26% and wholesale net sales increased an
estimated 12%.

The following table delineates the components of the increases
when compared to the corresponding month of the prior year:

                                  June      July    August
                                --------  -------   ------
Comparable Store Sales             21%      20%      27%
Comparable Online Sales            16%      26%      20%
Comparable Retail & Online         20%      21%      26%
Wholesale Net Sales                 7%       7%      12%

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.


AMERICAN WEST: U.S. Government Objects to Chapter 11 Plan
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. government
took issue Thursday with American West Development Inc.'s proposed
reorganization, saying the Las Vegas home builder's Chapter 11
plan violates the Bankruptcy Code and should not be confirmed.

Filed in Nevada bankruptcy court on behalf of the Internal Revenue
Service, the objection said the plan contained an unlawful
provision that would bar government entities from pursuing claims
against the debtor's estate, according to Bankruptcy Law360.

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.

                        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.


AOT BEDDING: Moody's Rates $725MM Senior Unsecured Notes 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the $725
million senior unsecured notes issued by AOT Bedding Super
Holdings LLC. At the same time, all ratings were affirmed,
including the B2 Corporate Family Rating. The rating outlook is
stable.

On September 6, 2012, Moody's assigned a B2 Corproate Family
Rating to AOT in connection with the $3 billion acquisition by
Advent International. AOT is the parent company of National
Bedding Co., the majority owner and licensee of Serta, and Simmons
Bedding Co. At the completion of the transaction, the company will
be renamed Serta Simmons Holdings, LLC.

The transaction was funded with a $1.2 billion senior secured term
loan, a $725 million senior unsecured bridge loan and $1.1 billion
of equity. "The bridge loan is being replaced with the $725
million senior unsecured notes," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.

The following rating was assigned:

  $725 million Senior Unsecured Notes due September 2020 at Caa1
  (LGD 5, 86%);

The following ratings were affirmed:

  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 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 (AOT's majority owner) 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's 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 Caa1 rating on the senior unsecured notes reflects a B2 CFR
and PDR and and an LGD 5, 86% liquidity assessment. The senior
unsecured note rating is two notches lower than the CFR reflecting
its junior position to the $1.2 billion term loan and the upstream
guarantees from operating subsidiaries.

Subscribers can find further details in the AOT Credit Opinion
published on Moodys.com.

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

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.


ATP OIL: Taps Jefferies & Company as Investment Banker
------------------------------------------------------
ATP Oil & Gas Corporation asks the U.S. Bankruptcy Court for the
Southern District of Texas for authorization to employ Jefferies &
Company, Inc., as its investment banker.

Jefferies will provide financial and capital markets advisory
services, including without limitation:

(a) Familiarizing with and analyzing, the business, operations,
    properties, financial condition, and prospects of the Debtor;

(b) Advising the Debtor on the current state of the "restructuring
    market";

(c) Assisting and advising the Debtor in developing a general
    strategy for accomplishing a Restructuring;

(d) Assisting and advising the Debtor in implementing a
    Restructuring;

(e) Assisting and advising the Debtor in evaluating and analyzing
    a Restructuring, including the value of the securities or debt
    instruments, if any, that may be issued in such Restructuring;

(f) Rendering other financial advisory services as may from
    time to time be agreed upon by the parties;

(g) Providing the Debtor expert witness testimony concerning a
    Restructuring, M&A Transaction, and/or DIP Financing, or any
    other matters that fall within the scope of Jefferies'
    services under the Engagement Letter;

(h) Assisting in the development of financial data and
    presentations to the Debtor's Boards of Directors, various
    creditors, and other third parties;

(i) Participating in negotiations among the Debtor and its
    creditors, suppliers, and other interested parties; and

(j) Advising the Debtor and negotiating with lenders with respect
    to potential waivers or amendments of various credit
    facilities.

As compensation for its services, Jefferies will receive:

(1) Monthly Fees: A monthly fee equal to $175,000 per month for
    the first three months, beginning July 16, 2012, and
    $150,000 per month thereafter until the expiration or
    termination of the engagement;

(2) Restructuring Fee: Upon the consummation (including the
    effective date of a Chapter 11 plan of reorganization or a
    plan of liquidation) of a Restructuring or similar
    transaction, a fee equal to $5,000,000;

(3) DIP Financing Fee: Upon the initial funding of a DIP
    Financing, a fee equal to $1,000,000;

(4) Opinion Fee: Upon the delivery of an opinion (regardless of
    the conclusion reached therein) a fee equal to 25% of the
    Transaction Fee (as defined below and calculated as if the M&A
    Transaction were consummated on the date on which the Opinion
    Fee is payable), subject to a minimum fee of $500,000 and a
    maximum fee of $1,000,00.  The fee will be credited, to the
    extent previously paid, once against the Transaction Fee, if
    any, payable to Jefferies by the Debtor in respect of the
    transaction to which the opinion relates;

(5) Transaction Fee: Upon the closing of an M&A Transaction, a fee
    equal to an amount to be determined according to the following
    schedule:

      (i) 1.50% of that portion of the Transaction Value (as such
          term is defined in the Engagement Letter) less than or
          equal to $250,000,000;

     (ii) An additional 1.25% of that portion of the Transaction
          Value greater than $250,000,000 and less than or equal
          to $500,000,000;

    (iii) An additional 1.00% of that portion of the Transaction
          Value greater than $500,000,000 and less than or equal
          to $1,000,000,000; and

     (iv) An additional 0.80% of that portion of the Transaction
          Value greater than $1,000,000,000.

    Pursuant to the terms of the Engagement Letter, a separate
    Transaction Fee will be payable in respect of each M&A
    Transaction in the event that more than one M&A Transaction
    will occur.

(6) In the event that Jefferies is entitled to both a Transaction
    Fee and a Restructuring Fee, Jefferies shall be entitled to
    the greater of the Transaction Fee or the Restructuring Fee
    (after giving effect to the next sentence), and not both fees.
    In addition, the aggregate fees paid to Jefferies under
    subsections (a) through (c) of this paragraph shall not exceed
    $7,500,000 in the aggregate.

(7) Expenses: In addition to any fees that may be paid to
    Jefferies hereunder, the Debtor will reimburse Jefferies, upon
    receipt of an invoice therefore, for all out-of-pocket
    expenses (including reasonable fees and expenses of counsel,
    and the reasonable fees and expenses of any other independent
    experts retained by Jefferies with the prior written approval
    of the Debtor) incurred by Jefferies and its designated
    affiliates in connection with this engagement.

To the best of the Debtor's knowledge, Jefferies is a
"disinterested person" as defined in Sections 101(14) and 1107(b)
of the Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtor's estate that would otherwise render
Jefferies ineligible to serve as the financial advisor for the
Debtor pursuant to the provisions of Section 327(a) of the
Bankruptcy Code.

Prior to the Petition Date, pursuant to the Engagement Letter, the
Debtor paid Jefferies fees in an aggregate amount of $350,000.  In
addition, pursuant to the Engagement Letter, the Debtor paid
Jefferies $6,203.03 for reimbursement of expenses incurred by
Jefferies in connection with its services under the Engagement
Letter.  The Debtor paid $356,203.03 to Jefferies in the 90 days
prior to the Petition Date.

Jefferies has no claims for payment of compensation or
reimbursement of expenses under the Engagement Letter in
connection with services rendered or expenses incurred
by Jefferies prior to the Petition Date.

                         About ATP Oil

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

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: U.S. Trustee Expands Creditors' Committee to 7 Members
---------------------------------------------------------------
Judy A. Robbins the U.S. Trustee for Region 7, has expanded the
Official Committee of Unsecured Creditors in the Chapter 11 case
of ATP Oil and Gas Corporation to seven members by adding the
following four entities to the Committee: (a) Paul Robinson, for
ERA Helicopters LLC, (b) Duane Boudoin, for Alpha Rental Tools,
Inc., (c) James M. Sczudlo, for Schlumberger Technology
Corporation, and (d) Linda Norvell for M-I, LLC d/b/a M-I SWACO.

The Committee now comprises:

      1. Michael L. Spolan, for Capital Ventures International
         c/o Heights Capital Management Inc.
         101 California Street, Suite 3250
         San Francisco, CA 94111
         Tel: (415) 403-6500
         Fax: (415) 403-6525
         E-mail: michael.spolan@sig.com

      2. Edward Kovalik, for Burnham Securities Inc.
         c/o KLR Group, 510 Madison Ave., 10th Floor
         New York, NY 10022
         Tel: (212) 642-0423
         Fax: (646) 576-8630
         E-mail: ek@klrgroup.com

      3. Susan Benoit, for Deep South Chemical, Inc.
         P.O. Box 80657
         Lafayette, LA 70598
         Tel: (337) 837-9931
         E-mail: susanbenoit@deep-south-chemical.com

      4. Paul Robinson, for ERA Helicopters LLC
         600 Airport Service Road
         Lake Charles, LA 70605
         Tel: (954) 627-5206
              (954) 292-0945(m)
         E-mail: probinson@CKOR.com

      5. Duane Boudoin, for Alpha Rental Tools, Inc.
         4836 Hwy 182, Houma, LA 70364
         Tel: (985) 868-4511
         Fax: (985) 879-4064
         E-mail: twhite@alpharentaltools.com

      6. James M. Sczudlo, for Schlumberger Technology Corp.
         1325 S. Dairy Ashford
         Houston, TX 77077
         Tel: (281) 285-1964
         Fax: (281) 285-1952
         E-mail: sczudlo@slb.com

      7. Linda Norvell, for M-I, LLC d/b/a M-I SWACO
         5950 North Concourse Dr.
         Houston, TX 77072
         Tel: (832) 295-2668
              (832) 351-4284
         E-mail: lnorvell@miswaco.slb.com

                         About ATP Oil

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

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: Sec. 341(a) Meeting Scheduled for Sept. 25
---------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of ATP Oil & Gas
Corporation on Sept. 25, 2012, at 10:00 a.m. at Suite 3401, 515
Rusk Ave, in Houston, Texas.  Notice of deadline to file a proof
of claim will be sent at a later time.

                         About ATP Oil

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

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


ATP OIL: Warrior Energy Raises P&A Letter in Debtor's Loan Bid
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the emergency motion of Warrior Energy Services
Corporation and Superior Energy Services, L.L.C., to reconsider
the interim order authorizing postpetition financing and use of
cash collateral in the bankruptcy case of ATP Oil & Gas
Corporation.  The Court has not set the date for the rehearing on
the emergency motion.

The P&A Letter provides that the BOEM is initiating a review as to
whether additional bonding will be required with respect to
certain pipeline right of ways, and that a decision with respect
to such additional bonding obligations will be sent in the next
several weeks.

In the emergency motion, Warrior and Superior told the Court that
on Aug. 17, 2012, they had learned that the U.S. Department of the
Interior, Bureau of Ocean Energy Management (the "BOEM"),
delivered written notification to the Debtor that ATP will be
required to post plugging and abandonment ("P&A") bonds in
connection with the Debtor's offshore oil and gas leases in an
amount exceeding $70 million.

Although the Debtor received the P&A Letter on Aug. 17, 2012, this
information was not disclosed in the Debtor's motion for DIP
financing or in connection with the hearing on the same held
4 days later on Aug. 21, 2012.  Warrior and Superior averred that
the omission of the forthcoming bonding obligation constituted a
material omission of facts that may directly impact the Debtor's
ability to avoid an Event of Default (as that term is defined in
the Interim DIP Order) under the proposed DIP financing, as well
as the ability of the Debtor to successfully reorganize.

Warrior and Superior further stated, "Given the extraordinary
relief granted in the Interim DIP Order, including, without
limitation, the "roll-up" of approximately $367 Million in pre-
petition secured debt and granting of superpriority liens and
administrative claim status, this Court, the Movants, and all
parties-in-interest should be afforded the opportunity to further
investigate and examine the Debtor and its prepetition and DIP
lenders with respect to their knowledge of the P&A Obligations, as
well as the effect of such obligations on the contemplated DIP
financing and the Debtor's reorganization plans."

ATP Oil objected to the emergency motion, citing that Warrior and
Superior wrongly interpreted the P&A Letter, and viewed the
potential supplemental bonding requirements set forth therein as
final, immutable and immediate demands on ATP's liquidity.
According to the Debtor, in reality, the letter is merely "an
opening salvo in an ongoing, potentially lengthy, process of
negotiation between ATP and BOEM, with the actual amounts of
supplemental bonds that ATP will have to post still undetermined."

Additionally, ATP Oil says even if ATP were ultimately required to
post amounts requested by BOEM, this will not occur in the near
term, and consequently will not affect ATP's liquidity for the
period covered by the Interim DIP Order.  On a going-forward
basis, ATP and its DIP Lenders already have planned and provided
for the possible imposition of substantial supplemental bonding
requirements, including by providing an  $84.9 million line item
in ATP's 18-month budget (available to ATP upon final approval of
the DIP facility at the September 20th final hearing).

Further, according to the Debtor, it did not conceal the ongoing
negotiations between it and BOEM or the specifics of the P&A
Letter before or at the Aug. 21, 2012 hearing.

Credit Suisse AG, Agent for the $617,600,000 DIP Facility, said in
court filings:

A. Reconsideration is not warranted because the Debtor's P&A and
   bonding obligations are addressed in the DIP Budget.

B. Credit Suisse and its counsel did not receive the BOEM Letter
   until Aug. 24, 2012, or 3 days after the Aug. 21, 2012 hearing.

                         About ATP Oil

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

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

The company disclosed $3.64 billion in assets and $3.49 billion in
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan, $1.5 billion on second-lien notes with Bank of
New York Mellon Trust Co. as agent, $35 million on convertible
notes and $23.4 million owing to third parties for their shares of
production revenue.

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


BANKATLANTIC BANCORP: Preferred Securities Delisted from NASDAQ
---------------------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of BBC Capital Trust II 8.50% Trust Preferred
Securities of BBX Capital Corporation, formerly known as
BankAtlantic Bancorp Inc.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $3.83 billion
in total assets, $3.87 billion in total liabilities, and a
$43.75 million total deficit.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BARZEL INDUSTRIES: Plan of Liquidation Effective
------------------------------------------------
BankruptcyData.com reports that Barzel Industries' Amended Joint
Plan of Liquidation became effective.  The Court confirmed the
Plan on Sept. 8, 2011.  Barzel Industries sold substantially all
of its assets to Chriscott USA for $75 million in November 2009.

                     About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., was in the
business of processing and distributing steel.  The Company
manufactured steel for the construction and industrial
manufacturing industries, and produces finished commercial racking
products.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 09-13204) on Sept. 15, 2009.
Judge Christopher S. Sontchi presides over the cases.  J. Kate
Stickles, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, and
Gerald H. Gline, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., in Hackensack, N.J., serve as the Debtors' counsel.

On the same day, Barzel Industries filed applications for relief
under the Canadian Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice -- Commercial List.

Barzel Industries recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.


BELLWEST HOLDINGS: Files for Chapter 11 in Arizona
--------------------------------------------------
Bellwest Holdings LLC, owner of a property in Surprise, Arizona,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20126) on
Sept. 10, 2012, in Tucson.

The Debtor, a single asset real estate under 11 U.S.C. Sec. 101
(51B), estimated assets and debts of $10 million to $50 million in
the petition.  The formal schedules of assets and liabilities are
due Sept. 24.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a)
scheduled for Oct. 11, 2012, at 1:00 p.m.

Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC, serves as
counsel.


BIG SKY FARMS: Large Canadian Hog Producer in Receivership
----------------------------------------------------------
Big Sky Farms, Canada's second-biggest hog producer, has entered
receivership as the North American hog industry struggles under
the bruising costs of animal feed, Rod Nickel at Reuters reports.

Big Sky Farms, based in Humboldt, Saskatchewan, said it would
operate for now with no plans to lay off staff or liquidate its
pig inventory, said Neil Ketilson, general manager of Sask Pork,
an industry group run by hog farmers.  Mr. Ketilson said the
receiver would ensure that there was money to feed the pigs.

Reuters says that a severe drought in the United States has
decimated crops, which has led to higher costs for feed grains.

In an interview with the Manitoba Farm Journal, however,
Big Sky Chief Executive Casey Smit was quoted at saying that
because of the drought driving up feed costs, Big Sky was losing
C$40 to C$50 on every hog it sends to market, Reuters notes.

Corn, barley and wheat prices are leading many North American hog
farmers to liquidate their herds and send more pigs to slaughter,
resulting in lower U.S. hog prices, Mr. Ketilson said, according
to Reuters.

Reuters says that if Big Sky were to liquidate its herd, the
broader Western Canadian hog industry would be hit hard, including
feed mills, truckers and hog processors.  Big Sky is one of the
suppliers for packing plants owned by Maple Leaf Foods and Olymel.
Canada is the world's third-largest pork exporter, Reuters says.

Big Sky filed for bankruptcy protection in 2009 after a similar
run-up in feed costs and restructured its business.


BITZIO INC: Reports Net Loss of $4.7-Mil. in Second Quarter
-----------------------------------------------------------
Bitzio, Inc., filed its quarterly report on Form 10-Q, reporting a
net loss of $4.7 million on $459,902 of revenues for the three
months ended June 30, 2012, compared with a net loss of $33,646 on
$0 revenue for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $6.7 million on $999,315 of revenues, compared with a net loss
of $42,580 on $0 revenue for the same period of 2011.

During the six months ended June 30, 2012, the Company recorded an
impairment charge totaling $3,981,508 related to purchased
goodwill whose carrying amount exceeded its implied fair value
(Dec. 31, 2011 - $2,350,800).

The Company's balance sheet at June 30 , 2012, showed
$3.5 million in total assets, $1.8 million in total current
liabilities, and stockholders' equity of $1.7 million.

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

                       http://is.gd/8XJnk8

San Francisco, Calif.-based Bitzio, Inc., develops and sells
mobile applications for smartphones.

                           *     *     *

As reported in the TCR on April 4, 2012, Sadler, Gibb &
Associates, LLC, in Salt Lake City, expressed substantial doubt
about Bitzio's ability to continue as a going concern, following
the Company's results for the fiscal yer ended Dec. 31, 2011.  The
independent auditors noted that the Company has not
yet established an ongoing source of revenue sufficient to cover
its operating costs.


BROOKWATER VENTURES: Block Operator Seeks 30% of Agua Grande
------------------------------------------------------------
Brookwater Ventures Inc. disclosed that its wholly owned
subsidiary, Agua Grande Exploracao e Producao de Petroleo Ltda.,
has been notified by the operator of block 166 in the Reconcavo
Basin in Brazil that due to the current dispute over non-payment
by Agua Grande of certain outstanding cash calls, the operator of
Block 166 plans to apply to the governmental and regulatory
authorities to assume the Company's 30% working interest in Block
166 pursuant to the terms of the joint operating agreement entered
into among the parties.

The Company is disputing the notice provided by the operator and
plans to pursue all legal remedies available.  If unsuccessful,
the Company could lose its interest in Block 166.  The loss of the
Company's interest in Block 166 is also an event of default under
the promissory note entered into by the Company on July 19, 2012.
Pursuant to the terms of the Promissory Note, upon an event of
default the noteholder has the option to declare the principal of
the Promissory Note outstanding together with all interest accrued
and unpaid immediately due and payable.

The Company also announces that it has appointed Mr. Scott Moore
to the board of directors of Brookwater.  Mr. Moore takes the
place vacated by Mr. Stan Bharti who has resigned from the board
to focus on other commitments.  Brookwater remains a member of the
Forbes & Manhattan Group of Companies and continues to receive all
of the benefits of such membership, including access to a world
class team of geologists and petroleum engineers, advice from Mr.
Bharti and other Forbes & Manhattan capital market professionals
and strategic advice from the Forbes & Manhattan Board of
Advisors.

Mr. Moore is an experienced business executive with over 20 years
in the resource and durable goods sector. He is currently the
President and CEO of Dacha Strategic Metals Inc. and Chief
Operating Officer of Forbes & Manhattan Inc. He holds a Bachelor
of Arts degree from the University of Toronto and an MBA from the
Kellogg School of Management.

The Company is additionally in advanced stages of evaluating
several acquisition opportunities, and hopes to capitalize on its
in-country operational expertise to create shareholder value.

                         About Brookwater

Brookwater Ventures Inc. is a Canadian independent oil exploration
company focused on growing its asset base primarily in Brazil.


BURGER KING: S&P Rates $1.875-Bil. Credit Facility 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' issue rating
and '1' recovery rating to Miami-based Burger King Corp.'s $1.875
billion revolving credit facility, consisting of a $150 million
revolving credit facility and $1.725 billion term loan that will
be allocated among A and B tranches. "The '1' recovery rating
reflects our expectation of very high (90% to 100%) recovery
of principal in the event of a payment default.  We expect the
company will use the proceeds to refinance its existing term
loan," S&P said.

"All of our other existing ratings on Burger King, including the
'B+' corporate credit rating, remain unchanged. The outlook is
stable," S&P said.

"Our view of the company's financial risk profile 'highly
leveraged,' based on forecasted credit ratios. As a result of the
refinancing, the company's debt amounts do not change materially
and interest costs and cash flow metrics improve very modestly. We
also assess its business risk as 'fair,' which incorporates the
highly competitive nature of the industry and its susceptibility
to economic conditions that somewhat offsets Burger King's
global presence, domestic market share, and recent operational
improvements," S&P said.

RATINGS LIST

Burger King Corp.
Corporate Credit Rating                         B+/Stable/--

New Ratings

Burger King Corp.
Senior Secured
  $150 mil revolver                              BB
   Recovery Rating                               1
  Term loan A                                    BB
   Recovery Rating                               1
  Term loan B                                    BB
   Recovery Rating                               1


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

The professional services that Berkeley Research Group (BRG) will
render to the Committee include:

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

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

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

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

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

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

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

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

     i. attending meetings and assisting in discussions with
        the Debtors, the Committee, the U.S. Trustee, and other
        parties in interest and professionals hired by the
        parties as requested;

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

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

     l. advising the Committee with the evaluation and analysis of
        claims (including any alleged pension claims and/or
        obligations of the Debtors), and on any litigation
        matters, including, but not limited to, avoidance actions
        for fraudulent conveyances and preferential transfers, and
        actions concerning the property of the Debtors' estates;

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

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

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

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

     a. Principals/Directors                 $605-785 per hour
     b. Senior Managing Consultants          $355-470 per hour
     c. Consultants/Managing Consultants     $270-350 per hour
     d. Associates/Senior Associates         $250-275 per hour
     e. Paraprofessionals                    $105-175 per hour

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

              About Christian Brothers' Institute

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

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

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

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


CLEAR CREEK: Exclusive Plan Filing Period Extended to Jan. 2013
---------------------------------------------------------------
U.S. Bankruptcy Court for the District of Nevada has extended the
period in which no other party-in-interest may file a plan through
Jan. 4, 2013, of Clear Creek Ranch II, LLC, and Clear Creek at
Tahoe, LLC.

The Debtors said they must amend their disclosure statement
and plan so as to fold in the terms, and the financial business
and structural implications of settlements with the so-called
"Serpa Parties" and SPE GO Holdings, Inc., which have been
documented but not yet approved by the Court, and a joint venture
agreement still being negotiated between the Debtors and their
financial partner, Arendale Holdings Corp.  Based on delays
associated with those matters, the Debtors do not anticipate being
able to file an amended disclosure statement and plan until late
August or early September 2012, making plan confirmation sometime
between late October and the end of November 2012.  The Debtors
have filed the instant motion requesting a third extension of the
conditional exclusivity period through Jan. 4, 2013, an extension
of approximately 140 days.

The Debtors state that they have focused on resolving the
litigation between the Debtors and the Serpa Parties, including an
adversary proceeding and six proofs of claim filed by the Serpa
Parties.  On May 25, 2012, the Debtors filed a motion for an
order approving a settlement agreement, which among other things:
(i) provides for the elimination of nearly $170 million of
claims filed by the Serpa Parties, including the reduction from
roughly $17 million to $8 million of a secured claim held by one
of the Serpa Parties; (ii) the Debtors and the Serpa Parties have
agreed to a mutual release of all claims between them, including
Serpa Parties' claims and the remaining claims asserted by the
Debtors in an adversary proceeding filed by the Debtors against
the Serpa Parties pending in the bankruptcy court; and (iii) after
receipt of a court-approved disclosure statement, the Serpa
Parties will vote in favor of and support confirmation of the
Debtors' plan.

The Debtors said they have come to an agreement with GO Holdings,
the owner of the golf course through foreclosure, regarding the
location and conveyance of easements on residential property owned
by CCR II.  SPE GO commenced an adversary proceeding against the
Debtors and an affiliate in the Court on Feb. 10, 2012, and filed
a proof of claim for an unknown amount against CCR II.  On June
14, 2012, the Debtors filed a motion for an order approving a
settlement agreement, which states that in exchange for temporary
delivery of water to the golf course and a grant of certain
temporary and permanent easements over the residential property
and golf course, the parties have agreed to a mutual release of
all claims, including the claims asserted by GO Holdings in the
adversary proceeding and the withdrawal of the GO Holdings' proof
of claim.

The Debtors said that they have taken steps to raise funds for a
restructuring -- to pay creditors in full and to continue with the
development and, ultimately, the sale of home sites in CCR II's
residential subdivision.  The Debtors have entered into a letter
of intent with Arendale and are working diligently to conclude
their negotiations over definitive agreements that will be between
a special purpose entity that will be formed by Arendale and the
Debtors.  For structuring purposes, the Debtors and Arendale have
agreed that the Clear Creek SPE will instead be one member in a
company to be formed ("Newco," for the sake of easy reference),
which consists of a joint venture with CCR II, which will be the
other member.  Newco will own three subsidiaries: one subsidiary
will own the golf course (presently owned by GO Holdings), one
will own the residential subdivision (currently owned by CCR II),
and the other will own the open space which is subject to a
conservation easement (currently owned by Clear Creek Ranch, LLC,
a non-debtor).  The residential Newco subsidiary will buy the
residential subdivision from CCR II for an all cash purchase price
sufficient to pay all third party creditors in full on or
immediately after the plan effective date.  The Debtor stated that
this restructuring, to be reflected in an amended plan, will once
again reunite the residential subdivision, golf course property,
and the open space under common ownership, allowing for the
development of the project as a cohesive residential and golf
course community.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represent the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., represents the Debtors as local reorganization
counsel.


COSTA DORADA: Exclusive Plan Filing Period Extended to Sept. 15
---------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico extended until Sept. 15, 2012, Costa
Dorada Apartments Corp.'s time to file a second amended plan of
reorganization and an explanatory disclosure statement.

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

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

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

   1) sale of 15 apartment units in the project;

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

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

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

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

                   About Costa Dorada Apartments

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


CROSS ISLAND: Sept. 13 Hearing on Exclusivity Extension
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on Sept. 13, 2012, to consider Cross Island
Plaza, Inc., and affiliate Block 1892 Realty Corp.'s request for a
90-day extension of their exclusive periods to solicit acceptances
of their proposed Plan of Liquidation.

The Debtors in June filed a plan that promises to provide U.S.
Bank National Association, as trustee on a secured promissory
note, full payment for its $26 million secured claim from the
proceeds of the sale of the Debtors' property or rental fees.
They Debtors filed a second amended disclosure statement on
Aug. 23, 2012.

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


D.R. HORTON: Fitch Rates Proposed $350-Mil. Senior Notes 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to D.R. Horton, Inc.'s
(NYSE: DHI) proposed offering of $350 million principal amount of
senior notes due 2022.  This issue will be rated on a pari passu
basis with all other senior unsecured debt.  Net proceeds from the
notes offering will be used for general corporate purposes.

The ratings for DHI reflect the company's strong liquidity
position, the successful execution of its business model,
geographic and product line diversity and steady capital
structure.  Fitch expects better prospects for the housing
industry this year.  That being the case, there are still
challenges facing the housing market that are likely to moderate
the early stages of this recovery.  Nevertheless, DHI has the
financial flexibility to navigate through the still somewhat
challenging market conditions and continue to selectively and
prudently invest in land opportunities.

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

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

DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow.  DHI had
been aggressively reducing its debt over the past few years.
Homebuilding debt declined from roughly $5.5 billion at June 30,
2006 to $1.95 billion as of June 30, 2012 (including $350 million
of 4.75% senior notes due 2017 issued in May 2012), a 65%
reduction.  Debt-capitalization is 35.8%.  Net debt-capitalization
is 18.3%.  DHI has lowered its homebuilding debt levels
meaningfully in each of the last three fiscal years (as shown
below):

  -- By $336.3 million in fiscal 2009;
  -- By $991.3 million in fiscal 2010; and
  -- By $497.2 million in fiscal 2011.

This was accomplished through debt repurchases, maturities and
early redemptions.  Through the first nine months of fiscal 2012
(ending June 30, 2012), DHI has repurchased an additional $10.8
million of senior notes. DHI has $172 million of senior notes
maturing in May 2013.  DHI's next major debt maturity is in
January 2014, when $145 million of senior notes mature.

DHI currently has solid liquidity with unrestricted homebuilding
cash of $884.3 million and marketable securities of $283.7 million
as of June 30, 2012.  On Sept. 7, 2012, DHI entered into a new
$125 million five-year unsecured revolving credit facility.  This
facility has an uncommitted $375 million accordion feature which
could increase the facility up to $500 million, subject to
additional bank commitments.

DHI maintains a 7.1-year supply of lots (based on last 12 months
deliveries), 68.7% of which are owned and the balance controlled
through options.  The options share of total lots controlled is
down sharply over the past five years as the company has written
off substantial numbers of options.  Fitch expects DHI to continue
rebuilding its land position and increase its community count.

The primary focus will be optioning (or in some cases, purchasing
for cash) finished lots, wherein DHI can get a faster return of
its capital.  DHI's cash flow from operations during the LTM
period ending June 30, 2012 was a negative $87 million. For all of
fiscal 2012, Fitch expects DHI to be about $350 million cash flow
negative.

The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50%-60% of total inventory
and 46% at June 30, 2012).  DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).

A key focus is on selling these homes either before construction
is completed or certainly before a completed spec has aged more
than a few months.  This has resulted in consistently attractive
margins.  DHI successfully executed this strategy in the past,
including during the severe housing downturn.  Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, wherein spec inventory accounted for roughly
35%-40% of homes under construction.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as:

  -- Trends in land and development spending;
  -- General inventory levels;
  -- Speculative inventory activity (including the impact of high
     cancellation rates on such activity);
  -- Gross and net new order activity;
  -- Debt levels;
  -- Free cash flow trends and uses; and
  -- DHI's cash position.

Negative rating actions could occur if the recovery in housing
dissipates and DHI prematurely and aggressively steps up its land
and development spending.  This could lead to consistent and
significant negative quarterly cash flow from operations and
meaningfully diminished liquidity position (below $500 million).
Conversely, Fitch would consider taking positive rating actions if
the recovery in housing persists, or accelerates and DHI shows
continuous improvement in credit metrics (such as debt leverage
below 5x by FY end 2013), while maintaining a healthy liquidity
position (about $900 million to $1 billion at FY end 2012 and
2013).

Fitch currently rates DHI as follows:

  -- Long-term IDR at 'BB';
  -- Senior unsecured debt at 'BB'.

The Rating Outlook is Positive.


D.R. HORTON: Moody's Rates $350-Mil. Senior Unsecured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Horton's
proposed $350 million senior unsecured notes due 2022, proceeds
from which will be used for general corporate purposes, including
growth capital. At the same time, the rating outlook was changed
to positive from stable. Moody's also affirmed the company's Ba2
corporate family and probability of default ratings, and Ba2
ratings on the existing senior unsecured notes and convertible
senior notes. The speculative grade liquidity assessment is SGL-2.

The following rating actions were taken:

  Proposed $350 million senior unsecured notes due 2022, assigned
  Ba2 (LGD4, 54%);

The rating outlook was changed to positive from stable.

  Corporate family rating, affirmed at Ba2;

  Probability of default rating, affirmed at Ba2;

  Existing senior unsecured notes, affirmed at Ba2 (LGD4, 54%);

  Existing convertible senior notes, affirmed at Ba2 (LGD4, 54%).

Ratings Rationale

The change in outlook to positive from stable reflects the
company's ability to generate rapid growth while maintaining solid
liquidity and financial flexibility and the second lowest debt
leverage profile in the industry.

The Ba2 rating reflects the company's cash generating prowess,
which has permitted it to repay over $4 billion of homebuilding
debt out of internally generated funds since the downturn began.
The rating also incorporates Horton's conservative capital
structure as reflected in one of the lowest homebuilding debt
leverage ratios in the industry, its relatively clean and
transparent balance sheet, and strong earnings metrics, including
reasonably healthy gross margins and positive net income
generation. In addition, the Ba2 rating considers Horton's solid
liquidity, supported by approximately $1.2 billion of unrestricted
cash and investments (as of June 30, 2012) and a newly established
$125 million senior unsecured revolving credit facility due 2017.
The rating also reflects the company's size and scale as one of
the largest and most geographically diversified homebuilders in
the U.S.

In the third fiscal quarter of 2012, ended June 30, 2012,
approximately $717 million of the company's deferred tax asset
valuation allowance was reversed, which resulted in net worth
increasing to $3.5 billion from $2.7 billion. The adjusted
homebuilding debt to capitalization ratio, pro forma for the
proposed $350 million note offering, will increase to 41% from 37%
at June 30, 2012. In Moody's view, the capitalization ratio should
decline over the next 12 to 18 months as the company continues to
build its tangible net worth with growing net income.

Horton's rating also recognizes that while the industry is
demonstrating some positive trends, conditions still remain weak
compared to historical norms, and a robust recovery is unlikely
over the next 12 to 18 months. This will constrain the degree of
improvement Horton and the other homebuilders will be able to
realize in the near term. Moody's expects Horton to generate
negative cash flow from operations over the next 12 to 18 months
as it replenishes and adds to its land position. The company's
large speculative build percentage of over 50% and moderately long
land supply of about six years leave it exposed in the event of a
sharp or sudden downturn.

Horton's good liquidity profile is reflected in its SGL-2
speculative-grade liquidity assessment, which balances the
company's strong cash position and the availability under a newly
established $125 million senior unsecured revolving credit
facility with the expectation for negative cash flow generation,
the need to maintain covenant compliance, and somewhat limited
opportunities to monetize excess assets quickly.

The ratings could improve if the company continues to expand its
net income generation and maintains its homebuilding debt leverage
comfortably below 40% while sustaining strong liquidity.

The outlook could be changed to negative if the industry entered
into a double dip downturn. The ratings could be lowered if
impairment charges were again to reach high levels, cash flow
generation were to turn sharply negative without an offsetting
increase in earnings, and/or the company were to increase its
adjusted gross homebuilding debt leverage above 50%.

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

D.R. Horton, Inc., headquartered in Fort Worth, Texas, is one of
the largest and most geographically diversified homebuilders in
the United States. The company has a presence in 26 states and 75
regions and generates approximately 98% of its revenues from
homebuilding operations, focusing on the construction and sale of
single-family detached homes. In the last twelve months ended June
30, 2012, the company generated total revenues of $4.0 billion.


D.R. HORTON: S&P Rates $350MM Senior Notes Due 2022 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to D.R. Horton Inc.'s proposed
offering of $350 million of senior notes due 2022. "Our '3'
recovery rating indicates our expectation for a meaningful (50%-
70%) recovery in the event of a default. At the same time, we
affirmed our ratings on D.R. Horton, including the 'BB-' corporate
credit rating and issue-level ratings on the company's debt. The
outlook is positive," S&P said.

"D.R. Horton plans to use proceeds from the offering for general
corporate purposes. Standard & Poor's expects the offering to
immediately bolster the company's holdings of unrestricted cash
and marketable securities (which totaled approximately $1.2
billion at June 30, 2012), providing additional funds for
investment in land and inventory," said credit analyst, Susan
Madison. "The offering will also boost total funds available for
the repayment of the company's 2013 and 2014 debt maturities.
Substantially all of D.R Horton's homebuilding subsidiaries will
guarantee the notes, which will rank equally with the company's
other senior unsecured obligations."

"Our positive outlook acknowledges our expectation that continued
growth in sales volumes and moderate margin expansion will result
in improving credit metrics over the balance of 2012 and 2013. We
could raise our corporate credit rating to 'BB' if we think D.R.
Horton is poised to achieve mid-teen revenue growth in 2013 and
EBITDA margins (excluding impairments and interest in cost of
sales) in the low 9% area. Under this scenario, we would expect
debt-to-EBITDA to decline to about 5x by year-end 2013. However,
we could revise the outlook to stable if sales growth is more
moderate than we currently expect (i.e., it falls below 10%) and
EBITDA margins (excluding impairments and interest in cost of
sales) decline to the high 6% area. We would not expect debt-to-
EBITDA (including operating leases) to improve materially from the
current mid-6x area under this scenario, and an upgrade is
unlikely. We could also revise the outlook to stable if growth in
debt levels outpaces expected revenue and EBITDA gains, and credit
metrics appear unlikely to improve materially from the current
range," S&P said.


DELTA PETROLEUM: Zell Credit Discloses 37.2% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Zell Credit Opportunities Master Fund, L.P., and its
affiliates disclosed that, as of Aug. 31, 2012, they beneficially
own 56,359,319 shares of common stock of Par Petroleum
Corporation, formerly known as Delta Petroleum Corporation,
representing 37.2% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/QISfA3

                        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

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.

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


DELTA PETROLEUM: Waterstone Capital Discloses 14.9% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Waterstone Capital Management, LP, and its affiliates
disclosed that, as of Aug. 31, 2012, they beneficially own
25,584,808 shares of common stock of Par Petroleum Corporation,
formerly known as Delta Petroleum Corporation, representing 14.97%
of the shares outstanding.  A copy of the filing is available at:

                         http://is.gd/M6rIfB

                        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

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.

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


DEWEY & LEBOEUF: Targets to File Chapter 11 Plan by Dec. 31
-----------------------------------------------------------
Dewey & Leboeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusive periods to
file and solicit acceptances for the proposed chapter 11 plan
until Dec. 31, 2012, and March 1, 2013, respectively.  A hearing
on Sept. 20, 2012 at 10 a.m. has been set.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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


DIALOGIC INC: Amends Form S-3 Prospectus with SEC
-------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-3 relating to the
disposition from time to time of up to 57,971,766 shares of the
Company's common stock, consisting of 18,000,000 shares of common
stock issuable upon the exercise of warrants and 39,971,766 shares
of common stock issuable upon conversion of notes, which are held
by entities affiliated with Tennenbaum Capital Partners, LLC, EAS
Series C Investments, L.P., Investcorp International Inc., et al.

The selling stockholders acquired the warrants and notes from the
Company in connection with the Company's debt restructuring on
March 22, 2012, and a private placement of the Company's
securities on April 11, 2012, respectively.

The Company will bear all costs, expenses and fees in connection
with the registration of the shares.  The Company will not receive
any of the proceeds from the sale of these shares of its common
stock by the selling stockholders.  The Company will, however,
receive the net proceeds of any warrants exercised for cash.

The Company's common stock is listed on The NASDAQ Global Market
under the symbol "DLGC."  The last reported sale price of the
Company's common stock on July 11, 2012, was $0.76 per share.

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

                        http://is.gd/au0Zvq

                          About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$140.76 million in total assets, $188 million in total liabilities
and a $47.23 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DIGITAL DOMAIN: Files for Bankruptcy, Selling Animation Business
----------------------------------------------------------------
Digital Domain Media Group, Inc. and 13 affiliates, providers of
visual effects for the movie industry, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to
sell its business for $15 million to Searchlight Capital Partners
LP.

The Debtors are also seeking ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

"We're excited to begin this new chapter in our history and look
forward to partnering with Searchlight," said Ulbrich, a 20-year
veteran of the company.  "The capital commitment of Searchlight
will enable us to continue to bring our expertise to feature
films, advertising, games, and other media experiences, with a
focus on what we do best -- creating amazing digital productions.

We remain on track to deliver all of our clients' productions on
schedule, on budget and at the highest degree of quality that they
expect from Digital Domain."

"DDMG has been working diligently to reduce costs for the benefit
of stakeholders and has already implemented various strategic
realignment initiatives that we believe will have a positive
impact on the robust and flourishing going concerns.  In tandem
with Senior Noteholders and other parties, it was determined that
the use of these proceedings provides the most viable opportunity
for creditor recovery while also ensuring identification of buyers
who recognize the true value of these assets," said Michael
Katzenstein, a senior managing director with FTI Consulting, who
now serves as Chief Restructuring Officer of DDMG.

"Importantly, we are grateful for the cooperative assistance of
our lenders, our customers and employees as we work to seamlessly
transition these important businesses and other assets to
financially strong and committed buyers.  Their ongoing support
ensures the success of these matters."

The Company disclosed total assets of $205 million and total
liabilities of $214 million as of June 30, 2012.  Liabilities
include $40 million on senior secured convertible notes on which
there is $24.7 million in interest owing.  There is another issue
of $8 million in subordinated secured convertible notes.  Debt
owing to trade suppliers and accounts payable totals $27.4
million.

                      Visual Effects Business

Under the terms of the purchase agreement, Searchlight will
acquire the assets of DDPI free and clear of all claims and
encumbrances pursuant to Section 363 of the U.S. Bankruptcy Code
for the purchase price of $15 million.  The sale will be the
subject of a public auction, and DDMG is required to engage in a
process of seeking the highest and best bid for these assets in
accordance with the proposed bid procedures as filed with the
Court.

The bid procedures provide that if the Debtors sell the assets to
another party, Searchlight would receive a break-up fee of
$375,000 (2.5% of the purchase price) and reimbursement of up to
$375,000 in expenses.

"We believe in the visual effects business of Digital Domain, led
by Ed Ulbrich and his team, and are strongly committed to
maintaining the premiere product they create for customers and
moviegoers.  Upon Searchlight's consummation of the transaction,
we have committed and will continue to commit our strong financial
resources and expertise to ensure that this business always
remains healthy and vibrant," said Eric L. Zinterhofer, co-
Founder, Searchlight Capital Partners L.P.

                    Hollywood Studios Impatient

The Debtors said a quick sale of the assets is the only way to
save nearly 700 jobs in the U.S. and Canada and preserve the value
of the business.

Last week the company said that to focus on its core business
Digital Domain Productions, Inc., it was closing operations in
Port St. Lucie, Florida, while continuing at facilities in
California, Vancouver, and West Palm Beach, Florida.

DDMG began the cessation of its Port St. Lucie, Florida operations
by reducing virtually its entire Port St. Lucie workforce by
approximately 300 employees and retaining approximately 20
employees.

The Debtors' remaining business -- headquartered in California and
Vancouver -- provide digital content services to a small number of
motion picture studios to whom the Debtors deliver special effects
of feature films, commercials, and other productions.  Studios
have made repeated demands that the Debtors provide them with
immediate assurances of the Debtors' financial ability to perform
under their arrangements.  The studios could resource their work
to other providers if a more protracted sale process is conducted.

The Debtors said that during the Chapter 11 process, DDPI and
Mothership intend to continue to operate without interruption in
the ordinary course of business including adhering to and seeing
through client contracts.

                         Road to Bankruptcy

The company reported an operating loss of $40.2 million and a net
loss of $50.7 million in the first half of 2012 on total revenue
of $64.9 million.  In 2011, it incurred a $75.1 million operating
loss on total revenue of $98.6 million.

The senior notes due 2017 under which $40.0 million in original
principal obligations remains outstanding contain a number of
affirmative negative covenants, including minimum levels of
available cash and free cash flow.  As a result of negative
working capital, the company failed to meet the liquidity
covenants and was running out of cash.  In late August 2012, the
company was notified by noteholders that it was in default of its
obligations under the senior notes.  The Company was unable to
locate sufficient sources of capital to enable it to restructure
its debt and pay operating expenses going forward.

                       $20 Million Financing

The Debtors have arranged $20 million in financing from existing
secured lenders as a bridge to a sale of the assets and the
orderly wind-down of the remaining operations.

The Senior Noteholders, led by Hudson Bay Master Fund Ltd., have
agreed to provide DDMG with up to $20 million in debtor-in-
possession financing.  If approved by the Court, DDMG, DDPI and
Mothership will have access to the funds to pay normal operating
expenses, such as employee wages and benefits, payments to vendors
and suppliers, and other obligations.

The DIP facility will mature on Dec. 31, 2012.  The parties have
agreed to certain Chapter 11 milestones, including a Sept. 23
auction of the assets, a sale hearing by Sept. 25, and closing of
the sale by Sept. 28.

                     FTI's Katzenstein is CRO

On Aug. 10, 2012, DDMG retained Mr. Katzenstein as Chief
Restructuring Officer of DDMG and its operating subsidiaries.  Mr.
Katzenstein's overall responsibilities include managing the day-
to-day operations of DDMG, guiding and overseeing these
reorganization proceedings and ensuring that the value of the
estate is maximized for creditors.


DIGITAL DOMAIN: Meeting to Form Committee Set for Sept. 18
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on September 18, 2012, at 10:00
a.m. in the bankruptcy cases of Digital Domain Media Group, Inc.,
et al.  The meeting will be held at:

         The DoubleTree Hotel
         700 King Street, Salon C
         Wilmington, DE 19801

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.

Digital Domain Media Group, Inc. and 13 affiliates, providers of
visual effects for the movie industry, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11 to
sell its business for $15 million to Searchlight Capital Partners
LP.


DIGITAL DOMAIN: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Digital Domain Media Group, Inc. (DDMG)
        aka Wyndcrest DD Florida, Inc.
        aka Digital Domain Holdings Corporation
        10250 SW Village Parkway
        Port St. Lucie, FL 34987

Bankruptcy Case No.: 12-12568

Affiliates that simultaneously filed for Chapter 11:

  Debtor                                     Case No.
  ------                                     --------
Digital Domain                               12-12567
Digital Domain Productions, Inc.             12-12569
Mothership Media, Inc.                       12-12570
Digital Domain International, Inc.           12-12571
Tradition Studios, Inc.                      12-12572
D2 Software, Inc.                            12-12573
Digital Domain Stereo Group, Inc.            12-12574
Tembo Productions, Inc.                      12-12575
Digital Domain Tactical, Inc.                12-12576
DDH Land Holdings, LLC                       12-12577
Digital Domain Productions (Vancouver) Ltd.  12-12578
Digital Domain Institute, Inc.               12-12579
DDH Land Holdings II, LLC                    12-12580
Broadkill Realty, LLC                        12-12586

Type of Business: Digital Domain provides computer-generated (CG)
                  animation and digital visual effects (VFX) for
                  major motion picture studios and advertisers.

Chapter 11 Petition Date: Sept. 11, 2012

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

Judge: Brendan Linehan Shannon

Debtors'
Counsel:     Debra I. Grassgreen, Esq.
             PACHULSKI STANG ZIEHL & JONES LLP
             10100 Santa Monica Boulevard
             13th Floor
             Los Angeles, CA 90067-4100
             E-mail: dgrassgreen@pszjlaw.com

             Robert J. Feinstein, Esq.
             PACHULSKI STANG ZIEHL & JONES LLP
             780 Third Avenue
             36th Floor
             New York, NY 10017-2024
             Tel: (212) 561-7700
             Fax: (212) 561-7777
             E-mail: rfeinstein@pszjlaw.com

             Timothy P. Cairns, Esq.
             Maria A. Bove, Esq.
             PACHULSKI STANG ZIEHL & JONES LLP
             919 North Market Street Seventeenth Floor
             P.O. Box 8705
             Wilmington, DE 19899-8705
             Tel: (302) 652-4100
             Fax: (302) 652-4400
             E-mail: tcairns@pszjlaw.com

Debtors'
Chief
Restructuring
Officer:     Michael Katzenstein
             FTI Consulting, Inc.

Debtors'
Counsel to
the Special
Committee
of
the Board:   CADWALADER WICKERSHAM & TAFT LLP

Debtors'
Claims and
Noticing
Agent:       KURTZMAN CARSON CONSULTANTS LLC
             2335 Alaska Ave
             El Segundo, CA 90245
             Tel.: (866) 927-7084

Total Assets: $205,020,000

Total Liabilities: $214,860,000

The petitions were signed by Michael Katzenstein, chief
restructuring officer.

Debtors' Consolidated List of Their 50 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Carl Stork                         Litigation          $5,040,000
c/o Raines Feldman, LLP            Settlement
9720 Wilshire Blvd, 5th Floor
Beverly Hills, CA 90212

Reliance Mediaworks Limited        Trade               $4,600,000
(India and UK)
Film City Complex
Goregaon East, Mumbai -
400065, India

Legendary Pictures                 Unsecured           $3,090,000
4000 Warner Blvd                   Note
Building 76 4000 Warner Blvd
Burbank, CA 91522

Bell Technologies, Inc.            Trade                 $742,863
187 Pacific Street
Pomona, CA 91768

Cowen & Company, LLC.              Finance               $742,554
599 Lexington Avenue               Service
New York, NY 10022

Scalar Decisions, Inc.             Trade                 $606,168
400-280 King St. E
Toronto ON M5A 1K7

Autodesk, Inc.                     Trade                 $581,786
111 McInnis Parkway
San Rafael, CA 94903

Florida State University           Contract              $500,000
Foundation, Inc.
2010 Levy Avenue - Bldg. B
Tallahassee, Florida 32310

Brad Lewis                         Contract              $500,000
c/o Nancy Newhouse Porter
NewhousePorterHubbard
40th Floor
333 South Hope Street
Los Angeles, CA 90071

Roth Capital                       Finance               $450,000
888 San Clemente Drive             Services
Newport Beach, CA 92660

City of Port St Lucie              Trade                 $441,067
2195 SE Airoso Blvd
Port St Lucie, FL 34984

Singer Lewak LLP                   Accounting            $352,740
10960 Wilshire Blvd, 7th           Services
Floor
Los Angeles, CA 90024

The Precipio Group                 Accounting            $273,104
433 Plaza Real - Suite 275         Services
Boca Raton, Florida 33432

Unitas Global LLC                  Trade                 $270,000
453 S. Spring Street
Suite 610
Los Angeles, CA 90013

Broad and Cassel, P.A.             Legal                 $260,803
One Financial Plaza, Ste 2700      Service
Ft Lauderdale, FL 33394

McCann-Erickson USA Inc.           Trade                 $250,723
215 Leidesdorff Street
San Francisco, CA 94111

Charlie Williams                   Contact               $249,038

Workday, Inc                       Trade                 $235,243

Straticon Construction             Trade                 $226,966
Services

Shotgun Software Inc.              Trade                 $225,412

Presidio Networked Solutions,      Trade                 $210,291
Inc.

Liberty Healthcare Group,          Trade                 $208,991
Inc.

Aaron Blaise                       Trade                 $175,000

Switch Communications              Trade                 $172,937
Group

California Franchise Tax           Trade                 $171,892
Board

Encoders, Inc.                     Trade                 $170,125

Solid Angle S.L.                   Trade                 $165,000

Sullivan & Triggs, LLP             Trade                 $160,903

Blue Cross Blue Shield of          Employee              $160,365
Florida, Inc.                      Services

HOK Group, Inc.                    Trade                 $158,629

Hewlett Packard Financial          Equipment             $150,119
Services Canada, Co.               Leases

Zayo (aka Abovenet                 Trade                 $146,220
Communications, Inc.)

Ernst & Young US LLP               Accounting            $141,115
                                   Services

The Richiar Partnership            Property              $127,685
                                   Leases

Big Environments, Inc.             Trade                 $116,835

Omni Seymour Street                Trade                 $110,566
Development Limited
Partnership

Flag Holding, LLC.                 Trade                 $110,000

Avere Systems, Inc.                Trade                 $106,493

Rainmaker Entertainment            Trade                 $104,349

Steven Douglas Associates,         Trade                 $102,652
Inc.

Vectorsoul, S.L.N.E.               Trade                 $100,000

McMillan LLP                       Legal                  $87,108
                                   Services

AKO Productions, LLC               Trade                  Unknown
Universal Pictures, a
Division of Universal
City Studios, LLC

Universal Studios                  Trade                  Unknown
Crater Lake Production?s,
LLC

Iron Works Productions III,        Trade                  Unknown
LLC (Marvel)

Thistlewit Productions/            Trade                  Unknown
Extinction Productions
(Disney)

Activision Publishing, Inc.        Trade                  Unknown

OddLot Entertainment LLC           Trade                  Unknown

2K Games, Inc.                     Trade                  Unknown

Zambezi Ink Inc.                   Trade                  Unknown


DJO FINANCE: Moody's Affirms B3 CFR/PDR; Rates Sr. Notes Caa1
-------------------------------------------------------------
Moody's Investors Service rated DJO Finance LLC's proposed
offering of $440 million of senior unsecured notes at Caa1.
Moody's also affirmed the Corporate Family and Probability of
Default Ratings at B3. At the same time, Moody's affirmed all
existing instrument ratings, including the company's 8.75% second
priority senior secured notes due 2018 at B3, which are being
upsized by $100 million (to $330 million from $230 million). The
proceeds will be used to refinance the company's existing 10.875%
senior unsecured notes maturing in November 2014, repay
outstanding revolver borrowings, and pay transaction fees and
expenses. The Speculative Grade Liquidity Rating was affirmed at
SGL-3. The rating outlook is stable.

The following instrument ratings and LGD assessments have been
affected:

DJO Finance LLC:

Ratings assigned:

  $440 million senior unsecured notes due 2018 at Caa1
  (LGD 5, 75%)

Ratings affirmed (with LGD point-estimate revisions):

  B3 Corporate Family Rating

  B3 Probability of Default Rating

  $100 million first lien senior secured revolver expiring 2017
  at Ba3 (LGD 2, 16%) from Ba3 (LGD 2, 17%)

  $400 million first lien senior secured term loan B-2 due 2016
  at Ba3 (LGD 2, 16%) from Ba3 (LGD 2, 17%)

  $455 million first lien senior secured term loan B-3 due 2017
  at Ba3 (LGD 2, 16%) from Ba3 (LGD 2, 17%)

  $330 million (upsized from $230 million) 8.75% second lien
  senior secured notes due 2018 at B3 (LGD 3, 48%) from B3
  (LGD 3, 47%)

  $300 million 7.75% senior unsecured notes due 2018 at Caa1
  (LGD 5, 75%) from Caa1 (LGD 5, 73%)

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

  Speculative Grade Liquidity Rating, SGL-3

Ratings to be withdrawn upon close of the transaction:

  $468 million 10.875% senior unsecured notes due 2014 at Caa1
  (LGD 5, 75%) from (LGD 5, 73%)

The rating outlook is stable.

Ratings Rationale

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

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

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

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

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

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


EASTMAN KODAK: Effects Mgt. Changes; COO Faraci, CFO McCorvey Out
-----------------------------------------------------------------
Antonio M. Perez, Chairman and chief executive officer of Eastman
Kodak Company announced organizational changes and expanded cost
structure reductions to reflect Kodak's strategic focus on the
Commercial, Packaging & Functional Printing Solutions and
Enterprise Services business, and the sales processes of its
Personalized Imaging and Document Imaging businesses.

"Kodak is becoming a more focused and competitively scaled
company," Perez said.  "We recognize that we must significantly
and expeditiously reduce our current cost structure, which is
designed for a much larger, more diversified set of businesses.
We are reorganizing our senior management team, an action that
will help accelerate the creation of a sustainable cost structure
for operating our business for the benefit of our customers and
position our Personalized Imaging and Document Imaging businesses
for successful sales."

Kodak said that it is making progress in the complex operational
restructuring necessary for the separation of its three businesses
and the consolidation of its corporate structure.  The company has
reduced its workforce by approximately 2,700 employees worldwide
since the beginning of 2012.  Kodak expects to reduce its
workforce by approximately an additional 1,000 employees by the
end of 2012.  The annualized savings generated by these headcount
reductions, including compensation and benefits, is approximately
$330 million.  An analysis of further operational and workforce
reductions is under way.

Under the new management structure:

   * The Commercial, Packaging & Functional Printing Solutions and
     Enterprise Services business will primarily include the
     Digital Printing and Enterprise (DP&E) and Graphics,
     Entertainment and Commercial Films (GECF) units.  DP&E
     President Douglas J. Edwards and GECF President Brad W.
     Kruchten will report directly to Perez.

   * Philip J. Faraci, President, is leaving the company.  Perez
     noted that as Chief Operating Officer, Faraci played an
     important role in helping transform the company.  With
     Faraci's assistance, the company has developed excellent
     operational leadership processes to take forward its
     remaining businesses.

   * Chief Financial Officer Antoinette P. McCorvey has decided to
     leave the company.  Rebecca A. Roof, a managing director of
     AlixPartners, the company's restructuring advisory firm, will
     become Chief Financial Officer on an interim basis, reporting
     to Perez.  Roof has served in similar capacities for other
     companies that have successfully emerged from Chapter 11
     restructurings, and she has deep experience in scaling
     overhead costs, implementing cost reduction programs,
     managing liquidity and raising capital, and executing asset
     sales - all critical areas of focus for Kodak as the company
     concludes its restructuring.

   * Laura G. Quatela, Kodak President, will assume the additional
     role of President, Personalized Imaging, and lead that
     business through its sale process.

   * Dolores Kruchten will become President, Document Imaging, to
     lead that business through its sale process.

   * Quatela and Dolores Kruchten are expected to remain with
     Kodak until the sales of their respective businesses are
     completed in the first half of 2013.

The company will report three business segments: Digital Printing
and Enterprise; Graphics, Entertainment and Commercial Films; and
a new segment led by Laura Quatela that includes the two
businesses for sale, Personalized Imaging and Document Imaging.

"This business structure puts the right people in the right
positions to accomplish the key tasks that will help Kodak
successfully emerge," commented Perez.

"We wish Phil Faraci well.  Kodak and I both owe Phil a debt of
gratitude for his outstanding contribution as Kodak's Chief
Operating Officer.  At this time, Phil and I have agreed that our
management team must be scaled and aligned with the future size
and structure of the business."

"I also want to express my appreciation to Ann McCorvey for the
substantial contributions she has made to Kodak.  She is a skilled
and dedicated senior executive, and as CFO, she played an
important role in putting our company on the path to emergence."

"Under this leadership structure, we are confident that we will
move Kodak forward to conclude the Chapter 11 process and position
the Kodak that emerges as a growing, sustainable, profitable
company that continues to meet the needs of our customers."

                       About Eastman Kodak

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

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

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

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

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

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

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

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


EVERGREEN DEV'T: No Assets Left; Involuntary Chapter 11 Dismissed
-----------------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington has ordered the dismissal of
Evergreen Development NW Inc.'s involuntary Chapter 11 case.  The
Court found that there are inadequate grounds to enter an order
for relief.

The petitioning creditors said in a June 25, 2012 ex parte motion
for Chapter 11 relief against the Alleged Debtor that the Alleged
Debtor didn't object or challenge the petition for bankruptcy
filing.  The Alleged Debtor, the Petitioners stated, is in default
and there is no reason to delay.

On July 3, 2012, the Court ordered each of the petitioning
creditors to file with the Court on or before July 18, 2012, a
declaration under oath addressing these matters concerning their
claims: (1) The basis for the claim, including the date the claim
was incurred; (2) the relationship of the petitioner to the
Alleged Debtor; (3) an affirmation that the claim was not acquired
for the purpose of instituting this involuntary case; and (4) a
description of any written documents supporting the claim.

On July 20, 2012, the Court found that the petitioning creditors
failed to comply with the Court's scheduling order on ex parte
motion for relief.  The Court found that the major asset in this
case has been lost to foreclosure, leaving the Alleged Debtor with
no reasonable prospect for reorganization.

                    About Evergreen Development

Four creditors filed a pro se involuntary Chapter 11 petition
(Bankr. W.D. Wash. Case No. 12-15268) against Lynnwood,
Washington-based Evergreen Development NW Inc., on May 18, 2012.
Judge Karen A. Overstreet presides over the case.

The petitioning creditors are Kon I. Hwang, allegedly owed
$490,750; Yunchong Chen, owed $150,000 on construction debt; Asher
Chen, owed $30,000 also on construction debt; and Gregory S. Tift,
owed $2,500.


EVERGREEN TANK: Moody's Rates $165MM Sr. Secured Term Loan 'B3'
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Evergreen
Tank Solutions, Inc.'s proposed $165 million, six year senior
secured term loan. Concurrently, all existing ratings were
affirmed including the B2 corporate family rating ("CFR"). The
ratings outlook is stable.

Proceeds from the issuance of the proposed $165 million senior
secured term loan and drawings under the proposed amended and
extended revolving credit facility are expected to be used to
repay the company's existing secured term loan, 12% senior
subordinated notes and current drawings under the existing ABL
facility. Although the transaction will result in higher interest
expense going forward, the transaction will also extend the debt
maturity profile with the next meaningful maturity (of the ABL
facility) extended to September 2017. Moody's expects that the
senior secured term loan will be largely backed by a second lien
on the assets securing the proposed $65 million ABL facility and a
first-lien on any remaining PP&E and assets not securing the ABL.
The term loan is anticipated to be issued by Evergreen and
guaranteed by Gulf Tanks Holdings, Inc., the parent company, as
well as any existing and/or future domestic subsidiaries of Gulf
Tanks.

Ratings assigned:

  Proposed $165 million senior secured term loan facility due
  September 2018, B3 (LGD-4, 62%)

Ratings affirmed:

  Corporate family rating at B2

  Probability of default rating at B2

  Existing $100 million secured term loan due April 2014, B2
  (LGD-4, 57%).*

* The B2 rating on Evergreen's existing secured term loan will
  remain LGD-4, 57% pending its planned redemption.

These ratings have been assigned subject to Moody's review of
final documentation following completion of the proposed notes
offering. Assuming substantially all of the existing notes are
redeemed, the instrument rating will be withdrawn.

Ratings Rationale

The B2 corporate family rating reflects Evergreen's small size,
geographic concentration in the Gulf and Pennsylvania region,
exposure to maintenance spending levels by companies in its end
markets, as well as sensitivity to the price and production levels
of oil and natural gas. The company's ratings also consider
Moody's expectation that the company will maintain leverage
metrics well-positioned at the B2 rating level and an adequate
liquidity profile. Continued high asset utilization levels and
services-related revenues is expected to continue to support
metrics in line with a B2 CFR rating level including debt/EBITDA
sustained at the roughly 4.0 times level. EBITDA margins,
comparatively high versus similarly rated industry peers, are
likely to decline slightly in the near- term due to an intentional
effort by the company's management to modify its business mix by
increasing transportation and technology services-sales versus
higher margin pure rental related revenues. Demand is expected to
continue to be driven by higher direct petrochemical business and
the continued expansion of frac tank rentals to energy exploration
companies, particularly for oil and wet gas as dry natural gas-
related drilling activity has decreased resulting from lower
natural gas prices.

The stable outlook is supported by Evergreen's adequate liquidity
profile and Moody's view that strength in the end-markets the
company serves could continue to be supportive of its B2 credit
profile over the intermediate term.

The ratings could be pressured downward if the company's liquidity
deteriorates, the company does a meaningful debt-financed
acquisition and/or it is expected that EBITDA to interest expense
would deteriorate toward 2.0 times or total debt to EBITDA exceeds
5.0 times.

Although not anticipated over the intermediate term, the ratings
could be upgraded if the company achieves meaningfully greater
revenue scale and/or it is expected that total debt to EBITDA will
decrease to 3.5 times.

The principal methodology used in rating Evergreen Tank Solutions,
Inc. was the Global Equipment and Automobile Rental Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas rents temporary-use liquid and solid storage containers to
primarily chemical, refinery, oil and natural gas drilling, and
environmental service customers. The company provides
transportation and related services. Evergreen operates 18
locations covering the Gulf region and Pennsylvania and has a
fleet of over 9,000 units including frac tanks, roll-off boxes,
stainless steel tankers, de-watering boxes, and vacuum boxes.
Evergreen is majority owned by the private equity firm Odyssey
Investment Partners.


FELICITY'S LAKESIDE: To Close Vineyard After 15 Years
-----------------------------------------------------
Carly Tamborski at newsdemocrat.com reports that Felicity's
Lakeside Vineyard and Winery has decided to close this fall after
15 years of producing quality, affordable wines for the wine
enthusiasts of Clermont and Brown counties in Ohio.

"This spring we decided to close the winery at some point this
year because our careers and family obligations don't leave us
with enough time to produce the quality of wine our customers have
come to expect," the report quotes Lynn and Tim Downey, vineyard
owners, as saying. "That time has arrived."

Along with the announcement to close comes the announcement of
their liquidation sale, newsdemocrat.com says.

According to the report, the last day for retail wine sales will
be Saturday, Sept. 29.  Until that day, newsdemocrat.com relates,
the vineyard will continue to be open from noon to 9 p.m. every
Saturday through September or until the vineyard runs out of wine.

Some of the vineyard's wines include Brilliance, Therapy,
Cynthiana, deChaunac, Temptress, Crazy, Enchanted, Vidal,
Traminette, Amore, Chill, Fusion, Masquerade, and Splash.


FLINTKOTE COMPANY: Monthly Fee Cap Hiked for Mgt. Services
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, according
to The Flintote Company and Flintkote Mines Limited's case docket,
authorized on Aug. 14, 212, the Debtors to:

   -- enter into a separation and consulting agreement with Eric
      Bower, executive vice president and chief financial officer;
      and

   -- increase the monthly fee cap as to financial management
      services of one of the Debtors' ordinary course
      professionals, whose principal Don Oliver will assume
      certain of Mr. Bower's responsibilities going forward.

Pursuant to the agreement:

   1. Mr. Bower will cease full-time employment as of Aug. 31,
      2012, but will provide consulting services to the Debtors on
      a part-time basis for six months;

   2. Mr. Bower's services will commence on Sept. 1, 2012, and
      terminate on Feb. 28, 2013;

   3. Mr. Bower will receive $1,057 per diem for days worked
      during the consulting period, which per diem rate is
      calculated from his current, implied per diem rate;

   4. after the separation date, Mr. Bower will continue to be
      eligible to earn and receive insurance recovery payments to
      the same extent other senior management are eligible for the
      payments.

Additionally, Mr. Oliver will perform many of Mr. Bower's current
financial related duties, which will cause an increase in the time
spent by his company, FMS, in providing services to the Debtors.
Mr. Oliver has agreed to perform these increased duties if the
monthly fee cap applicable to FMS is increased by $8,000, from
$32,000 to $40,000.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FX REAL ESTATE: Settles $50 Million Suit With Shareholders
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge gave her preliminary blessing on Monday to a settlement of a
$50 million shareholder derivative action accusing Nevada real
estate developer FX Real Estate & Entertainment Inc. executives of
hurting the company with a failed bankruptcy scheme and land
deals.

Under the terms of the settlement, an additional independent
director will be appointed for the board of FXRE, now known as
Circle Entertainment Inc., and plaintiffs will receive $970,000 to
cover their costs and expenses, according to Bankruptcy Law360.

                       About FX Real Estate

FX Real Estate and Entertainment Inc. owns 17.72 contiguous acres
of land located at the southeast corner of Las Vegas Boulevard and
Harmon Avenue in Las Vegas, Nevada.  The Las Vegas Property is
currently occupied by a motel and several commercial and retail
tenants with a mix of short and long-term leases.  On June 23,
2009, as a result of the default under the first mortgage loan,
the first lien lenders had a receiver appointed to take control of
the property.  The Company is headquartered in New York City.

The Company's balance sheet at September 30, 2010, showed
$142.3 million in total assets, $525.3 million in total
liabilities, and a stockholders' deficit of $383.0 million.

                           *     *     *

As reported in the Troubled Company Reporter on April 15, 2010, LL
Bradford, in Las Vegas, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company is in default under the mortgage
loan, has limited available cash, has a working capital deficiency
and will need to secure new financing or additional capital in
order to pay its obligations.

The Company disclosed in its Form 10-Q for the quarter ended
June 30, 2010, that it has no current cash flow and cash on hand
as of August 13, 2010, is not sufficient to fund its short-term
liquidity requirements, including its ordinary course obligations
as they come due.  On April 21, 2010, the Company's remaining Las
Vegas subsidiary, namely FX Luxury Las Vegas I, LLC, filed for
Chapter 11 in the U.S. Bankruptcy Court for the District of Nevada
(Case No. 10-17015).

The Company's Las Vegas subsidiary filed for Chapter 11 bankruptcy
on April 21, 2010, and a plan of liquidation or reorganization
will eventually be implemented under which the Company will
surrender ownership of the Las Vegas Property.  Under such a plan,
it is extremely unlikely the Company will receive any material
interest or  benefit.


GARLOCK SEALING: A. M. Saccullo Approved as Delaware Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, according to Garlock Sealing Technologies LLC, et al.'s
case docket, authorized the Official Committee of Asbestos
Personal Injury Claimants to retain A. M. Saccullo Legal, LLC as
Delaware counsel.

As reported in the Troubled Company Reporter on Aug. 17, 2012,
Saccullo Legal is expected to, among other things:

   a) represent the ACC in any further activity in the District
      Court for the District of Delaware in the Delaware Action
      and any future actions involving the Debtors or their
      estates or other parties-in-interest in this case that may
      be initiated in that court or any other court within the
      State of Delaware, and communicating with the ACC regarding
      the matters heard and issues raised well as the decisions
      and considerations of those courts;

   b) review and analyze all legal pleadings and proposed orders
      filed and to be filed in the Delaware Action and any future
      actions involving the Debtors or their estates or other
      parties-in-interest in the case that may be initiated in
      that court or any other court within the State of Delaware;
      advise the ACC as to the necessity and propriety of the
      foregoing and their impact upon the rights of asbestos-
      related claimants, and upon the case generally; and after
      consultation with and approval of the ACC or its
      designee(s), consent to appropriate orders on its behalf or
      otherwise objecting thereto;

   c) assist the ACC in preparing appropriate legal pleadings and
      proposed orders in the Delaware Action and any future
      actions involving the Debtors or their estates or other
      parties-in-interest in the case that may be initiated in
      that court or any other court within the State of Delaware,
      as may be required in support of positions taken by the ACC
      and preparing witnesses and reviewing documents relevant
      thereto; and

   d) assist the ACC generally by providing other services in the
      Delaware Action and any future actions involving the Debtors
      or their estates or other parties in interest in this case
      that may be initiated in that court or any other court
      within the State of Delaware, as may be in the best interest
      of the creditors represented by the ACC.

The hourly rates of Saccullo Legal's personnel are:

         Anthony M. Saccullo, member             $300
         Thomas H. Kovach, special counsel       $300

To the best of the ACC's knowledge, Saccullo Legal does not
represent any entity having an interest adverse to the Committee
or to the asbestos creditors of the Debtors' estates in connection
with the matters for which the Committee proposes to retain them.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


HARRISBURG, PA: Judge Puts Court-Ordered Tax Increase on Hold
-------------------------------------------------------------
American Bankruptcy Institute reports that the judge overseeing
Harrisburg, Pa.'s receivership put on hold the local income tax
increase she ordered last month, Bloomberg News reported on
Friday.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HARRISBURG, PA: Controller Says City Needs Bankruptcy Soon
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harrisburg, Pennsylvania Controller Dan Miller said
the city needs to be in bankruptcy "as soon as possible."

The city is barred from bankruptcy until Dec. 1 by state law.

According to the report, the city won't make a $3.4 million bond
payment due Sept. 15.  A March 15 payment of $5.3 million was
missed on the same bonds.  The city's receiver said the payment
won't be made so there will be enough cash to pay salaries.

The report relates that although debt on a sewer project has been
in default since 2009, Harrisburg hadn't defaulted on other bonds
until March.  A majority of the city council authorized a filing
last year that the bankruptcy court dismissed as being in
violation of state law prohibiting the use of Chapter 9 until
July 1.  The state legislature later extended the bankruptcy
prohibition to Dec. 1.  The city's restructuring is under control
of a receiver appointed by state court.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HAWAII MEDICAL: Annette Cromwell Granted Automatic Stay Relief
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii overseeing
the Chapter 11 cases of Hawaii Medical Center, et al., granted
Annette Cromwell's relief from automatic stay last month.

Before that, the Debtors withdrew Plan of Reorganization dated
June 21, 2011, and the Amended Plan of Reorganization dated Sept.
8, 2011.

The Official Committee of Unsecured Creditors has withdrawn its
motion for the dismissal of the Chapter 11 cases of the Debtors,
pursuant to the terms of a settlement agreement and release dated
March 2, 2012.  The settlement agreement was entered among the
Debtors, the Committee, St. Francis Healthcare System of Hawaii,
St. Francis Medical Center-West.

                    About Hawaii Medical Center

The Hawaii Medical Center, along with its affiliates, filed for
Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on
June 21, 2011, just a year after exiting court protection.  Hawaii
Medical Center owns two hospital campuses -- HMC East in North
Honolulu and HMC West in Ewa Beach.  The two hospitals have 342
licensed beds and have a total of more than 1,000 employees.  The
hospitals were known as St. Francis Medical Center before Hawaii
Medical purchased the hospitals in 2007.

Judge Robert J. Faris presides over the 2011 case.  Lawyers at
Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and
McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors'
counsel.  The Debtors' financial advisors are Scouler & Company,
LLC.  In its petition, Hawaii Medical Center estimated $50 million
to $100 million in assets and $100 million to $500 million in
debts.  The petitions were signed by Kenneth J. Silva, member of
the board of directors.

Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the
Official Committee of Unsecured Creditors as counsel.

The Debtors' prepetition debt structure is comprised of (i) the
Prepetition Revolving Loan with MidCap Financial, LLC, and the
Prepetition Term Loan with St. Francis Healthcare Systems of
Hawaii.  As of the Petition Date, the aggregate outstanding
principal on the Prepetition MidCap Revolving Loan and the
Prepetition St. Francis Term Loan is $46,851,772.  The principal
balance of the Prepetion MidCap Revolving Loan is $7,676,495.  The
amount owed under the Prepetition St. Francis Term Loan is
$39,175,277, secured by St. Francis's first priority lien on,
among other things, all real property of the Debtors.

Through the Chapter 11 filing, the Debtors plan to return the
hospitals to the control of St. Francis.

In the prior case, HMC and its affiliated debtors were converted
to new, Hawaii non-profit corporations.  CHA Hawaii, one of HMC's
affiliated debtors and a subsidiary of Cardiovascular Hospitals of
America LLC, discontinued management of the reorganized Debtors.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represented the Debtors in their restructuring efforts.  CHA
Hawaii estimated assets of up to $10 million and debts between
$50 million and $100 million when it filed for bankruptcy.  The
Debtors obtained confirmation of their Chapter 11 plan in May 2010
and emerged from bankruptcy in August 2010.

The Debtor disclosed $74,713,475 in assets and $91,599,563 in
liabilities as of the Chapter 11 filing.


HCA INC: Financial Flexibility Cues Fitch to Affirm Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed HCA Inc.'s (HCA) ratings, including the
'B+' Issuer Default Rating (IDR).  The Rating Outlook is Stable.
The ratings apply to $27 billion of debt outstanding at June 30,
2012.

HCA's ratings reflect the following main credit factors:

  -- The company's financial flexibility has improved following
     the extension of the bulk of the 2012-2013 bank debt maturity
     wall and refinancing of high coupon second lien secured debt
     at lower rates.

  -- At 4.2x total debt-to-EBITDA as of June 30, 2012, the company
     has ample headroom in its credit metrics at the 'B+' rating
     category.

  -- Fitch expects continued robust discretionary free cash flow
     (FCF; cash from operations less capital expenditures and
     distributions to minority interests) of above $1.4 billion
     annually for HCA in 2012-2013.

  -- While strong cash generation could support debt pay down,
     Fitch does not believe that there is compelling financial
     incentive for the company to apply cash to debt reduction.

  -- HCA's debt agreements do not significantly limit the
     company's ability to undertake leveraging transactions, and
     the ratings are constrained by the prospect for debt funding
     of additional shareholder dividends and share repurchases.  A
     demonstrated commitment to maintaining debt below 4.5x EBITDA
     over the next 12-18 months could support a positive rating
     action.

Solid Financial Flexibilty

HCA's liquidity profile is basically solid, although there is some
concern surrounding the company's 2012-2013 debt maturities.  Over
the past 18 months, HCA improved its balance sheet flexibility by
extending its 2012-2013 bank debt maturity wall and refinancing
its relatively high coupon second lien secured debt at lower
rates.  There are still some sizeable near-term maturities in the
capital structure, however, including $1.5 billion of unsecured
notes and approximately $1.7 billion of bank term loan maturities
in 2012-2013.

Fitch thinks that the company has the financial flexibility
necessary to address its near-term maturities, with ample sources
of liquidity and solid demonstrated capital market access.  At
June 30, 2012, HCA's liquidity included $518 million of cash on
hand, $3.1 billion of capacity on its bank facility revolving
loans and latest 12 month (LTM) FCF (cash from operations less
capital expenditures, dividends and distributions) of about 1.5
billion.  HCA's LTM EBITDA-to-gross interest expense was solid for
the 'B+' rating category at 3.5x and the company had about a 40%
EBITDA cushion under its bank facility financial maintenance
covenant, which requires debt net of cash maintained below 6.75x
EBITDA.

Cash Generation Outlook

Fitch's 2012-2013 operating forecast for HCA projects the company
generating $3.8 billion-$4 billion in cash from operations (CFO)
and $1.4 billion-$1.5 billion in FCF before dividends.  Excluding
a first quarter 2012 (1Q'12) $982 million special dividend
payment, FCF before dividends would have been nearly $2.5 billion
in the LTM period ended June 30, 2012.

Versus the $2.5 billion of pre-dividend FCF generated in the LTM,
Fitch's more conservative forecast is driven primarily by higher
capital expenditures and cash taxes.  In 2011, FCF was boosted by
a favorable $800 million swing in cash tax payments versus 2010,
mostly due to tax refunds related to settlements that are not
expected to reoccur.  Also, CFO was boosted by $270 million in
2Q'12 as a result of a settlement from the federal government
related to historical Medicare payment rates.  CFO was higher than
normal across the hospital industry in the first half of 2012 as a
result of these one-time payments.

Fitch forecasts capital expenditures of $1.8 billion-$1.9 billion
for HCA in 2012, up from $1.67 billion in 2011.  A higher level of
capital expenditures is anticipated across the for-profit hospital
industry in 2012.  The anticipated increase in spending is driven
by maintenance items deferred to conserve cash during the economic
recession, as well as the construction of new and replacement
hospitals.

Aggressive Capital Deployment Could Constrain Ratings

HCA's June 30, 2012 gross debt leverage of 4.2x was reduced from
4.4x at Dec. 31, 2011 due to 6.4% growth in EBITDA; debt levels
were constant.  At its current level, HCA's debt leverage is
basically consistent with its peer companies.  While FCF
generation could support debt pay down, Fitch does not believe
that there is compelling financial incentive for the company to
significantly reduce its debt balances, so it expects that any
further leverage reduction will come from incremental growth in
EBITDA.

HCA has funded a cumulative $5.3 billion in special dividend
payments to the company's owners since early 2010 and Fitch feels
that there is potential for debt leverage to trend higher in the
near term as the result of debt funding of additional dividends or
share repurchases.  A 3Q'11 $1.5 billion share repurchase to buy
back Bank of America's ownership interest in the company, and the
1Q'12 $982 million special dividend payment to shareholders are
the most recent evidence of the potentially large effects of
shareholder friendly cash deployment on the capital structure.

HCA's debt agreements provide significant capacity for additional
debt and dividend payments.  A commitment to maintaining debt
below 4.5x EBITDA over the next 12-18 months could support an
upgrade of the IDR to 'BB-'.

Hospital Industry Operating Outlook

Organic top-line trends in the for-profit hospital sector have
recently been weak, and Fitch does not see a near-term catalyst
for improvement. The most important drivers of the trend are high
unemployment and government pricing pressure, exacerbated by the
implementation of payment reforms required by the Affordable Care
Act (ACA).  Management's cost-cutting efforts and low inflation in
labor and supply costs are supporting the industry's
profitability.

HCA's organic patient volume trends were stronger than that of the
broader for-profit hospital sector in 2011 and the first half of
2012.  However, a shift to patients with less profitable
government health insurance coverage has recently been a headwind
to the company's topline growth and profitability.  Fitch's near-
term (second half of 2012-2013) operating outlook for HCA
incorporates modest positive growth in EBITDA despite a slightly
lower level of profitability caused by continued mix shift to less
profitable Medicaid and uninsured patient volumes.  Fitch expects
low-to-mid single digit organic topline growth for HCA in the near
term.  This is mostly contributed through growth in patient volume
since pricing is expected to continue to be strained.

Fitch projects a positive benefit to the hospital industry's
revenue, EBITDA and FCF from the implementation of the ACA in
2014-2015.  The initial benefits to the industry are the result of
the health insurance coverage expansion elements of the ACA.  An
increase in the number of individuals with health insurance will
lead to a reduced level of uncompensated care and associated bad
debt expense for hospital providers, as well as an increase in the
organic volume of patients.  The positive boost to financial
trends is likely to erode over time as hospital providers
experience lower payment rates from both government and commercial
insurers in the subsequent years.

Debt Issue Ratings and Recovery Analysis

Fitch has taken the following rating actions on HCA:
HCA, Inc.

  -- IDR affirmed at 'B+';
  -- Senior secured credit facilities (cash flow and asset backed)
     affirmed at 'BB+/RR1' (100% estimated recovery);
  -- Senior secured first lien notes affirmed at 'BB+/RR1' (100%
     estimated recovery);
  -- Senior secured second lien notes affirmed at 'BB+/RR1' (100%
     estimated recovery);
  -- Senior unsecured notes affirmed at 'B+/RR4' (45% estimated
     recovery).

HCA Holdings Inc.

  -- IDR at 'B+';
  -- Senior unsecured notes affirmed at 'B-/RR6' (0% estimated
     recovery).

The debt issue ratings are based on a distressed recovery scenario
which assumes that value for HCA's creditors will be maximized as
a going concern (rather than a liquidation scenario).  Fitch
estimates a post-default EBITDA for HCA of $3.9 billion, which is
a 40% haircut from the June 30, 2012 LTM EBITDA level of $6.5
billion.  A 40% haircut represents roughly the level of EBITDA
decline that would trip the 6.75x net leverage bank facility
financial maintenance covenant.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default EV of $27.2 billion for HCA.  The
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.  Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command multiples of
closer to 7.0x versus the 9.74x healthcare sector transaction
multiple 10-year low.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume $2.7 billion or 10%
of post-default EV, which is a standard assumption in Fitch's
recovery analysis.  Also standard in its analysis, Fitch assumes
that HCA would fully draw the $4.5 billion available balance on
its bank facility revolvers in a bankruptcy scenario and includes
that amount in the claims waterfall.

The 'BB+/RR1' rating for HCA's secured debt (which includes the
bank credit facilities, the first and second lien notes) reflects
Fitch's expectations for 100% recovery under a bankruptcy
scenario.  The 'B+/RR4' rating on the HCA Inc. unsecured notes
rating reflects Fitch's expectations for recovery of 45%.  The 'B-
/RR6' rating on the HCA Holdings, Inc. unsecured notes reflects
expectation of 0% recovery.

Based on Fitch's current recovery assumptions, HCA has capacity to
issue up to an additional $1.1 billion of secured notes versus the
June 30, 2012 level without diminishing recovery prospects for the
HCA Inc. unsecured note holders to below the 'RR4' recovery band
of 31%-50%.  Should the company increase the amount of secured
debt in the capital structure by more than that amount, Fitch
would likely downgrade the HCA Inc. unsecured notes by one-notch,
to 'B/RR5.  The ratings on the secured debt and HCA Holdings Inc.
unsecured notes would not be affected.

HCA has good incremental capacity for additional secured debt
issuance under its debt agreements.  The only limit on secured
debt is a 3.75x first lien leverage ratio test in the bank
agreements.  First lien debt includes the bank debt and the first
lien secured notes.  At June 30, 2012, total first lien debt
equaled $17.4 billion and 2.7x debt-to-EBITDA.

Based on $6.5 billion in LTM EBITDA, Fitch estimates total first
lien secured debt capacity of $24.3 billion, implying additional
first lien capacity of $6.9 billion.

At June 30, 2012, the company had $3.1 billion of capacity under
the $4.5 billion in total revolver commitments.  Since Fitch
assumes that HCA would fully draw its credit revolvers in a
distressed scenario, any draws on the revolvers or first lien debt
proceeds which are used to reduce the revolver balances will not
influence the recovery bands or debt issue ratings.

What Could Trigger A Rating Action

An upgrade of the ratings would be supported by total debt
maintained below 4.5x EBITDA and interest coverage above 3.0x
EBITDA over the next 12-18 months.  Upside rating potential could
be limited by additional debt funding of dividends and share
repurchases.  A downgrade of the ratings could result from debt
maintained above 5.0x EBITDA and interest coverage below 3.0x
EBITDA.  This could result from a combination of a stressed
operating scenario and aggressive capital deployment.


HEALTHCARE OF FLORENCE: Agrees to Chapter 11 Case Dismissal
-----------------------------------------------------------
Healthcare of Florence, LLC, and Florence Hospital, LLC, notified
the U.S. Bankruptcy Court for the District of Arizona that they
are joining in the motion by the U.S. Trustee to dismiss their
Chapter 11 cases.

As reported in the Troubled Company Reporter on Aug. 24, 2012 ,
Ilene J. Lashinsky, the U.S. Trustee for Region 14, is asking the
bankruptcy judge to dismiss the case, citing the Debtors'
continued funding issues.

The Debtors obtained several extensions of the use of cash
collateral and implemented cost-cutting measures.  The hospital
was compelled to essentially cease operations on June 14, 2012.
In early July 2012, the Debtors moved to reopen the Florence
Community Hospital in an effort to preserve its license so that
the hospital might be sold.  Florence Community Hospital Group, a
group of physicians and investors, was interested in managing the
hospital with the intent of eventually purchasing it.  This effort
failed.  The hospital remains closed.

The U.S. Trustee said, "Stay relief has been granted to numerous
creditors, including creditors holding liens on the hospital
building and land, the receivables, computer and medical equipment
and machinery.  Efforts by these creditors to remove such
equipment and property from the hospital facility have been
ongoing and will continue."  A review of the schedules of assets
and liabilities in both cases reveals that the assets of the
Debtors collectively consisted of the real property, equipment and
accounts receivable, which largely secures debt held by the
secured creditors.  Other major equipment is subject to leases.
The Debtors have significant priority debt which includes payroll,
property and construction use taxes totaling more than
$2.2 million, the U.S. Trustee states.

According to the Debtors, the U.S. Trustee has accurately
described the Debtors, well as the current status of the Debtors'
assets & operations.  The Debtors acknowledged that the dismissal
motion establishes cause for dismissal of the cases.

The Debtors are opposing a proposal by Clearwater 2008 Note
Program, LLC for the conversion to Chapter 7 liquidation instead
of dismissal of the case.

The Debtor say that Clearwater fails to establish cause for
conversion, and disregards the fact that the Debtors have no funds
with which to pay a trustee, a trustee's counsel or a trustee's
accountant, and no unencumbered assets which might be liquidated
to create such a fund.

The Debtors noted that neither the Official Unsecured Creditors
Committees nor any creditor other than Clearwater has objected to
the dismissal of the cases.

                    About Healthcare of Florence

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The Debtor disclosed $42,244,804
in assets and $39,007,338 in liabilities as of the Chapter 11
filing.  The petition was signed by Edward McEachern, CEO of
Initiatives Healthcare, LLC, manager of debtor.

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


HERITAGE CONSOLIDATED: Hires Barg & Henson as Accountants
---------------------------------------------------------
Heritage Consolidated LLC, et al., ask for permission from the
U.S. Bankruptcy Court to employ Barg & Henson, P.C., as
accountants, nunc pro tunc to July 30, 2012.

Barg & Henson will prepare the Debtors' federal income tax returns
for the years 2009, 2010 and 2011, and the Debtors' Texas
franchise tax reports.

The Debtors say that Barg & Henson has no known relationship or
connection with the Debtors' creditors, other parties-in-interest,
their respective professionals, the United States Trustee, or any
person employed in the Office of the United States Trustee that
would cause a possible disqualification or conflict of interest in
this Bankruptcy case.

The Debtors intend to pay Barg & Henson its reasonable fees and
expenses upon the submission, and the Court's approval, of the
firm's fee applications.

                    About Heritage Consolidated

Heritage Consolidated LLC is a privately held company whose core
operations consist of exploration for, and acquisition,
production, and sale of, crude oil and natural gas.

Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas.
Its affiliate, Heritage Standard Corporation, also filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485).  The
Debtors each estimated assets and debts of $10 million to
$50 million.

The Debtors tapped Malouf & Nockels LLP's as special counsel;
Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM
LLP as special bankruptcy counsel to HSC; and Bridge Associates,
LLC, as financial advisor and designate Scott Pinsonnault as
interim chief restructuring officer.

The U.S. Trustee for Region 6 formed an Official Committee of
Unsecured Creditors in the Chapter 11 cases.


HOVNANIAN ENTERPRISES: Files Q3 Form 10-Q, Posts $34.7MM Income
---------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $34.67 million on $387.01 million of total revenues
for the three months ended July 31, 2012, compared with a net loss
of $50.93 million on $285.61 million of total revenues for the
same period a year ago.

For the nine months ended July 31, 2012, the Company reported net
income of $18.21 million on $998.31 million of total revenues,
compared with a net loss of $187.73 million on $793.28 million of
total revenues for the same period during the prior year.

The Company's balance sheet at July 31, 2012, showed $1.62 billion
in total assets, $2.02 billion in total liabilities and a $404.20
million total deficit.

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

                         http://is.gd/Fmgb1n

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million for the fiscal
year ended Oct. 31, 2011, compared with net income of $2.58
million during the prior fiscal year.

                           *     *     *

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.

Hovnanian carries a 'CCC-' credit rating from Standard & Poor's
and a 'CCC' issuer default rating from Fitch.


ICEWEB INC: Restructures Financing Agreement with Sand Hill
-----------------------------------------------------------
IceWEB, Inc., has restructured a long-standing financing agreement
with Sand Hill Finance, LLC, entered into on Dec. 19, 2005.

In the final amendment, the interest rate on the principal amount
was lowered from 21% to 12%, representing a savings for IceWEB of
approximately 48%.

"We are grateful for Sand Hill's assistance, and for their
confidence in IceWEB.  This is another example of the many core
issues I am working on every day to improve our competitiveness as
we continue our relentless march to success," stated Rob Howe,
CEO.

A copy of the Ninth Amendment is available for free at:

                         http://is.gd/pgJxBL

                          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.


INDYMAC BANCORP: Ex CEO Wins Another Round in Fight With SEC
------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that a federal judge has handed another victory to former IndyMac
Bancorp Chief Executive Michael W. Perry in his legal fight with
the Securities and Exchange Commission.

Ian Thoms at Bankruptcy Law360 reports that U.S. District Judge
Manuel L. Real on Monday trimmed the SEC's against the former CEO,
dismissing claims that he misled investors about the risk-weighing
techniques he used to calculate capital ratios at the since-
collapsed mortgage lender.

                       About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.  Indymac Bancorp
filed for Chapter 7 bankruptcy protection (Bankr. C.D.Calif., Case
No. 08-21752) on July 31, 2008.

At the time of the FDIC takeover, IndyMac was the third-largest
bank failure in U.S. history.  Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of  $100 million to $500 million.

Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.

IndyMac's banking operations, now known as OneWest Bank FSB, are
under the control of a new ownership group that includes hedge-
fund managers John Paulson and George Soros.


IZEA INC: Announces Private Offering of 2.2-Mil. Common Shares
--------------------------------------------------------------
IZEA, Inc., announced the pricing of an underwritten public
offering of 2,200,000 shares of its common stock, offered at a
price to the public of $1.00 per share.  The gross proceeds to
IZEA from this offering are expected to be $2.2 million, before
deducting the underwriting discount and other estimated offering
expenses payable by IZEA.  IZEA has granted the underwriters a 45-
day option to purchase at the public offering price up to an
aggregate of 330,000 additional shares of common stock to cover
overallotments, if any.  The offering is expected to close on or
about Sept. 11, 2012, subject to customary closing conditions.

Aegis Capital Corp. is acting as sole book running manager for
this offering.

A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission on
Aug. 23, 2012.  Any offer or sale will be made only by means of a
written prospectus forming part of the effective registration
statement.  When available, copies of the final prospectus
relating to the offering may be obtained by contacting Aegis
Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th
Floor, New York, NY, 10019, telephone: 212-813-1010 or email:
prospectus@aegiscap.com. Electronic copies of the final prospectus
will also be available on the website of the SEC at
http://www.sec.gov

Edward H. (Ted) Murphy, the Company's President and Chief
Executive Officer, and Ryan S. Schram, the Company's Chief
Marketing Officer, each purchased $10,000 of common stock (10,000
shares) in the public offering.  The shares sold to Messrs. Murphy
and Schram were at the same price and on the same terms as the
other investors in the offering.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company's balance sheet at June 30, 2012, showed $1.4 million
in total assets, $3.5 million in total liabilities, and a
stockholders' deficit of $2.1 million.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


J.B. POINDEXTER: Note Upsizing No Impact on Moody's 'B1' CFR
------------------------------------------------------------
Moody's Investors Service said that J.B. Poindexter & Co., Inc.'s
recently completed upsizing of its 9% senior unsecured notes due
2022 by $25 million to $225 million does not impact its B1
Corporate Family Rating (CFR) or the B2 rating on the existing
notes. Net proceeds from the incremental debt offering are
expected to be utilized for general corporate purposes and growth
related activities, which may include acquisitions or organic
expansion.

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

J.B. Poindexter & Co., Inc., headquartered in Houston, Texas,
manufactures commercial truck bodies for medium-duty trucks,
pickup truck caps and tonneau covers, truck bodies for walk-in
step vans, funeral coaches and limousines, provides contract
manufacturing services for precision metal parts and machining and
casting services. J.B. Poindexter's revenue for the last twelve
month period ended June 30, 2012 was approximately $807 million.


JERRY'S NUGGET: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Jerry's Nugget Inc. and affiliate Spartan Gaming LLC filed its
summary of schedules of assets and liabilities, disclosing:

     Name of Schedule                    Assets       Liabilities
     ----------------                    ------       -----------
A - Real Property                     $8,000,000
B - Personal Property                 $4,378,944
C - Property Claimed as Exempt
D - Creditors Holding Secured Claims                   $4,273,306
E - Creditors Holding Unsecured
       Priority Claims                                    $41,404
F - Creditors Holding Unsecured
       Non-Priority Claims                             $6,456,732
                                    ------------      -----------
                                     $12,378,944      $10,771,442

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Stamis family-owned Jerry's
Nugget has a 9.1-acre casino property in North Las Vegas.  The
property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver serve as the Debtors' counsel.  Jerry's Nugget estimated
assets and debts of $10 million to $50 million.  Jerry's Nugget
said its current going concern value is at least $8 million.
Spartan Gaming estimated $1 million to $10 million in assets and
debts.  The petitions were signed by Jeremy Stamis, president.


JOURNAL REGISTER: Wins Interim Nod to Borrow $22.5-Mil.
-------------------------------------------------------
Journal Register Co. received interim authority Sept. 11 to borrow
$22.5 million from existing revolving-credit lender Wells Fargo &
Co.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at a final financing hearing on Sept. 27, the loan is
scheduled to increase to $25 million.  It will be used to pay off
pre-bankruptcy debt owing to Wells Fargo.

According to Bankruptcy Law360, Judge Stuart M. Bernstein said he
would approve the motion, which would cover the next three weeks
of the publisher's expenses, on the condition that the publisher
and lender Wells Fargo Bank NA adjust several provisions to the
revolving credit agreement.

                      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.


KNIGHT CAPITAL: FMR LLC Discloses 1.2% Equity Stake
---------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed on
Sept. 7, 2012, that they beneficially own 1,178,859 shares of
common stock of Knight Capital Group Inc. representing 1.205% of
the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/OFR9fZ

                        About Knight Capital

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

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

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

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

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

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

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


KRYSTAL INFINITY: Asks to Sell Bus-Making Division for $2.8MM
-------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that California
limousine maker Krystal Infinity LLC has asked for permission to
sell its bus-manufacturing division for nearly $2.8 million to RV
maker Forest River Inc. -- a rescue purchase offer for the company
that lost money on what was supposed to be a cost-cutting
expansion to Mexico.

                      About Krystal Infinity

Krystal Infinity LLC filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-19701) on Aug. 14, 2012, in Santa Ana,
California.  Krystal Infinity manufactures and sells stretch
limousines, limousine vans, shuttle buses, limousine busses and
hearses.  Roughly 85% of Krystal Infinity's vehicle manufacturing
work is completed in Mexico through an affiliate Krystal
International.  The business was acquired by the Debtor through a
11 U.S.C. Sec. 363 sale conducted by Krystal Koach, Inc. (Case No.
10-26547) in January 2011.

Krystal Infinity estimated assets and debts of $10 million to
$50 million as of the Chapter 11 filing.

Bankruptcy Judge Catherine E. Bauer presides over the case.  The
Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP, in Los Angeles.


K-V PHARMACEUTICAL: Taps SNR Denton for Medicaid Litigation
-----------------------------------------------------------
K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ the law firm of SNR Denton US LLP as special litigation and
regulatory counsel.

SNR Denton will, among other things:

   a) continue or commence additional litigation actions on behalf
      of the Debtors as plaintiffs in state Medicaid actions;

   b) analyze the viability of claims and causes of action against
      compounding pharmacies;

   c) advise the Debtors regarding potential other causes of
      action related to Makena(R);

   d) continue litigation involving the Debtors' former chief
      executive officer and member of the board of directors, Marc
      S. Hermelin;

   e) assist on various federal and state regulatory and
      reimbursement questions and issues that arise related to
      Makena(R) and other products; and

   f) assist with issues arising from product liability cases and
      any lift stay motions or suggestions of bankruptcy related
      to the same.

The SNR Denton attorneys leading the engagement are Gadi Weinreich
and Peg Hall.  Additional attorneys are rendering services at
discounted rates that are well below their 2012 standard hourly
rates.  These discounted hourly rates range between $238 and $716.
Legal assistants will be billed at discounted hourly rates ranging
between $200 and $280.

To the best of the Debtors' knowledge, SNR Denton does not hold or
represent any interest adverse to the Debtors on any matters in
which SNR Denton is to be engaged.

                     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.


K-V PHARMACEUTICAL: Taps Williams & Connolly for FDA Litigation
---------------------------------------------------------------
K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Williams & Connolly LLP as special litigation counsel

W&C was retained by the Debtors in connection with a lawsuit filed
by K-V Pharmaceutical Company and Ther-Rx Corporation against the
United States Food and Drug Administration and the United States
Department of Health & Human Services in the District Court for
the District of Columbia.

According to the Debtors, the FDA Litigation seeks preliminary and
permanent declaratory and injunctive relief to restore the
Debtors' rights under the Orphan Drug Act to market exclusivity
for Makena(R), the Debtors' most valuable product.

The W&C attorneys leading the engagement are Richard Cooper, Holly
M. Conley and Michael V. Pinkel.  Additional attorneys providing
services to the Debtors have current standard hourly rates ranging
between $885 and $455.  Legal assistants and litigation support
personnel have current standard hourly rates ranging between $315
and $180.

To the best of the Debtors' knowledge, W&C does not hold or
represent any interest adverse to the Debtors on any matters in
which the firm is to be engaged.

                     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.


K-V PHARMACEUTICAL: Wants to Hire Jefferies & Co. as Inv. Banker
----------------------------------------------------------------
K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to
employ Jefferies & Company, Inc., as investment banker and
financial advisor.

Jefferies will render services to the Debtors including, without
limitation:

   a) investment banking and advisory services as providing advice
      and assistance to the Debtors in connection with analyzing,
      structuring, negotiating and effecting, and acting as
      exclusive financial advisor to the Debtors in connection
      with, any restructuring of the Debtors' outstanding
      indebtedness through any offer by the Debtors with respect
      to any outstanding indebtedness, a solicitation of votes,
      approvals, or consents giving effect thereto; and

   b) financial advisory services by:

        i) familiarizing itself with, to the extent that Jefferies
           deems appropriate, and analyze the business,
           operations, properties, financial condition and
           prospects of the Debtors;

       ii) advising the Debtors on the current state of the
           restructuring market; and

      iii) assisting and advising the Debtors in developing the
           terms of and a general strategy for accomplishing a
           restructuring or other debt or equity financing.

Jefferies' compensation structure includes, among other things:

   a) a monthly advisory fee equal to $125,000 per month until the
      expiration or termination of the engagement;

   b) a restructuring fee equal to $2.5 million upon consummation
      of a restructuring, including, without limitation, upon the
      effective date of a confirmed plan of reorganization,
      provided, however, that an amount equal to 25% of the
      minority M&A fees actually paid to Jefferies in excess of
      $750,000 will be credited once against any Restructuring Fee
      due and payable;

   c) a minority M&A fee -- upon the closing of a minority M&A
      transaction, a fee equal to an amount to be determined
      according to these schedule:

        i) if the Transaction Value is less than or equal to
           $30 million, a minimum fee of $750,000;

       ii) an additional 2.5% of that portion of the transaction
           value greater than $30 million and less than or equal
           to $50 million; and

      iii) an additional 2.0% of that portion of the transaction
           value greater than $50 million and less than or equal
           to $75 million; and

       iv) an additional 1.5% of that portion of the transaction
           value greater than $75 million.

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

                     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.


LARSON LAND: US Trustee Forms 5-Member Creditors' Committee
-----------------------------------------------------------
Robert D. Miller, Jr., the United States Trustee for Region 18,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Larson Land Company LLC.

The Committee members are:

       1. Steve Hix
          Idaho Package Company
          4320 Challenger Qay, #101
          Caldwell, ID 208-453-9930
          Tel: 208-453-9930
          Fax: 208-453-9929
          E-mail: shix@idahopackage.com

       2. Mark Perry
          HB Specialty Foods
          1823 N. Elder
          Nampa, ID 83687
          Tel: 208-318-0256
          Fax: 208-318-1445
          E-mail: mperry@hbspecialtyfoods.com

       3. Tim O'Connor
          Forum Financial Services, Inc.
          275 West Campbell Rd., Ste, 320
          Richardson, TX 75080
          (927) 690-9444 ext.225

       4. Stephen Adamson
          J&S Financial Corp
          5152 West Oak View Lane
          Highland, IUT 84003
          (801) 756-6656
          E-mail: Js_financial05@yahoo.com

       5. Bart M. Davis
          Electrical Wholesale Supply Co., Inc
          PO Box 50660
          Idaho Falls, ID 83405
          (208) 522-8100
          E-mail: bartdavis@me.com

                         About Larson Land

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.

Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as
the Debtor's counsel.

Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered
the appointment of a Chapter 11 trustee to replace management of
the Debtor.  Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP
represent John L. Davidson, the Chapter 11 trustee for the Debtor.


LAST MILE: Hires R.L. Hicks as Regulatory Counsel
-------------------------------------------------
Last Mile Inc. asks for permission from the U.S. Bankruptcy Court
to employ R.L. Hicks & Associates as regulatory counsel for the
purpose of advising the Debtor in connection with the transfer of
licenses.

On Aug. 17, 2012, the Debtor agreed to a form of Asset Purchase
Agreement with First Telecom Services, LLC and filed a motion
seeking approval of the sale of substantially all of the Debtor's
assets to FTS.  Among the requirements of the APA is the transfer
by the Debtor of its licenses from the Pennsylvania Public Utility
Commission.

The proposed retention is limited to providing services to the
Debtor with respect to transferring the Licenses to FTS, or
another successful bidder for the Debtor's assets.

Renardo L. Hicks, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

In June, the bankruptcy judge entered an order extending Last
Mile's exclusive period to propose a Chapter 11 plan until July 9,
2012; and the exclusive period to solicit acceptances of that plan
until Sept. 10, 2012.

In June, the bankruptcy judge also entered a seventh order
allowing the Last Mile Inc. to access M&T Bank cash collateral.
The seventh order had a termination date of July 9, 2012.

                     About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,757,058 in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LIGHTSQUARED INC: Gibson Dunn Approved as Litigation Counsel
------------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Lightsquared Inc., et al.
to employ Gibson, Dunn & Crutcher LLP as special litigation
counsel.

As reported in the Troubled Company Reporter on June 4, 2012,
prior to the Petition Date, Gibson Dunn represented LightSquared
as its litigation counsel in connection with ongoing proceedings
before the Federal Communications Commission.

Gibson Dunn is expected to, among other things:

   -- conduct legal research related to the FCC proceedings and
      LightSquared's potential responses to FCC action;

   -- prepare memoranda on legal claims related to the FCC
      proceedings and issues for appeal in the event of an adverse
      determination by the FCC; and

   -- develop and implement strategies to achieve policy
      objectives in Congress and before particular federal
      agencies.

The hourly rates of Gibson Dunn's personnel are:

         Theodore B. Olson, partner           $1,800
         Eugene Scalia, partner                 $980
         Michael Bopp Partner                   $765
         John Bash, associate                   $640
         Ashley Boizelle, associate             $555
         Derek Lyons, associate                 $555
         Sam Dewey, associate                   $515
         David Fotouhi, associate               $445

Prior to the Petition Date, Gibson Dunn received retainer funds
from the Debtors for services to be rendered and for reimbursement
of expenses to be incurred by the Debtors.  As of the Petition
Date, the remaining amount of the retainer was approximately
$560,000.

To the best of the Debtor's knowledge, Gibson Dunn does not
represent or hold any interest adverse to the Debtors, their
estates, or any class of creditors or equity holders with respect
to the matters upon which it is to be engaged.

                       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.


LOGAN'S ROADHOUSE: Moody's Affirms 'B3' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook on Logan's
Roadhouse Inc. to negative from stable. At the same time, all
ratings were affirmed, including the B3 Corporate Family and
Probability of Default ratings, and the B3 senior secured 2nd lien
notes rating.

The outlook change to negative reflects the company's weaker than
expected operating performance which has been driven by persistent
declines in guest traffic and eroding operating margins. Moody's
believes that reversing the trend in negative traffic in the
coming year will be challenging, particularly as promotional
activity among casual dining competitors remains high. In
addition, Logan's value-oriented customer base continues to be
adversely affected by the high unemployment rate and weak
discretionary spending. When coupled with potential commodity cost
inflation and lack of meaningful free cash flow generation for
debt reduction, credit metric improvement could be limited in the
near term. The company's lease - adjusted Debt/EBITDA remains high
at around 6.9x for the latest twelve months ended April 30, 2012.

On September 4, 2012, Logan's completed an amendment to its
existing $30 million revolving credit facility agreement (unrated
by Moody's) that relaxed the company's financial covenants as they
were set to contractually tighten over time. While recognizing the
increased covenant headroom resulting from the aforementioned
amendment, Moody's cautions that Logan's operations remain under
pressure. Further declines in operating performance and cash flow
generation in conjunction with scheduled future covenant
tightening could erode the newly afforded covenant cushion.

Moody's affirmed the following ratings:

  Corporate Family Rating at B3

  Probability of Default Rating at B3

  $355 million 2nd lien senior secured notes due 2017 at B3
  (LGD 3, 49%)

Rating outlook to negative from stable

Ratings Rationale

Logan's B3 Corporate Family Rating acknowledges its high leverage
with limited potential for meaningful deleveraging, in part due to
expected margin deterioration and lack of free cash flow
generation in the coming year. The rating also reflects Logan's
heightened risk profile due to the company's somewhat aggressive
store expansion plan at a time when consumer spending remains
fragile.

Positive rating considerations are given to the company's
established niche as a roadhouse-themed steakhouse focusing on
value offerings, as well as management's track record of
effectively controlling costs and improving efficiency through the
economic downturn. Further, Moody's expects that Logan's short-
term liquidity will remain adequate, with sufficient cash, cash
flow and revolver availability to support working capital and
reduced growth capital spending plans. Cushion under the amended
covenants is expected to remain adequate over the next twelve
months.

Ratings could be downgraded should same-store sales or
profitability continue to deteriorate, particularly if it results
in a weaker liquidity profile. From a metrics perspective, ratings
could be downgraded if lease-adjusted debt/EBITDA rises above
7.0x, or if EBITA/interest drops below 1.0x.

The outlook could return to stable if the company reverses the
declining traffic and margin trends while maintaining adequate
liquidity and credit metrics near current levels. Over the longer
term, a ratings upgrade would require sustained improvement in
same store sales/guest traffic growth and Average Unit Volumes,
and improved free cash flow generation and debt reduction with
excess cash. Specifically, an upgrade could occur if debt-to-
EBITDA approaches 6.0 times and EBITA-to-interest nears 1.5 times
on a sustained basis.

The principal methodologies used in rating Logan's were Global
Restaurant Industry published in June 2011, and Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Other methodologies and factors
that may have been considered in the process of rating this issuer
can also be found on Moody's website.

Logan's Roadhouse, Inc. headquartered in Nashville, Tennessee,
operates 219 and franchises 26 traditional American roadhouse-
style steakhouses in 23 states across the country as of April 30,
2012. Company-owned units are largely concentrated in the south
and southeastern United States with franchise locations in
California and the Carolinas. Annual revenues were approximately
$623 million as of April 30, 2012.


LSP ENERGY: $286M Sale Will Lead to Tax Losses, Miss. County Says
-----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Panola County,
Miss., on Monday objected to the planned $286 million sale of LSP
Energy LP to a local utility, saying the deal could starve the
impoverished county of crucial tax revenue.

Bankruptcy Law360 relates that the buyer, South Mississippi
Electric Power Association, is exempt from certain taxes under
state law and the rural county ? joined by the city of Batesville
-- wants added protections in the deal to cushion the loss of one
of its most significant taxpayers.

                            About LSP Energy

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

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

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

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

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

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


MARKETING WORLDWIDE: Issues 28.7MM Common Shares to Employees
-------------------------------------------------------------
On Sept. 6, 2012, Marketing Worldwide Corporation issued
28,770,000 shares of its common stock at to certain employees,
consultants and advisors in order to retain the services of these
26 individuals.  The Company will record a non-cash charge for the
retention payments of $.006 per share (based upon closing bid
price on Aug. 16, 2012) or $172,620.  There was no underwriter, no
underwriting discounts or commissions, no general solicitation, no
advertisement, and resale restrictions were imposed by placing a
Rule 144 legend on the certificates.

At the close of business on Sept. 6, 2012, the Company had
34,481,956 shares common stock issued and outstanding.

Subsequent to July 12, 2012, the effective date of the Company's
reverse stock split, the Company issued 2,040,539 shares of its
common stock pursuant to the conversion terms of the Company's
outstanding securities, which includes shares Series E Convertible
Preferred Stock and Convertible Notes.  The shares of common stock
were issued without registration under the Securities Act of 1933
based upon legal opinions provided to the Company and its transfer
agent that registration was not required.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.14 million
in total assets, $11.94 million in total liabilities and a $10.80
million total deficiency.

After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results.  The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.


MARSICO HOLDINGS: S&P Lowers Counterparty Credit Rating to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services is lowering its ratings on
Marsico Holdings LLC, including the long-term counterparty credit
rating, to 'D' from 'CCC+' as a result of a distressed debt
exchange. "Based on our evaluation of Marsico's improved debt
structure, post the restructuring, we raised our long-term
counterparty credit rating to 'CCC+' from 'D' and subsequently
withdrew the rating at the company's request," S&P said.

"Concurrently, we lowered our debt ratings on the first lien term
loan due 2014 to 'D' from 'CCC+' and the subordinated notes due
2020 to 'D' from 'CCC-'. Subsequently, we withdrew the ratings on
these two instruments as they have been replaced with new debt
instruments," S&P said.

"Additionally, we withdrew our 'CCC+' rating on the $25 million
senior secured revolving credit facility due 2013 because the
company voluntarily terminated the program. Marsico never borrowed
under this facility," S&P said.

"The downgrade results from our assessment that, according to our
criteria, Marsico's debt restructuring constituted a distressed
debt exchange," said Standard & Poor's credit analyst Charles
Rauch. The principal components of this transaction are set
forth," S&P said.

"The company replaced $977 million senior secured term loan due
2014 with a $500 million senior secured term loan, the bulk of
which is due in 2022. At the same time, Marsico replaced the $604
million subordinated notes due 2020 with $200 million subordinated
notes due 2022. As a result, total outstanding debt is now $700
million--down from $1.58 billion prior to the restructuring.
Additionally, debt maturities are extended. The next major debt
maturity occurs in 2022, when $650 million is due. In our opinion,
these concessions by the borrowers, although they give Marsico
much needed breathing room, constitute a distressed debt
exchange," S&P said.


MEDICAL ALARM: Retires All Series B Convertible Preferred Shares
----------------------------------------------------------------
Medical Alarm Concepts Holding, Inc., entered into an agreement
converting the final portion of its Series B Convertible Preferred
stock on Sept. 6, 2012.  All Series B Convertible Preferred stock
has now been retired.  All Series A Convertible Preferred stock
had been retired previously.  All Warrants associated with the
March 2009 issuance of convertible debts have been cancelled.

The Company said that recent cancellations of convertible debt,
Series B Convertible Preferred Stock and various warrants may
trigger the reversal of a significant amount of previously
recorded derivative liability charges likely resulting in a large
one-time gains during one or more future accounting periods.

On Sept. 5, 2012, the Company issued a press release outlining
several developments at the company.  These included comments
concerning the following:

     Over the past 48 hours approximately 32 news orders were
     taken and many activations and up sells completed.  This is
     an increase in the level of business activity of over 400%
     from just a few months ago.  Management believes the Company
     is moving into its busiest time of the year and expects
     continued order acceleration through year-end as a result.
     The Company recently kicked off its Google Adwords campaign,
     which has already significantly increased web hits, incoming
     calls and sales.  Shipments to Denmark have begun with an
     order from Ireland expected over the short term.  Additional
     contracts are being worked for Australia, Slovenia, and
     several other European countries.  The balance sheet
     restructuring includes recent debt forgiveness and
     consolidation, cancellation of 165 million toxic warrants,
     the pay down of trade payables and increases in working
     capital and inventories.  The Company has notified its
     accountants to begin the process during the month of
     September of preparing financials in order to return the
     company to fully reporting status.  There are approximately
     631 million shares outstanding placing the market
     capitalization at approximately $2.5 million.  The current
     acceleration in the revenue growth trajectory places the
     Company on track to become profitable over the short term as
     the signing of monthly contracts continues to accelerate.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.  As of March 31,
2011, the Company had $0 in cash.

The Company said in its quarterly report for the period ended
March 31, 2012, that "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations.  We do not anticipate the
purchase or sale of any significant equipment.  We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions.  Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services.  Should this occur, we will
suspend or cease operations."

"We anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."


MF GLOBAL: FSA Considers Customer Fund Changes
----------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the U.K. Financial
Services Authority proposed new rules Thursday to make it easier
to return customer funds after brokerage firms go bust, hoping to
prevent a repeat of the confusion and delay that has plagued
efforts to refund customers of MF Global Inc. and Lehman Brothers
International Ltd.

Bankruptcy Law360 relates that the FSA wants to allow firms to
preemptively collect customer funds in "subpools" to allow for
quicker distributions following a collapse and to contain client
money shortfalls to a particular subpool.

                         About MF Global

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

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

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

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

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

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

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

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


MILLAR WESTERN: Moody's Says Bioenergy Project Credit Positive
--------------------------------------------------------------
Moody's Investors Service commented that Millar Western Forest
Products Ltd.'s decision to pursue a bioenergy effluent project at
its Whitecourt pulp mill is credit positive, but will not impact
the company's short- or long-term credit ratings.

As reported by the Troubled Company Reporter on May 14, 2012,
Moody's Investors Service lowered the short-term liquidity rating
to SGL-3 from SGL-2 for Millar Western Forest Products Ltd. This
action reflects Moody's expectation that expected cash consumption
is likely to erode Millar Western's liquidity position. Moody's
affirmed the company's B2 Corporate Family Rating ("CFR"), B2
Probability of Default Rating, and the B3 rating on its senior
unsecured notes due 2021. The rating outlook is stable.

Millar Western Forest Products Ltd., headquartered in Edmonton,
Alberta, is a privately-held producer of lumber and pulp. The
company reported revenues of C$289 million for the twelve months
ended June 30, 2012.


MPG OFFICE: Promotes Christopher Norton to EVP, General Counsel
---------------------------------------------------------------
MPG Office Trust, Inc., promoted Christopher M. Norton to
Executive Vice President, General Counsel and Secretary effective
Sept. 11, 2012.

Mr. Norton previously served as Senior Vice President,
Transactions for the Company.  Prior to joining MPG Office Trust,
Mr. Norton was an attorney at Latham & Watkins LLP, where he
served real estate clients, including MPG Office Trust, in the
acquisition, financing and leasing of real property.

Mr. Jonathan L. Abrams, MPG's former Executive Vice President,
General Counsel and Secretary, who has been on medical leave for
approximately three months, entered into a separation agreement
with the Company on Sept. 11, 2012.  Pursuant to the agreement,
Mr. Abrams will receive a single lump sum payment of $350,000 and
reimbursement for COBRA health insurance coverage for 18 months.

David Weinstein, the Company's President and Chief Executive
Officer said, "Chris' promotion to Executive Vice President,
General Counsel and Secretary reflects the valuable contributions
he has made to the Company over the past two years.  We appreciate
all of Jon's contributions over the past five years and wish him
well in his future endeavors."

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.06 billion
in total assets, $2.88 billion in total liabilities, and a
$827.88 million total deficit.


MSR RESORT: Creditors Settle, Allow $1.5B Stalking Horse Auction
----------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that in a last-
minute huddle Monday before a motion hearing in a New York
bankruptcy court, lenders for MSR Resort Golf Course LLC
tentatively settled several of their disagreements over an auction
linked to a $1.5 billion stalking horse bid for the hotel company.

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

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

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

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

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

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

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

In June, the Doral Golf Resort & Spa in Miami was sold to Donald
Trump.  The four remaining resorts will be sold to secured lender
Government of Singapore Investment Corp. for $1.5 billion,
including $1.115 million cash and $360 million in debt.  The sale
of the four resorts is to be approved and carried out through
implementation of a Chapter 11 plan.


MTS GOLF: Jorden Bischoff OK'd as Land Use and Zoning Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
MTS Land LLC and MTS Golf LLC MTS LAND, LLC, to employ Jorden,
Bischoff & Hiser as special land use and zoning counsel.

MTS Land generally owns the real property on which the hotel
portions of the resort sit.  Although the hotel portion of the
resort has not operated since September 2004, the resort is a
Paradise Valley landmark with a history as one of the premier
resorts in the Phoenix Valley.  The resort was one of the original
mixed resort/residential communities, providing an enhanced
lifestyle for the adjacent residences through shared use of
certain resort amenities.

MTS Golf generally owns the real property on which the Mountain
Shadows Golf Club is located.  The Club hosts an 18 hole, par 56,
3,081-yard executive course, restaurant & grille, pro shop,
fitness center, tennis courts, and a driving range.

The Debtors have selected to continue to use JBH as their special
land use and zoning counsel.  JBH has been providing legal
services with regard to Debtors' land use and zoning needs
for the Resort since 2007.

Mr. Jorden will primarily be responsible for providing the
services and his current hourly rate is $283.

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

                About MTS Land LLC and MTS Golf LLC

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

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

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

The U.S. Trustee has not yet appoint a creditors committee in the
Debtors' cases.


MTS GOLF: Squire Sanders OK'd as Real Estate Counsel
----------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized MTS Land LLC and MTS Golf LLC., to
employ Squire Sanders as special real estate counsel for matters
relating to Debtors' private property rights under various
covenants, conditions, and restrictions documents and conveyance
documents.

Squire Sanders has been providing legal services with regard to
Debtors' property rights for the resort since approximately 2006.

David Kreutzberg, Esq. will be the individual primarily
responsible for performing the services.  Mr. Kreutzberg has been
providing substantially similar services to Debtors for
approximately six years.  Mr. Kreutzberg's hourly rate is $535.

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

                About MTS Land LLC and MTS Golf LLC

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

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

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

The U.S. Trustee has not yet appoint a creditors committee in the
Debtors' cases.


MTS GOLF: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------
The U.S. Trustee for Region 14, advised the U.S. Bankruptcy Court
for the District of Arizona that an official committee of
unsecured creditors in the Chapter 11 cases of MTS Land LLC and
MTS Golf LLC has not been appointed because an insufficient number
of persons holding unsecured claims against the Debtors have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint a committee if interest develop
among the creditors.

                About MTS Land LLC and MTS Golf LLC

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

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

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

The U.S. Trustee has not yet appoint a creditors committee in the
Debtors' cases.


MTS GOLF: Can Employ Squire Sanders as Real Estate Counsel
----------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona authorized MTS Land, LLC, et al., to employ
Squire Sanders as special real estate counsel nunc pro tunc to the
petition date.

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

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

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

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



NCR CORP: S&P Rates $500 Million Senior Notes Due 2022 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '5' recovery rating to the $500 million senior notes
due 2022 issued by NCR Corp., a U.S. provider of hardware,
software, and services solutions to the financial services,
retail, and hospitality sectors. NCR plans to raise $500 million
to fund some of its unfunded pension liabilities and lump sum
payments to some of its deferred vested participants, as well as
for general corporate purposes. The '5' recovery rating indicates
expectations for modest (10%-30%) recovery of principal in the
event of a payment default.

"The existing 'BB+' corporate credit rating on NCR remains
unchanged and reflects our view of NCR's financial risk profile as
'significant' (according to our criteria) and its business risk
profile as 'satisfactory,'" S&P said.

RATINGS LIST

NCR Corp.
Corporate Credit Rating                BB+/Stable/--

New Ratings

NCR Corp.
$500 mil. senior nts due 2022          BB
   Recovery Rating                      5


NAVISTAR INT'L: Carl Icahn Protests Cambell's CEO Appointment
-------------------------------------------------------------
Carl C. Icahn issued an open letter to the Board of Directors of
Navistar International Corporation expressing his disappointment
over the Board's action to appoint Lewis B. Campbell as Executive
Chairman of the Board and interim Chief Executive Officer.

Mr. Icahn labeled the choice of CEO as "worse than ill-advised",
since the Board made no attempt to discuss the decision with
shareholders.  Mr. Icahn said he could not understand why the
Board has chosen a temporary CEO with no experience in the heavy
truck industry and a questionable track record as CEO of Textron,
Inc.

"This is a Board at war with its own shareholders," Mr. Icahn
wrote.  "I urge you to reconsider the path the Board has chosen,
which harms our company and puts you at serious risk of personal
liability.  Instead, I recommend that you permit the voices of
shareholders to be heard directly at the Board level by making
four Board seats available to shareholders immediately -- at this
critical juncture in the history of Navistar -- before any more
damage is done to our company by the existing Board."

While Mr. Icahn prefers to settle the matter amicably, he said he
may proceed with a litigation, if necessary, to protect his
investment.

"This Board has stood idly by for the last three years, as
Navistar, unique among its competitors, has been unable to deliver
an engine that conforms to EPA 2010 guidelines.  In the last two
and half years, Navistar market share has declined by 40% (from
25% in 2010 to 15% in the most recent quarter) in the Class 8
market.  Share price has declined precipitously from almost $60
per share at the beginning of 2011 to under $25 per share," the
letter stated.

Mr. Icahn suggested that at least four directors be designated by
shareholders and added to the Board immediately.

Mr. Icahn and his affiliates disclosed that, as of Sept. 10, 2012,
they beneficially own 10,250,500 shares of common stock of
Navistar representing 14.94% of the shares outstanding.  Mr. Icahn
previously reported beneficial ownership of 9,964,599 common
shares or a 14.54% equity stake as of July 24, 2012.  A copy of
the amended filing is available at http://is.gd/Qjz4Qz

A full-text copy of the letter is available for free at:

                        http://is.gd/8o9Veo

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

The Company reported a net loss of $206 million on $9.66 billion
of net sales and revenues for the nine months ended July 31, 2012,
compared with net income of $1.50 billion on $9.63 billion of net
sales and revenues for the same period a year ago.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'B-' from 'B+'.  The rating downgrades for
NAV and NFC consider the negative impact of recent developments
including already weak operating results in 2012 that are likely
to be worse than previously expected by Fitch.


NET TALK.COM: Engages Thomas Howell as New Accounting Firm
----------------------------------------------------------
Meeks International, Inc., the independent registered public
accounting firm of Net Talk.com, Inc., was acquired by Thomas,
Howell, Ferguson, P.A., 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.

On Sept. 3, 2012, MIL notified the Company of the merger and
resulting resignation as the Company's independent registered
public accounting firm effective Sept. 1, 2012.  On Sept. 7, 2012,
the Board of Directors of the Company approved the engagement of
THF, as the Company's independent registered public accounting
firm, effective Sept. 1, 2012.

MIL audited the Company's consolidated financial statements for
the fiscal years ended Dec. 31, 2011, and Dec. 31, 2010.  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.

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

                        http://is.gd/1fuTVd

                         About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at June 30, 2012, showed $6.03 million
in total assets, $18.82 million in total liabilities,
$8.13 million in redeemable preferred stock, and a $20.92 million
total stockholders' deficit.


NEVADA REGIONAL: S&P Affirms 'BB+' Rating on $21MM Hospital Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Nevada, Mo.'s $21.0 million hospital refunding
revenue bonds, series 2007, issued for Nevada Regional Medical
Center (NRMC). "In addition, we affirmed our 'BB+' rating on the
bonds," S&P said.

"We revised the outlook because of a dramatic improvement in
operations during fiscal 2012, which has resulted in increased
liquidity and improved balance sheet metrics," said Standard &
Poor's credit analyst Robert Dobbins. "We anticipate raising the
rating during the next two years if operating improvements are
maintained," added Mr. Dobbins.

"The improved operations during fiscal 2012 are primarily a result
of gains from changes to the revenue cycle. Management exhibited
substantial success in recruiting new physicians and growing the
active medical staff to 33 physicians from 23 in the prior year,"
S&P said.


NEW BREED: Moody's Rates Senior Secured Credit Facilities 'B2'
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to New Breed
Holding Company's proposed senior secured credit facilities
consisting of a $300 million term loan due 2019 and a $50 million
revolving credit facility due 2017. At the same time, Moody's has
assigned first time Corporate Family (CFR) and Probability of
Default Ratings (PDR) to New Breed of B2. Proceeds of the
financing will be used to refinance existing debt, provide for a
sponsors dividend and a special management bonus and to add cash
to the balance sheet. The ratings outlook is stable. New Breed
Holdings Company, along with its wholly-owned subsidiary New
Breed, Inc., are co-borrowers under these credit facilities.

Ratings Rationale

The B2 CFR reflects the sizeable amount of debt that results from
the planned refinancing transaction, aggressive financial policy
implied by the leveraged dividend associated with the refinancing,
and substantial concentration of revenue with one customer. The
ratings also positively consider strong operating margins that New
Breed generates in the logistics segment, as well as its long
track record as a supplier of valuable supply chain services to
key customers in the consumer and industrial sectors.

On close of the planned refinancing transaction, New Breed will
carry over $600 million of total debt (including Moody's standard
adjustments, primarily for operating leases), which represents
over 100% of the company's current revenue. Moody's estimates pro
forma 2012 metrics of the following: Debt to EBITDA at
approximately 4.5 times; EBIT to Interest of about 2.0 times; and
Funds from Operations to Debt of 14%. These metrics are consistent
with a B2 rating level. Moreover, as over half of the proceeds
from the proposed term loan B will be applied towards a
distribution to equity holders, including management option
holders, Moody's believes that this represents the implementation
of an aggressive financial policy.

Moody's estimates that New Breed's credit metrics could improve
gradually over the next few years if the company achieves its
operating plans. New Breed's generates operating margins in excess
of 10%, which is higher than those typical in the logistics
segment. This should allow the company to generate sufficient free
cash flow to repay a modest amount of debt over the next few
years. However, with the majority of its revenue base represented
by volume-sensitive transactional contracts, New Breed's operating
results will be vulnerable to changing economic conditions in the
US. As such, the onset of a further economic downturn in the US
would likely forestall improvement in leverage over the near term.

Customer concentration is an important constraint to higher rating
consideration. New Breed's contracts with one telecom customer
represent approximately 40% of the company's estimated 2012
revenue. New Breed's revenue from this customer has fallen
recently, and the company has done well to offset this declining
business with new customers, thereby slowly improving
diversification of its sales base. However, Moody's estimates that
sales to this one customer will still exceed 30% of total revenue
for some time. Although New Breed's largest customer represents a
valued quality participant in the telecom sector with whom the
company has maintained a long term relationship, this degree of
reliance on sales from a single customer is an elevating risk
factor.

The $350 million of senior secured credit facilities are rated B2,
which is the same as the CFR and PDR. These credit facilities
represent a substantial majority of New Breed's liability
structure as applied to Moody's Loss Given Default Methodology,
which precludes notching above New Breed's CFR.

Moody's believes that New Breed will maintain a good liquidity
position in the near term. On close of the proposed refinancing,
the company is expected to have a cash balance of nearly $40
million. Moreover, with its strong operating margins on a sizeable
revenue base, Moody's expects that the company will generate
operating cash flow well in excess of required investment levels.
This will allow New Breed to maintain cash levels at approximately
this level while repaying a modest amount of debt. The company
will have a $50 million revolving credit facility on close of the
refinancing, which Moody's views as modest for a company of this
size. However, due to the limited amount of capital investment
required in New Breed's asset light business model, Moody's does
not expect that the company will make large use of this facility
over the near term. The credit agreement contains no financial
covenants on the term loan, while the revolving credit facility's
financial covenant only becomes effective if usage of the facility
exceeds 15%. As such, Moody's believes that covenants only provide
minimal constraints on liquidity.

The stable ratings outlook reflects expectations that New Breed
will be able to slowly grow its revenue base over the near term,
and gradually reduce revenue concentration on one customer. In
addition, Moody's expects that the company will be able to sustain
operating margins in excess of 10%. This should allow New Breed to
slowly improve credit metrics from current pro forma levels
through 2013, and to generate sufficient free cash flow to repay a
modest amount of its term loan over this period.

Ratings or their outlook could be adjusted downward if revenue
levels decline materially, particularly if a drop in revenue from
contracts with larger customers is not offset by increased
business from other customers. Rating pressure could also occur
with metrics of the following levels: operating margins below 8%;
free cash flow that becomes substantially negative; Debt to EBITDA
in excess of 6.0 times; EBIT to Interest of less than 1.5 times;
or Retained Cash Flow to Debt of less than 8%.

Upward rating consideration could be warranted if the company
repays a substantial portion of its term loan while demonstrating
steady revenue growth at strong operating margins. In particular,
Debt to EBITDA below 4.0 times or EBIT to Interest above 2.5 times
could warrant a ratings upgrade. In addition, New Breed would need
to demonstrate a material reduction in customer concentration
while growing total revenue to support a ratings upgrade.

Assignments:

  Issuer: New Breed Holding Company

     Corporate Family Rating, Assigned B2

     Probability of Default Rating, Assigned B2

     Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 47%)

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

New Breed Holding Company, headquartered in High Point, NC,
provides contract supply chain management solutions to large
multi-national corporations and government agencies.


NEW ENTERPRISE: S&P Keeps 'CCC-' Corp. Credit Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings on New
Enterprise Stone & Lime Co. Inc., including its 'CCC-'corporate
credit rating on CreditWatch with negative implications. "We will
resolve the CreditWatch listing when the company files its annual
report and quarterly reports and after we have assessed the
company's near-term liquidity and most recent operating
performance. We would likely lower our ratings to 'D' if the
company fails to provide the required financial statements with
the 120-day cure period (which began Sept. 6, 2012) and the
trustee declares an event of default and pursues its remedies
including demand for payment," S&P said.

"The continued CreditWatch listing follows the recent announcement
that New Enterprise still needs additional time to file its
already delinquent annual and quarterly financial reports on Form
10-K and 10-Q," said credit analyst, Thomas Nadramia. "Also, the
trustee under the existing notes has provided notice to the
company that New Enterprise is not in compliance with the
financial reporting requirements of the indentures. Failure to
provide such reports within 120 days of receipt of the notice
would result in an event of default under the indentures."

"We will resolve the CreditWatch listing when the company files
its delinquent annual and quarterly reports and after we have had
an opportunity to discuss the company's liquidity, the state of
its internal controls, and its most recent operating performance,"
S&P said.

"We could affirm our ratings and remove them from CreditWatch if
the company obtains financial reporting extensions from its
lenders, resolves any potential default under its indentures, and
if it appears that 2012 and future operating cash flows will be
neutral or modestly positive as we had previously assumed," S&P
said.

"We would lower our rating to 'D' if we view a payment default to
be imminent or if lenders pursue remedies under any defaults and
demand payment. This could occur if further filing delays trigger
a technical default that results in an acceleration of its
indebtedness," S&P said.


NEXTWAVE WIRELESS: Solus Alternative Discloses 12.7% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that, as of Aug. 31, 2012, they beneficially
own 3,171,493 shares of common stock of Nextwave Wireless Inc.
representing 12.7% of the shares outstanding.  Solus Alternative
previously reported beneficial ownership of 2,511,569 common
shares or a 9.99% equity stake as of Dec. 31, 2011.  A copy of the
amended filing is available for free at http://is.gd/8uzChJ

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at December 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

The Company's balance sheet at June 30, 2012, showed $451.16
million in total assets, $1.20 billion in total liabilities and a
$754.57 million total stockholders' deficit.

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NRG ENERGY: S&P Rates $990MM Senior Unsecured Notes 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-/Watch Neg'
rating (the same as the corporate credit rating) to NRG Energy
Inc.'s $990 million senior unsecured notes. "The notes have a
recovery rating of '3', reflecting our expectation for meaningful
(50% to 70%) recovery in the event of a payment default," S&P
said.

NRG's decision to refinance the debt is opportunistic, given that
the current market offers a 6.625% coupon rather than the 7.375%
coupon on the existing notes.

"The refinancing will expand the restricted payment basket,
allowing the company greater latitude regarding allocation of
excess cash flow," said Standard & Poor's credit analyst Aneesh
Prabhu. "However, we expect NRG to reduce debt at the pro forma
company by a minimum $1 billion."

"Earlier, on July 23, 2012, Standard & Poor's placed its 'BB-'
corporate credit rating on NRG Energy on CreditWatch with negative
implications. The CreditWatch listing on NRG Energy's corporate
credit rating followed the announcement that NRG and GenOn Energy
Inc. have agreed to merge in an all-stock transaction offer at an
exchange ratio of 0.1216 shares of NRG for each share of GenOn.
According to the merger terms, GenOn will combine with and into an
excluded project subsidiary of NRG (a nonguarantor). The
CreditWatch listing indicates that we could either lower or affirm
the ratings following the completion of our review. NRG had about
$10.5 billion of long-term debt as of June 30, 2012. Recourse
corporate debt was $7.88 billion," S&P said.

"We expect the transaction to require regulatory approvals from
Texas, New York, and the Federal Energy Regulatory Commission. The
companies will also submit notice of the merger to the California
Public Utilities Commission and the U.S. Nuclear Regulatory
Commission as well as premerger notification to the U.S. Dept. of
Justice and the Federal Trade Commission under the Hart-Scott-
Rodino Act," S&P said.

"We may resolve the CreditWatch placement before the consummation
of the transaction following more detailed analysis of
management's capitalization plan and business strategy. However,
we could also resolve the CreditWatch at or near the time of the
transaction's completion. We will provide CreditWatch updates from
time to time as appropriate," S&P said.


OMEGA NAVIGATION: Creditors, Junior Lenders Oppose Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization plan proposed by petroleum-tanker
owner Omega Navigation Enterprises Inc. drew objections from the
unsecured creditors' committee and junior secured lenders.

According to the report, the committee wants to find a buyer and
take the company away from the current owner.  Both groups contend
the plan violates bankruptcy law and can't be approved.  The
company plan, filed in early August, would be funded in part with
a new investment of about $2.5 million by an entity related to
George Kassiotis, the chief executive officer.  In return, his
company would receive all the new stock.  Junior secured lenders
could buy one-third of the new equity if they, too, make new
contributions.

The report relates that the official creditors' committee filed
papers Sept. 11 asking the bankruptcy judge in Houston to end the
company's exclusive right to propose a plan.  The creditor panel
wants permission to talk with potential investors, provide
confidential financial information, and develop a competing plan.

The report notes that the committee finds fault with the company's
plan because no effort was made to test the market and learn
whether the current owner's new investment is large enough to
justify retaining the equity.  The committee criticized the
company for filing the plan "without any prior negotiation
whatsoever" with the committee.  A hearing to approve disclosure
materials explaining the company's plan is scheduled for Sept. 17.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in
the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


PALATIN TECHNOLOGIES: KPMG LLP Raises Going Concern Doubt
---------------------------------------------------------
Palatin Technologies, Inc., filed on Sept. 10, 2012, its annual
report on Form 10-K for the fiscal year ended June 30, 2012.

KPMG LLP, in Philadelphia, Pennsylvania, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that he Company has incurred
recurring net losses and negative cash flows from operations and
will require substantial additional financing to continue to fund
its planned development activities.  "In July 2012 the Company
closed on a $35,000,000 private placement.  In connection
therewith, the Company has certain contractual obligations in the
event that the number of its authorized shares of common stock is
not increased by June 30, 2013, including an obligation to redeem
certain warrants upon request by the investors at the then fair
value of the underlying common stock.  These conditions raise
substantial doubt about its ability to continue as a going
concern."

The Company reported a net loss of $17.3 million on $73,736 of
revenues for fiscal 2012, compared with a net loss of
$12.8 million on $1.5 million of revenues for fiscal 2011.

Revenue from AstraZeneca for fiscal 2012 and fiscal 2011 consisted
of $73,736 and $497,540, respectively, of reimbursement of
development costs and per-employee compensation, earned at the
contractual rate.  Fiscal 2011 revenue also included $977,917 of
federal grants under the Patient Protection and Affordable Care
Act of 2010.

The Company's balance sheet at June 30, 2012, showed $5.3 million
in total assets, $3.5 million in total liabilities, and
stockholders' equity of $1.8 million.

A copy of the Form 10-K is available at http://is.gd/LhFLsM

Palatin Technologies, Inc., headquartered in Cranbury, New Jersey,
is a biopharmaceutical company developing targeted, receptor-
specific peptide therapeutics for the treatment of diseases with
significant unmet medical need and commercial potential.  The
Company's primary product in clinical development is bremelanotide
for the treatment of female sexual dysfunction (FSD).  In
addition, the Company has drug candidates or development programs
for obesity, erectile dysfunction, pulmonary diseases,
cardiovascular diseases and inflammatory diseases.




PATRIOT COAL: Judge, Lawyers Spar Over Bankruptcy Venue
-------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
a New York judge on Sept. 4 grilled a lawyer representing Patriot
Coal Corp.'s union workers over whether the company's bankruptcy
case should be moved to Charleston, W.V., home of most of
Patriot's coal mines.

Natalie Rodriguez at Bankruptcy Law360 reports that Judge Shelley
C. Chapman on Tuesday questioned several arguments made by the
U.S. Trustee's office and the United Mine Workers of America in
their efforts to switch the venue of Patriot Coal's Chapter 11
case to West Virginia or another locale where the company has the
bulk of its operations.

                          About Patriot Coal

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

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

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

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

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


PEREGRINE PHARMACEUTICALS: Had $7.7-Mil. Net Loss in July 31 Qtr.
-----------------------------------------------------------------
Peregrine Pharmaceuticals, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $7.7 million on $4.3 million of
revenues for the three months ended July 31, 2012, compared with a
net loss of $8.1 million on $5.7 million of revenues for the three
months ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed $31.5 million
in total assets, $27.6 million in total liabilities, and
stockholders' equity of $3.9 million.

The Company has historically experienced negative cash flows from
operations since its inception and it expects the negative cash
flows from operations to continue for the foreseeable future.
"Our net loss incurred during the quarter ended July 31, 2012,
amounted to $7,664,000 and our net losses incurred during the past
three fiscal years ended April 30, 2012, 2011 and 2010 amounted to
$42,119,000, $34,151,000, and $14,494,000, respectively.
Therefore, unless and until we are able to generate sufficient
revenues from Avid's contract manufacturing services and/or from
the sale and/or licensing of our products under development, we
expect such losses to continue for the foreseeable future."

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

                    About Peregrine Financial

Tustin, California-based Peregrine Pharmaceuticals, Inc., is a
biopharmaceutical company developing first-in-class monoclonal
antibodies for the treatment and diagnosis of cancer.

*     *     *

As reported in the TCR on July 19, 2012, Ernst & Young LLP, in
Irvine, California, expressed substantialdoubt about Peregrine
Pharmaceuticals' ability to continue as a going concern, following
the Company's results for the year ended April 30, 2012.  The
independent auditors noted that of the Company's recurring
losses from operations and recurring negative cash flows from
operating activities.


PEREGRINE FINANCIAL: CFTC Wants Plan to Return $123M Funds Delayed
------------------------------------------------------------------
Ian Thoms at Bankruptcy Law360 reports that the U.S. Commodity
Futures Trading Commission on Sunday urged an Illinois bankruptcy
judge to delay a plan to return $123 million to customers of
Peregrine Financial Group Inc., cautioning that the collapsed
firm's records may be unreliable, given the fraud allegedly
perpetrated by its chief executive.

In a statement to the court, Bankruptcy Law360 relates, the agency
said further testing should be done to ensure Peregrine's books
and records were not manipulated or otherwise spoiled by firm
founder and CEO Russell Wasendorf Sr.

                     About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

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


PEREGRINE FINANCIAL: Wasendorf Cooperating With Authorities
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the receiver for Russell R. Wasendorf Sr., the
founder and former chief executive officer of liquidating
commodity broker Peregrine Financial Group Inc., reported to a
federal district judge Sept. 10 that Mr. Wasendorf is cooperating
with him and government investigators.

According to the report, receiver Michael M. Eidelman said he
participated in 12 hours of interviews with Mr. Wasendorf, who
answered all questions without invoking his constitutional right
to remain silent.  The receiver said Mr. Wasendorf desires to
assist and has provided "valuable information."

The report relates that originally appointed as receiver for
Peregrine, Mr. Eidelman's receivership was narrowed to cover only
Mr. Wasendorf and his property after the broker was put into a
Chapter 7 bankruptcy.  The receiver's report on Sept. 10 describes
Mr. Wasendorf's array of personal assets, from a restaurant, to
real estate, to bank accounts.

The receiver intends to hold a two-day auction of Mr. Wasendorf's
personal property in Cedar Falls, Iowa.  Bidders will be able to
participate on the Internet.

                     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.

The trustee filed formal lists in bankruptcy court last week
showing assets of $270 million and liabilities totaling $525.3
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.


PINNACLE AIR: Dispatchers Ratify Collective Bargaining Agreement
----------------------------------------------------------------
Pinnacle Airlines Corp.'s wholly owned subsidiary, Pinnacle
Airlines Inc., disclosed that its Dispatchers ratified the
tentative agreement reached on Aug. 31.  The ratification means
the dispatchers, represented by the Transport Workers Union of
America, will avoid the Section 1113 litigation process in
bankruptcy court.

"This agreement is an essential element in revising our business
plan to exit Chapter 11 Bankruptcy proceedings as a competitive
regional carrier.  Dispatchers are essential to safe, efficient
operations and the agreement acknowledges that," said Russ
Elander, vice-president of operations.

The contract remains subject to required corporate approvals and
review by the Bankruptcy Court.

                      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.


PINNACLE FOODS: Moody's Corrects March 23 Rating Release
--------------------------------------------------------
Moody's Investors Service issued a correction to the March 23,
2012 rating release of Pinnacle Foods Finance LLC.

The revised release is as follows:

Moody's Investors Service assigned a Ba3 rating to $550 million of
new senior secured credit facilities being offered by Pinnacle
Foods Finance LLC, consisting of a five-year $150 million
revolving credit facility due 2017 and a seven-year $400 million
term loan ("Term Loan E") due 2019. Moody's also assigned a Ba3 to
up to $1.2 billion of existing senior secured term debt ("Term
Loan B") that the company is offering to extend to a maturity date
of October 2016 from April 2014. Moody's affirmed the company's
Corporate Family Rating and Probability of Default Rating at B2.
The rating outlook is stable.

As part of the proposed transaction, Pinnacle plans to use a
portion of cash balances ($151 million as of December 25, 2011)
and proceeds from the new $400 million Term Loan E to retire all
$199 million of its 10.625% senior subordinated debt due 2017 and
the $313 million remaining under an existing senior secured term
loan ("Term Loan D") due 2014. The resulting shift toward a more
secured debt structure will place downward rating pressure on the
remaining senior unsecured debt, which will become the most
structurally subordinated debt in the capital structure. As a
result, Moody's has downgraded the ratings on $1.025 billion of
existing senior unsecured debt to Caa1 from B3 in anticipation of
the transaction closing under contemplated terms. The downgraded
securities consist of $625 million of 9.25% senior unsecured notes
due 2015 and $400 million of 8.25% senior unsecured notes due
2017. Moody's will withdraw the Caa1 rating on $199 million of
subordinated notes when they are retired.

The proposed transaction will result in a slight increase in the
company's current $2.6 billion of net funded debt, but the
extended debt maturities will be more manageable and the interest
cost savings is significant.

"Pinnacle should realize at least $25 million in annual interest
expense savings that could be used to fund additional brand
support or to pay down more debt," said Brian Weddington, a
Moody's Senior Credit Officer.

Rating Rationale

Pinnacle's B2 Corporate Family Rating reflects the high but
declining leverage that resulted from the company's $2.2 billion
debt-financed acquisition of Birds Eye Foods ("Birds Eye") in late
2009 and the strong brand equity of Birds Eye that has provided a
platform for improved innovation, stronger profit margins and
greater scale efficiencies in frozen foods. Additionally, the
operating performance of the shelf-stable portfolio should have
meaningful upside potential driven by increased brand support
behind the Duncan Hines brand and improved business mix.

Pinnacle Foods Finance LLC:

Ratings Assigned:

  $150 million new Senior Secured Bank Revolving Credit Facility
  due 2017 at Ba3, LGD2-29%;

  $400 million new Senior Secured Term Loan E, due 2019 at Ba3,
  LGD3 - 31%;

  Up to $1,199 million extended-maturity Senior Secured Term Loan
  B due 2016 at Ba3 LGD3 - 31%.

Ratings Downgraded:

  $625 million of 9.25% Senior Unsecured Notes due April 2015 to
  Caa1 from B3;

  $400 million of 8.25% Senior Unsecured Notes due September 2017
  to Caa1 from B3.

Ratings Affirmed:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2;

  $150 million Senior Secured Bank Revolving Credit Facility due
  April 2013 at Ba3 (to be withdrawn);

  $1,199 million Senior Secured Bank Term Loan B due April 2014
  at Ba3;

  $313 million Senior Secured Bank Term Loan D due April 2014 at
  Ba3 (to be withdrawn);

  $199 million of 10.625% Senior Subordinated Notes due April
  2017 at Caa1 (to be withdrawn).

LGD Rates To Be Revised:

  LGD Senior Secured Bank Credit Facilities (Domestic) to LGD2-
  29% from LGD2- 28%;

  LGD Senior Unsecured Debt (Domestic) to LGD5 - 83% from LGD5 -
  77%.

SGL Rating Affirmed:

  Speculative Grade Liquidity Rating at SGL-2.

Pinnacle has been able to partially offset inflation pressure on
gross margins through price increases, ongoing productivity
improvements and through exiting lower-margin private label and
food service businesses. The company also discontinued its
underperforming Birds Eye Steamfresh meals and U. S. Swanson meals
lines. The pace of debt reduction slowed last year due to
accelerated spending on cost-cutting projects including $29
million spent in incremental capital expenditures to consolidate
manufacturing plants, which the company expects will save $20
million in annual costs. Productivity initiatives and net price
realization improved EBITDA margins by over 200 basis points last
year to 18.5%, and Moody's expects EBITDA margins to remain above
18% in 2012 leading to a reduction in debt/EBITDA leverage to
below 6.0 times within 12-18 months.

An upgrade could occur if Moody's believes that Pinnacle is likely
to sustain debt to EBITDA below 5.5 times. Ratings could be
lowered if Pinnacle's debt to EBITDA rises above 7.0 times, if
free cash flow deteriorates materially, or if the company engages
in a major leveraged acquisition.

Corporate Profile

Headquartered in Mountain Lakes, New Jersey, Pinnacle Foods
Finance LLC - through its wholly-owned operating company, Pinnacle
Foods Group - manufactures and markets branded convenience food
products in the US and Canada. Its brands include Birds Eye,
Voila, Hungry-man and Swanson frozen dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and
Duncan Hines cake mixes. Annual net sales approximate $2.5
billion. Substantially all of the capital stock of Pinnacle Foods
Finance LLC is owned by investment funds associated with or
designated by The Blackstone Group.

The principal methodology used in rating Pinnacle Foods Finance
LLC was the Global Packaged Goods Industry Methodology, which can
be found at www.moodys.com in the Research & Ratings directory, in
the Ratings Methodologies subdirectory. Other methodologies and
factors that may have been considered in the process of rating
Pinnacle Foods Finance LLC can also be found in the Rating
Methodologies subdirectory.


PLYMOUTH OIL: U.S. Trustee Appoints 3-Member Creditors' Panel
-------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 15,
pursuant to 11 U.S.C. Sec. 1102(a) and (b), last month appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Plymouth Oil.

The members of the Creditors Committee are:

       1. Interstates Construction Services, Inc.
          1520 North Main Avenue
          Sioux Center, IA 51250
          CONTACT: Ryan Visser
          Tel: (712)/722-1662, ext. 244,
          Fax: (712)/722-7911
          E-mail: ryan.visser@interstates.com1

       2. AMG, Inc.
          1497 Shoup Mill Rd.
          Dayton, OH 45414
          CONTACT: Julieta M. Davis
          Tel: (937)/260-7206
          Fax: (937)/274-6025
          E-mail: jmendez@amg-eng.com

       3. Bacon Creek Construction & Design, Inc.
          220 S. Westcott
          St., Sioux City, IA 51106
          CONTACT: Douglas E. Rose
          Tel: (712)/255-0036
          Fax: (712)/255-6169
          E-mail: der@bccdinc.com

Founded by local investors, Plymouth Oil started operations in
February 2010 purchasing raw corn germ and refining this material
into de-oiled germ meal and kosher food-grade cooking oil.  The
plant has the capability of pumping out 90 tons of corn oil each
day and about 300 tons of DCGM (defatted corn germ meal) daily,
which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PLYMOUTH OIL: Court Approves Brown Winick as Bankruptcy Counsel
---------------------------------------------------------------
Plymouth Oil Company, L.L.C., has sought and obtained approval
from the Bankruptcy Court to employ Bradley R. Kruse of the law
firm of Brown, Winick, Graves, Gross, Baskerville and Schoenebaum,
P.L.C. as its general reorganization counsel.

Mr. Kruse will act as lead counsel.  He will utilize other Brown
Winick attorneys and paralegals when appropriate.

Mr. Kruse attests that Brown Winick, including the attorneys
employed by it, is a disinterested person, represents or holds no
interest adverse to the interest of the estate with respect to the
matters on which it is to be employed, represents no other entity
in connection with the case, has represented no other entity in
connection with the case and has no connection with the debtor
(except that it represented the Debtor in various legal matters
pre-petition), any creditor (except that it previously represented
creditor Port Neal Welding Co. Inc. on matters wholly unrelated to
this bankruptcy case), or any other party in interest (except that
it previously represented Randall Kroese and Jon Bjornstad, who
both own a minority membership interest in Plymouth Oil Company,
LLC, and currently represents Kroese & Kroese, an accounting firm
owned in part by Randall Kroese, on matters wholly unrelated to
this bankruptcy case), or their attorneys or accountants, or the
United States trustee, or any person employed in the office of the
United States trustee.

The Debtor paid the firm $20,000 on July 23, 2012, as a retainer
to guaranty payment of services.

                        About Plymouth Oil

Founded by local investors, Plymouth Oil started operations in
February 2010 purchasing raw corn germ and refining this material
into de-oiled germ meal and kosher food-grade cooking oil.  The
plant has the capability of pumping out 90 tons of corn oil each
day and about 300 tons of DCGM (defatted corn germ meal) daily,
which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PLYMOUTH OIL: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Plymouth Oil filed with the Bankruptcy Court for the Northern
District of Iowa its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,001,804
  B. Personal Property            $2,541,445
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,567,421
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $59,726
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,305,511
                                 -----------      -----------
        TOTAL                    $21,543,249      $12,932,659

Founded by local investors, Plymouth Oil started operations in
February 2010 purchasing raw corn germ and refining this material
into de-oiled germ meal and kosher food-grade cooking oil.  The
plant has the capability of pumping out 90 tons of corn oil each
day and about 300 tons of DCGM (defatted corn germ meal) daily,
which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


POWERWAVE TECHNOLOGIES: BlackRock Discloses 4% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
Aug. 31, 2012, it beneficially owns 1,271,348 shares of common
stock of Powerwave Technologies Inc. representing 4.01% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/L9CLjZ

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


POWERWAVE TECHNOLOGIES: Artis Capital Discloses 8.1% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Artis Capital Management, L.P., disclosed
that, as of Aug. 31, 2012, it beneficially owns 2,561,015 shares
of common stock of Powerwave Technologies, Inc., representing 8.1%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/K8qF7J

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


PRIME GLOBAL: Reports $205,577 Net Income in July 31 Quarter
------------------------------------------------------------
Prime Global Capital Group Incorporated filed its quarterly report
on Form 10-Q, reporting net income of $205,577 on $553,535 of
revenues for the three months ended July 31, 2012, compared with a
net loss of $51,930 on $300,569 of revenues for the three
months ended July 31, 2011.

The Company reported net income of $486,896 on $1.4 million of
revenues for the nine months ended July 31, 2012, compared with
net income of $138,401 on $1.5 million of revenues for the nine
months ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed
$25.9 million in total assets, $6.8 million in total
liabilities, and stockholders' equity of $19.1 million.

According to the regulatory filing, the Company has committed and
contracted for the acquisition of Dunford Corporation Sdn. Bhd.
and the purchase of commercial buildings which are expected to be
completed in the next twelve months.  As of July 31, 2012, the
Company has approximately $2.3 million available cash balance,
which may not be sufficient to meet its working capital needs in
light of the $42.4 million required to consummate its acquisitions
in the coming months.  The Company plans to obtain the required
funding through an additional capital injection from its
shareholders or external financing.  However, there can be no
assurance that the Company will be able to obtain sufficient funds
to meet with its obligations on a timely basis.

"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 for free at:

                       http://is.gd/27YA6N

Kuala Lumpur, Malaysia-based Prime Global Capital Group
Incorporated, was incorporated in the State of Nevada on Jan. 26,
2009, under the name Home Touch Holding Company.  On Jan. 25,
2011, the Company changed its current name.

Currently, the Company, through its subsidiaries, is principally
engaged in the operation of a palm oil plantation, provision of IT
consulting and programming services, distribution of consumer
products and acquisition and development of commercial and
residential real estate properties in Malaysia.


QUECHAN INDIAN: Fitch Affirms Junk Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed Quechan Indian Tribe's Issuer Default
Rating (IDR) at 'CCC' and revised the Rating Outlook to Positive
from Stable.

Fitch also affirms Quechan's gaming enterprise revenue bonds
(revenue bonds) at 'B-' and the governmental project bonds (GOs)
at 'CCC'.

The Positive Outlook reflects improvement in operating performance
at Quechan's gaming enterprise, reduction in debt service through
refinancing and paydown of debt, and more prudent fiscal
management by the tribe.  The above factors plus new revenue
sources (i.e. tribal sales tax) allow the tribe to balance its
budget and possibly rebuild its reserves.  Previously, Fitch was
concerned that the liquidity drain on the tribal side could lead
to an event of default.

The casino operations' EBITDA for the latest 12-month period
ending June 30, 2012 has improved by 14.9% over the prior year
period.  The improvement is largely attributable to cost-saving
initiatives and more recent stabilization of revenues.  Due to
this improvement, capacity for cash transfers to the tribe
increased and the risk of the casino operations triggering a
contingent reserve funding event declined.  This event is
triggered if coverage of casino debt service declines below 1.5x,
or 1.65x starting in 2015, and coverage as of June 30, 2012 was
2.2x.  A requirement to fund the contingency fund for the benefit
of the revenue bondholders would siphon cash available for the
tribe and significantly pressure the tribe's liquidity.

In 2011, the governmental expenditures including per capita
payments were cut considerably.  In 2012, the tribe refinanced
$26.5 million in debt at a lower rate and repaid $4.7 million in
loans using cash, lowering annual debt service by about $2 million
per year.  The increase in casino transfers and lower spending by
the tribe allows Quechan to balance its budget; however, the
margin for operating deterioration and/or increase in governmental
spending remains thin.

The affirmation at 'CCC' reflects the still weak economy in Yuma,
AZ, with unemployment now at peak levels and the lack of an
established track record of prudent fiscal management on the
tribal side.  Fitch believes that the weak economy coupled with
the economy's dependence on agriculture makes Quechan's gaming
operations susceptible to further top-line pressure.  Positively,
casino revenue has stabilized in 2011, growing modestly at 1.9%
for the latest 12-month period ending June 30, 2012.

On the tribal side, reduced spending was spearheaded by a largely
new tribal council that took office in 2011.  The tribal council
consists of a president, vice president and five Council members.
The president and vice president hold four-year terms and the
Council members get elected every two years.  The next election
will be held in December 2012. Since the new council was elected
in May 2011, there have been unsuccessful attempts to have certain
members recalled, including the president.  A large turnover in
the 2012 elections would be a concern.

Fitch remains concerned that the tribe could violate its liquidity
test on its GO bonds in the medium term, although this concern is
less acute in the near term.  A covenant in the GO indenture
requires that the tribe maintain net liquid assets as a ratio to
the GO bonds outstanding of at least 0.25x.  This ratio is
currently around 0.8x pro forma for paying down a $4.7 million
loan in July.  The reported ratio as of June 30 was 1.0x, which is
an increase from 0.6x as of March 31.  Fitch is in the process of
verifying the higher tribal cash balances that account for the
increase in the ratio in the June quarter.  The covenant steps up
to 0.50x in 2014 and 0.75x in 2017.  A violation of the covenant
would require the tribe to fund a contingent reserve equal to the
balance outstanding on the bonds.  This funding requirement would
likely exceed the tribe's available liquidity, thereby causing a
default to occur.

The tribe is seeking to amend the GO liquidity covenant. As
currently contemplated, the liquidity test would be waived and
Quechan would deposit additional funds into a debt service fund
that is currently pledged to the GO bondholders. After taking into
account additional funds, the reserve as a percentage of GO debt
outstanding will increase from roughly 10% to about 35%. Fitch
would view these actions positively and could upgrade Quechan's
IDR to 'B-' once they are finalized.

In Fitch's view the amendment would reduce the probability of a
default, since the agency currently views the risk of violating
the GO liquidity covenant as one of the more plausible triggers
for default.  Also the increased reserve would allow for timely
debt service on the GO bonds for a period of roughly four years to
the extent the tribe is unable to make the payments.  This level
of funding would give the tribe ample time to cure possible
operating deficiencies at the casino enterprise (either through
operating initiatives or improvement in the economic conditions)
or budgetary gaps on the tribal side.

The funding of the reserve account would decrease the liquidity
that is available for the tribe's day-to-day operations and to
make per capita payments.  The decline in liquidity is a negative
credit consideration but Fitch believes that the tribe's pro forma
liquidity should be sufficient to accommodate routine seasonal
fluctuations in cash and a mild, temporary downturn in casino
operations.

Other rating drivers that could result in Fitch upgrading the IDR
to 'B-' include:

  -- Additional growth in casino EBITDA such that there is
     additional cushion with respect to funding governmental
     services, per capita payments, and debt service, which is
     schedule to increase in 2017 when the recently issued TED
     bonds begin to amortize;

  -- A re-election of the majority of the incumbent council
     members in December 2012 elections or Fitch gaining a fair
     amount of comfort in the newly elected officials' plans to
     maintain prudent financial policies.

In the case of positive rating momentum, the IDR will likely be
capped at the low-to-mid end of the 'B' rating category for the
foreseeable future.  Quechan's financial metrics will remain
pressured by a heavy debt load relative to the casino enterprises'
profitability and inherent business risk.  The ability to reduce
debt levels organically, outside of mandatory amortization, will
likely remain limited. Quechan's debt to EBITDA leverage ratio at
June 30, 2012 is 3.1x not including the GO debt and 3.8x with the
GO debt, which is on the higher end relative to other Native
American gaming issuers in Fitch's rated universe.

Revenue Bonds Seen as Distinctly Stronger

Fitch views the revenue bonds' prospects in terms of probability
of default and recovery in case of default as distinctly better
than the GO bonds.  This is because the revenue bonds are backed
by casino revenues, whereas the GO bonds are not.  The revenue
pledge is strengthened by a trustee-controlled flow of funds that
ensures the bond debt service is paid prior to any tribal
distribution.  The flow of funds is sprung if coverage falls below
1.5x, increasing to 1.65x on or after March 31, 2014 and 1.75x on
or after March 31, 2017.  As of June 30, 2012, coverage of the
revenue bonds' debt service was at 2.2x.  This mechanism allows
Fitch to partially segregate the credit risk of the casino
operations from the tribe, which has a weaker credit profile.

However, the tribal credit profile is still heavily factored into
the revenue bond ratings, since significant distress on the tribal
side may potentially force the revenue bondholders to make
concessions to allow the tribe to maintain adequate liquidity and
critical governmental services.  This was evident when the revenue
bondholders agreed to revise their contingent funding covenant in
2010 so that the tribe would be able to secure its GO bond
covenant amendment and avoid a default on the GO bonds.

Transaction Specific Ratings

The Recovery Rating (RR) on the revenue bonds has been revised to
'RR2' from 'RR3'.

The 'B-/RR2' on the revenue bonds reflects Fitch's estimate of
strong recovery prospects in the case of a default and results in
a two-notch positive differentiation from the IDR.

The revenue bonds' two-notch positive differential relative to the
'CCC' IDR also reflects a degree of separation in credit profiles
of the casino operations and the tribe, as discussed above.  The
'RR2' and the resulting two-notch uplift is above Fitch's soft cap
of +1 for Native American gaming issuers due to the factors noted
above.

Effective Aug. 10, 2012, Fitch updated its Ratings Definitions,
expanding the application of '+/-' to corporate and Native
American gaming issue ratings at the 'CCC' level.  These
designations are limited to instrument ratings and are not used
for IDRs, leaving 'CCC' as the sole IDR rating within the 'CCC'
category.  The revision of the RR and notching of the revenue
bonds considers the definitional change.

The 'CCC/RR4' on the GO bonds is affirmed and reflects Fitch's
estimate of average recovery prospects and results in no notching
from the IDR for the GO bonds.  GO bonds do not have recourse to
the casino and solely rely on the tribe's credit profile and the
available tribal reserves (although the tribe pledges to pay GO
debt from casino transfers before anything else).

There is currently ample financial cushion for the casino revenue
recourse debt.  However, given the current demands of the tribal
government relative to the available casino transfers, the margin
for error on the tribal side is slim.  This puts the GO bonds at
greater risk of default compared to the revenue bonds.  The
revenue debt does have cross-default provisions, but given the
generous coupon on the casino recourse debt, uncertainty of the
restructuring process and ample debt service coverage Fitch
believes it is unlikely that the revenue recourse debtholders
would elect to accelerate.

Rating Triggers

As indicated above, the following could result in the IDR being
upgraded to 'B-' from 'CCC':

  -- Further growth in EBITDA (although flat EBITDA growth would
     not preclude an upgrade if the positive factors below
     materialize);

  -- Continuation in fiscally prudent policies following 2012
     elections;

  -- Quechan getting its GO liquidity test waived and adding to
     the GO reserve fund as contemplated.

Fitch would revise the Outlook back to Stable or Negative if
casino operating performance begins to deteriorate and the tribe
does not take offsetting measures to reduce governmental spending
accordingly.  Negative rating action could also follow if there is
significant turnover in the tribal council following the 2012
elections and the new council's commitment to maintaining fiscal
discipline would be questionable.


RADNOR HOLDINGS: Joint Plan of Liquidation Confirmed
----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court
confirmed Radnor Holdings' Second Amended Joint Plan of
Liquidation of Radnor Holdings (filed October 31, 2008), which
provides for the distribution of certain assets obtained from the
previously-effected sale of substantially all of the Company's
assets and the creation of a liquidating trust to administer and
liquidated all remaining property.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The Debtor
and its affiliates filed for chapter 11 protection on August 21,
2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M. Galardi,
Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher
& Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq.,
Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Chicago, Ill., serve as the
Debtors' bankruptcy counsel.  When the Debtors filed for
protection from their creditors, they disclosed total assets of
$361,454,000 and total debts of $325,300,000.


RESIDENTIAL CAPITAL: Files Draft of Proposed Chapter 11 Plan
------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates delivered to
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York a draft of their proposed Chapter 11 plan of
reorganization.

A full-text copy of the Debtors' draft plan of reorganization,
dated August 23, 2012, is available for free at:

        http://bankrupt.com/misc/rescap_draftplan1.pdf

Under the draft proposed plan, claims against ResCap and its
debtor-affiliates will be treated as follows:

   Designation                               Impairment
   -----------                               ----------
   Other Priority Claims                     Unimpaired
   AFI Revolver Claims                       Unimpaired
   Other Secured Claims                      Unimpaired
   Junior Secured Notes Claims               Impaired
   Senior Unsecured Notes Claims             Impaired
   General Unsecured Claims                  Impaired
   Intercompany Claims                       Impaired
   Section 510(b) Claims                     Impaired
   Equity Interests                          Impaired

Claims filed against GMAC Mortgage LLC and its debtor affiliates
will be treated as follows:

   Designation                               Impairment
   -----------                               ----------
   Other Priority Claims                     Unimpaired
   AFI Revolver Claims                       Unimpaired
   AFI LOC Claims                            Unimpaired
   MSR Lender Claims                         Unimpaired
   FNMA EAF Claims                           Unimpaired
   Other Secured Claims                      Unimpaired
   Junior Secured Notes Claims               Impaired
   Rep and Warranty Contract Claims          Impaired
   General Unsecured Claims                  Impaired
   Intercompany Claims                       Impaired
   Section 510(b) Claims                     Impaired
   Equity Interests                          Impaired

Claims filed against Residential Funding Company, LLC, and its
debtor affiliates will be treated as follows:

   Designation                               Impairment
   -----------                               ----------
   Other Priority Claims                     Unimpaired
   AFI Revolver Claims                       Unimpaired
   AFI LOC Claims                            Unimpaired
   Other Secured Claims                      Unimpaired
   Junior Secured Notes Claims               Impaired
   Rep and Warranty Contract Claims          Impaired
   General Unsecured Claims                  Impaired
   Intercompany Claims                       Impaired
   Section 510(b) Claims                     Impaired
   Equity Interests                          Impaired

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

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

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


RESIDENTIAL CAPITAL: Panel Opposes 9 More Months of Exclusivity
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's Chapter 11 cases objects to the Debtors' request for
a nine-month extension of their exclusive periods, asserting that
the motion is not justified by the facts of the Chapter 11 cases
and is likely to inhibit -- rather than promote -- formulation of
a confirmable chapter 11 plan.  The Committee also tells the Court
that the Debtors have failed to engage it in any substantive
discussions over the terms of a Chapter 11 plan.

Despite this development, the Committee says it supports a
limited extension of exclusivity but urges the Court to tailor
the relief granted to encourage tangible progress towards a
confirmable plan.  The Debtors should not be permitted to use
exclusivity -- as they have thus far -- to avoid meaningful plan
negotiations with the Committee, Kenneth H. Eckstein, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, asserts.

Aurelius Capital Management, LP, which owns 8% of the 9.625%
Junior Secured Guaranteed Notes due 2015, supports some extension
of exclusivity but believes that (i) the extension of the right
to file a plan should only be for 90 days, without prejudice to
further renewal as appropriate; and (ii) the extension should be
conditioned on the elimination of the restrictions under "plan
support agreements" that currently prohibit creditors from
negotiating with each other.  Aurelius tells the Court that its
strong desire is that a Chapter 11 plan be reached consensually
and expeditiously.  Aurelius believes a nine-month extension of
exclusivity will impede rather than foster that objective.
Instead, a "shorter leash" is warranted, Aurelius asserts.

Wilmington Trust, National Association, solely in its capacity as
indenture trustee for various series of senior unsecured notes in
the principal amount of $1 billion, under the indenture dated
June 24, 2005, asserts that the requested extension should not be
granted pointing out that the Debtors' conduct in their Chapter
11 cases raises serious doubt about whether they deserve an
extension of the exclusive right to file a plan.  According to
the Trustee, the Debtors have failed to engage in any
negotiations with key creditor constituencies, including the
Noteholders and the Trustee, regarding any proposed plan.

The Ad Hoc Group of Junior Secured Noteholders, while accepting
that circumstances have arisen which will delay confirmation, ask
the Court to limit the extension of the exclusivity periods to
only six months.  The six-month extension, according to the Ad
Hoc Group, coincides with the period of the Chapter 11 Examiner's
investigation.  Thereafter, stakeholders could assess the
Examiner's report and, if supported by the report, the Debtors,
the Ad Hoc Group and AFI could prosecute confirmation of their
prearranged plan, the Ad Hoc Group asserts.

                        Debtors Talk Back

The Debtors point out that none of the four objections to their
exclusive period extension motion conclude that they should not
be afforded some extension.  Rather, the objecting parties
question merely the length of the proposed extension periods.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
maintain that the Debtors' request sought to extend their
exclusive period to file a plan at a time after the anticipated
filing of the Examiner's Report to have a meaningful discussion
with the major stakeholders.  These stakeholders, he asserts, will
require an opportunity to review the report and discuss it with
their respective professionals.  Because major aspects of the plan
negotiation process cannot begin in earnest until the Examiner's
Report is filed, the Debtors' extension request should not have
been viewed as an extension for "nine months;" rather, the
extension should have been viewed as an extension of three to four
months following the issuance of the report, Mr. Lee further
asserts.

In any event, the Debtors tell the Court that they have agreed to
modify their request to try to accommodate the concerns raised by
the Official Committee of Unsecured Creditors, Wilmington Trust
and the Junior Secured Noteholders.  The Debtors have determined
to amend their request for an extension of their exclusive period
to file a plan through the earlier of (i) 45 days following the
issuance of the Examiner's Report, or (ii) March 29, 2013, and
extend their exclusive period to solicit acceptances of that plan
60 days thereafter.

Ally Financial Inc. and Ally Bank tell the Court that the Debtors
filed with their Extension Motion a confirmable Chapter 11 plan
supported by several of the largest creditors in their Chapter 11
cases -- including those holding residential mortgage-backed
securities, certain third-lien bondholders, and Ally.  The Plan
is based on, and the Debtors' progress in their Chapter 11 cases
by design is made possible by, the proposed settlement and
support package provided by Ally after extensive good-faith,
arm's-length negotiations between the Debtors and Ally, Ray C.
Schrock, Esq., at Kirkland & Ellis LLP, in New York, tells the
Court.

To that end, Ally tells the Court it supports the Plan filing,
and supports prosecuting the Plan expeditiously only after the
examination ordered by the Court is completed.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

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

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


RESIDENTIAL CAPITAL: Wants Until Dec. 10 to Decide on Leases
------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Court to extend
the deadline for them to assume or reject unexpired leases for
non-residential real property through and including December 10,
2012.

The Debtors are party to more than 54 unexpired leases or
subleases of non-residential real property.  The Debtors' initial
lease decision deadline is September 11, 2012.

The Debtors believe that extension of their lease decision
deadline is essential to provide them sufficient time to properly
evaluate the unexpired leases without distraction.  The Debtors
assert that they do not wish to make premature decisions to
assume or reject any unexpired lease especially because their
ability to assume or reject the unexpired leases will have an
impact on any potential bidder's valuation of their assets.
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).

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

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

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


RESIDENTIAL CAPITAL: Proposes to Reimburse Directors' Costs
-----------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to reimburse the expenses of independent directors
composing the Special Committee of Independent Directors whose
role was to implement a process and procedure for the approval of
any material transactions entered into between Residential
Capital, LLC, and any affiliate.

The reimbursement of expenses includes payment to Morrison Cohen
LLP for services rendered as special counsel to the Independent
Directors on and after May 14, 2012.

According to the Debtors, they paid Morrison Cohen a $1 million
retainer prior to the Petition Date.  Morrison Cohen applied
$88,405 of the Retainer before the Debtors filed for bankruptcy in
satisfaction of prepetition fees and expenses.  Morrison Cohen
will apply the remaining amount of the Retainer as a credit
towards postpetition fees and expenses.  As of September 5, 2012,
Morrison Cohen is owed roughly $255,000 in fees and $3,500 in
expenses incurred postpetition.

                     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).


RITZ CAMERA: Liquidating in Second Bankruptcy
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ritz Camera & Image LLC, unable to find a buyer to
acquire the remaining camera stores as a going concern, was
authorized on Sept. 10 to hire liquidators for going-out-of-
business sales running through the end of October.

According to the report, Ritz had 265 stores when the bankruptcy
began on June 22 and decided to sell or liquidate the remaining
137.  The sales will be conducted by a joint venture between Hilco
Merchant Resources LLC and Gordon Brothers Retail Partners LLC as
agents.  The liquidators guarantee Ritz will receive at least
57.25% of the cost of inventory estimated between $15 million and
$17 million.  Once the liquidators recover the guaranteed amount,
the expenses of the sale, and a 5% fee, the excess will be split
50/50 between Ritz and the liquidators.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RIVER-BLUFF ENTERPRISES: Taps David Johnston as Bankruptcy Counsel
------------------------------------------------------------------
River-Bluff Enterprises, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of California for permission to employ David
C. Johnston as counsel.

According to the Debtor, it has paid Mr. Johnston $9,954 retainer
for prepetition and postpetition attorneys fees; and $1,046 for
the Court's filing fee.  The hourly rate of Mr. Johnston is $300,
while Anthony D. Johnston, a member of the firm is $250.

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

                About River-Bluff Enterprises, Inc.

River-Bluff Enterprises, Inc., filed a Chapter 11 petition (Bankr.
E.D. Calif. Case No. 12-92017) in Modesto, Calif. on July 20,
2012.  The Debtor estimated assets of $10 million to $50 million
and liabilities of at least $1 million.  Judge Ronald H. Sargis
presides over the case.  David C. Johnston, Esq., at Johnston &
Johnston, serves as bankruptcy counsel.  The Debtor disclosed
$15,629,454 in assets and $10,081,740 in liabilities as of the
Chapter 11 filing.  The petition was signed by Roger Haney,
president.


SAAB CARS: Ally Rips Creditors' Discovery Bid as 'Harassment'
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Ally Financial Inc.
on Tuesday blasted a demand from Saab Cars North America Inc.
creditors for information on the lender's $61 million claim in
SCNA's Delaware bankruptcy, saying the discovery bid amounts to
harassment.

Last week, Bankruptcy Law360 recalls, the official committee of
unsecured creditors in the case moved to compel documents
pertaining to Ally?s claim, which stems from SCNA?s guarantee of a
loan to its bankrupt Swedish parent ? Saab Automobile AB.

                         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.


SBMC HEALTHCARE: Has Sixth Interim Order to Tap Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, in a
sixth interim order, authorized SBMC Healthcare, LLC's continued
access to the cash collateral of Harborcove Financial, LLC.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant Harborcove a replacement lien
and security interest and lien in the Debtor's postpetition
assets.  The Debtor will also pay Harborcove $15,000 as adequate
protection payment.

Under the sixth interim order, the Debtor will set aside $310,000
for possible repayment to Centurion Services Group, LLC, for any
administrative expense that the Debtor was unable to deliver to
Centurion.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SBMC HEALTHCARE: Can Employ Briggs & Veselka as Accountants
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized SBMC Healthcare, LLC, to employ Briggs & Veselka
Company as accountant.

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

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SBMC HEALTHCARE: Trustee Appoints Unsecured Creditors Committee
---------------------------------------------------------------
Judy A. Robbins, the United States Trustee, has appointed
creditors of SBMC Healthcare, LLC, to serve on the committee of
unsecured creditors:

     1. RSR Enterprises, LLC
        6161 Savoy Drive, Suite 904
        Houston, TX 77034
        Tel: (713) 266-3481
        Fax: (713) 266-3483
        Email: shaukat@zakoil.com

     2. HEJDI Inc., Allied Health Services, c/o Helen Dichoso
        2421 W. Holombe Blvd.
        Houston, TX 77030
        Tel: (713) 524-4422
        Fax: (713) 522-0796
        Email: helen.dichoso@gmail.com

     3. Greater Houston Emergency Physicians, PLLC c/o Lori Hood
        919 Miliam St., Suite 1700
        Houston, TX 77002
        Tel: (713) 222-2323
        Fax: (713) 222-2226
        Email: lhood@johnsontrent.com

     4. Advanced Radiation Physics Service, Inc. c/o Lilia Wong
        10 Royal Hampton Court
        Sugar Land, TX 77479-5664
        Tel: (281) 844-4471
        Fax: (281) 980-2327
        Email: liliaw2003@yahoo.com.

     5. G.E. Healthcare
        c/o Doug Dietzen
        9900 W. Innovation Drive
        Wauwatosa, WI 53226-4856
        Tel: (414) 721-4683
        Fax: (262) 546-0749
        Email: douglas.dietzen@ge.com

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SBMC HEALTHCARE: Exclusive Plan Filing Period Extended to Oct. 1
----------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court of the Southern
District of Texas has signed off on an agreed order between SBMC
Healthcare, LLC, and the committee of unsecured creditors
extending the exclusive periods:

     A. to file a plan of reorganization to Oct. 1, 2012; and

     B. to confirm a plan of reorganization to Dec. 1, 2012.

The Debtor originally sought that the Court extend the deadline
for filing a plan of reorganization from to Nov. 5, 2012, and to
provide further extension of time for confirmation of such plan of
reorganization until Jan. 4, 2013.

The Debtor asserts that cause exists for the extension because of
the size and complexity of the case; the necessity of sufficient
time to permit debtor to negotiate a plan of reorganization and
prepare adequate information; the existence of good faith progress
toward reorganization; the Debtor is paying its bills as they
become due; the Debtor has demonstrated reasonable prospects for
filing a viable plan; the Debtor has made progress in negotiations
with creditors; the amount of time that has elapsed in the case;
the Debtor is not seeking an extension of exclusivity in order to
pressure creditors to submit to the debtor's reorganization
demands; and no unresolved contingency exists.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SBMC HEALTHCARE: Can Employ Lawrence J. Beardsley as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
authorized SBMC Healthcare, LLC, to employ Lawrence J. Beardsley,
CPA, Inc., as accountant.

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

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C., is the Debtor's general bankruptcy counsel.
Millard A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky,
P.C., serves as the Debtor's special bankruptcy counsel.  Judge
Jeff Bohm presides over the case.


SEARS HOLDINGS: Establishes Distribution Date for Unit Spin Out
---------------------------------------------------------------
Sears Holdings Corporation's board of directors set the date on
which Sears Holdings will distribute transferable subscription
rights to purchase shares of common stock of Sears Hometown and
Outlet Stores, Inc., on a pro rata basis to holders of Sears
Holdings common stock.

The distribution of the subscription rights will be made to Sears
Holdings' stockholders of record as of the close of business on
Sept. 7, 2012, the record date for the distribution.  In the
distribution, Sears Holdings stockholders will receive one
transferable subscription right for each share of Sears Holdings
common stock held as of the close of business on the Record Date,
except that holders of Sears Holdings' restricted stock that is
unvested as of the Record Date will receive cash awards in lieu of
subscription rights.

Each subscription right will entitle its holder to purchase
0.218091 of a share of Sears Hometown common stock.

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

Additionally, holders of subscription rights who fully exercise
all of their subscription rights may also make a request to
purchase additional shares of Sears Hometown common stock, through
the exercise of the over-subscription privilege, although the
Company cannot assure that any over-subscriptions will be filled.
The subscription rights are transferable and are expected to begin
trading on the NASDAQ Capital Market under the symbol "SHOSR" on
Sept. 12, 2012.

Following the separation, Sears Holdings will continue to be
listed on the NASDAQ Global Select Market under the symbol "SHLD,"
while Sears Hometown expects to list its common stock on the
NASDAQ Capital Market under the symbol "SHOS."  The Company
expects that the shares of Sears Holdings common stock will trade
with an entitlement to subscription rights until an ex-dividend
date has been established by NASDAQ.

The rights offering will be made only by means of a prospectus,
including any supplement or amendment thereto, copies of which may
be obtained, when available, from: Georgeson Inc., 199 Water
Street, 26th Floor, New York, NY 10038-3560, (866) 695-6074 (toll-
free).  The prospectus, including any amendment or supplement
thereto, contains important information about the rights offering
and Sears Hometown, and holders of subscription rights are urged
to read the prospectus carefully.

                            About Sears

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

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

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

                         Negative Outlook

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

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

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

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


SEQUENOM INC: Proposes to Offer $100-Mil. of Convertible Notes
--------------------------------------------------------------
Sequenom, Inc., intends to offer, subject to market and other
considerations, $100 million aggregate principal amount of
Convertible Senior Notes due 2017 in a private offering.  Sequenom
also intends to grant to the initial purchasers of the Convertible
Notes a 30-day option to purchase up to an additional $20 million
aggregate principal amount of the Convertible Notes solely to
cover over-allotments, if any.  Sequenom intends to use the net
proceeds from the offering to fund the commercialization of the
MaterniT21 PLUS laboratory-developed test, as well as for other
general corporate purposes, which may include research and
development expenses, capital expenditures, working capital and
general administrative expenses.

The Convertible Notes will be the senior, unsecured obligations of
Sequenom and will accrue interest payable semiannually in arrears.
The Convertible Notes will be convertible at any time prior to the
third trading day immediately preceding the maturity date, at the
option of the holders, into shares of Sequenom's common stock.
The interest rate, conversion rate, conversion price and other
terms of the Convertible Notes will be determined at the time of
pricing of the offering.

The offering is being made to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended.  Neither the Convertible Notes nor any shares of
Sequenom's common stock issuable upon conversion of the
Convertible Notes have been or are expected to be registered under
the Securities Act or under any state securities laws and, unless
so registered, may not be offered or sold in the United States or
to U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $161.05
million in total assets, $59.03 million in total liabilities and
$102.02 million in total stockholders' equity.


SILVERLEAF RESORTS: Moody's Assigns 'B2' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporation Family Rating
("CFR") and Probability of Default Rating to Silverleaf Resorts,
Inc. Moody's also assigned a B2 rating to the company's proposed
$175 million senior secured notes due 2019. The rating outlook is
stable.

The proceeds of the offering will be used to pre-fund development
of vacation ownership inventory, refinance a portion of the
company's existing debt, pay a dividend to the sponsor --
affiliates of Cerberus Capital Management, L.P. - and pay fees and
expenses.

The proposed notes will be secured by a beneficial interest in a
trust which will hold substantially all of Silverleaf's unsold
inventory of vacation intervals, the company's right to receive
residual cash flow distributions from its special purpose
subsidiaries that securitize receivables, and consumer loans that
have not been pledged to other lenders. This is a revolving pool
of collateral and the value of each component will change
regularly depending upon the pace of inventory development and
interval sales, consumer default rates that impact the residual
cash flow from special purpose subsidiaries as well as the value
of the consumer loans.

Ratings assigned:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  Proposed $175 million senior secured notes due 2019 at B2
  (LGD 4, 50%)

Ratings Rationale

The B2 CFR reflects Silverleaf's small scale in terms of revenue
and EBITDA, concentration of its resorts in Texas, and pro-forma
debt/EBITDA of approximately 6.9 times which is reflective of a
lower rating. The B2 CFR also reflects the cash absorptive nature
of the vacation interval business because the company provides
financing to consumers for up to 90% of the purchase price of a
vacation interval. As a result, the company is reliant on external
sources of liquidity to finance the growth in receivables as new
intervals are developed and sold. Additionally, Silverleaf's
vacation interval operations are vulnerable to a profit squeeze
during times of economic stress as vacation interval sales slow
and estimates of uncollectible revenues increase due to higher
consumer defaults. Additionally, the company's finance income is
vulnerable to interest rate risk, as the interest rate on customer
receivables is fixed (weight average rate about 16.6%) while about
49% of the company's debt is floating (weighted average rate is
8.1%).

Positive rating consideration is given to the company's EBIT to
interest coverage of 1.6 times, adequate liquidity to support its
business plan and improving EBIT margins due to higher revenues
and a favorable mix of higher margin upgrade sales to existing
owners. The credit quality of the receivable portfolio has shown
improvement with rising average FICO scores and stable charge-
offs. Additionally, the company was able to manage its liquidity
through a difficult operating and financing environment in 2007 --
2010. Moody's expects the company will maintain sufficient
liquidity to manage its inventory development and sales targets.

Silverleaf's liquidity profile is adequate. Pro-forma for the
proposed note offering, total revolving credit commitments of
approximately $377 million and unused capacity of approximately
$238 million is more than sufficient to finance Silverleaf's
inventory and consumer financing needs. Moody's notes the company
will need to extend the revolving period of four of its secured
corporate revolvers aggregating about $243 million by the end of
2013 in order to maintain appropriate liquidity.

The stable rating outlook reflects Moody's expectation that the
company's net revenues and earnings will continue to increase in
the 3% - 5% range supported by sale of inventory to new customers
and upgrades to existing customers.

Ratings could be downgraded if leverage increases to 7.5 times, or
if the company is unable to extend the revolving period of its
revolving credit facilities and maintain an adequate liquidity
profile. Given Silverleaf's small scale in terms of revenue and
EBITDA, as well as its heavy reliance on external sources of
liquidity to support growth in receivables, upward rating momentum
is limited. An upgrade could be considered if debt/EBITDA declines
to 5.0 times and liquidity improves.

The principal methodology used in rating Silverleaf was the Global
Lodging & Cruise Industry Rating Methodology published in
December2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Silverleaf Resorts, Inc., based in Dallas, Texas, is a developer,
owner, and marketer of vacation ownership resorts primarily in the
"drive-to" segment of the market. The company operates seven
"getaway" in Texas, Missouri, Illinois, and Georgia and six
"destination resorts" in Texas, Missouri, Massachusetts, and
Florida. The company also owns and operates one hotel located near
the Winter Park recreational area in Colorado. The company
reported trailing twelve months net revenue of $250 million.


SIX3 SYSTEMS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned ratings to Six3 Systems, Inc.,
including corporate family and first lien bank debt ratings of B2.
Proceeds of a planned $260 million, first-lien term loan due 2019
will be used to re-finance all of the company's existing bank debt
and to redeem the parent company's preferred equity. The rating
outlook is stable.

Ratings:

  Corporate family, assigned at B2

  Probability of default, assigned at B2

  $50 million first lien revolver due 2017, B2, LGD3, 47%

  $260 million first lien term loan due 2019, B2, LGD3, 47%

Rating Outlook, Stable

Ratings Rationale

The B2 corporate family rating balances high leverage (about 5.5x
debt to EBITDA, Moody's adjusted pro forma for the transaction and
assuming that all acquisitions in 2012 occurred January 1st) and
short operating history, against potential for good EBITDA margins
-- in the 10% plus range -- over the intermediate term. Budgetary
constraints are making federal procurements increasingly price
driven but Six3's focused position within a growing market niche -
- processing electronic signals and building small to mid-sized
electronics based intelligence surveillance and reconnaissance
("ISR") subsystems for U.S. military and intelligence communities
-- gives a competitive overhead structure despite moderate scale,
and favors new contract bidding opportunities. Despite pressure on
overall defense budgets, funding levels within the company's niche
should expand as military and intelligence missions increasingly
require more sophisticated electronic signals based technologies
and support. The company's existing contract portfolio's diversity
across the military and intelligence communities, a total backlog
level approaching $700 million, and the high security-cleared
direct labor pool should drive task orders for Six3 over the next
few years. Although fiscal pressures and risk from sequestration
make the defense services contracting environment less certain
near-term, Six3's market focus supports earnings stability and
ultimately the rating.

While the backlog is substantial only a modest amount is funded
due to incremental funding patterns typical of the company's
contract portfolio, and greater competition within Six3's niche
will likely develop over time. The 60% funded backlog to annual
revenue ratio is reasonably good for a service contractor but is
still a low enough level to not permit much revenue visibility.
Many defense service contractors are focused on reducing overhead
structures to become leaner and more price focused, and will more
fiercely contend for bidding opportunities within Six3's
comparatively attractive area of specialization. Uncertainty
surrounds the degree to which incumbency, the company's labor pool
qualifications and contract performance track record will sustain
organic revenue growth against an enlarged set of streamlined,
better capitalized competitors. Further, the company has several
single award contracts that will face pressure to become multiple
award vehicles upon expiration necessitating that Six3 win new
contracts to maintain its market share -- a not uncommon but still
meaningful challenge facing service contractors within the U.S.
intelligence sector at present.

The stable rating outlook stems from the total contract backlog to
revenue ratio of about 170%, and the adequate liquidity profile
supported by $50 million of revolver borrowing availability
anticipated at close of the transaction. Ample covenant compliance
headroom will follow the transaction providing good financial
flexibility to meet upcoming earn-out payments while managing
working capital growth. Ability to weather working capital growth
that could develop from sequestration, and from what will likely
be a choppy federal funding environment across 2013, helps the
credit.

Upward rating momentum would require an expansion of the annual
revenue base (to $500 million plus) along with expectation of debt
to EBITDA sustained around 4x with free cash flow to debt
approaching the double digit range. Downward rating pressure would
develop with debt to EBITDA above 6x, low free cash flow, or
weaker liquidity.

The principal methodology used in rating Six3 Systems, Inc. was
the Global Aerospace and Defense Industry Methodology published in
June 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.

Six3 Systems, Inc., headquartered in McLean, Virginia, provides
strategic solutions and services to United States Government
agencies in support of the nation's security priorities. Revenues
in 2011 were $289 million. The company is majority-owned by
entities of financial sponsor GTCR.


STANDARD STEEL: S&P Puts B+ Corp. Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Burnham,
Pa.-based Standard Steel LLC, including its 'B+' corporate credit
rating, on CreditWatch with positive implications.

"The CreditWatch placement reflects Standard Steel's improved
operating and financial performance, which, together with its new
ownership, may result in a modestly higher rating," said Standard
& Poor's credit analyst Carol Hom. "We view the company's business
risk profile as 'weak' and its financial risk profile as
'aggressive,'" S&P said.

"The company's majority owner, Sumitomo Metals Industries Ltd.
(not rated) with an 80% ownership stake, will merge with Nippon
Steel Corp. (BBB+/Negative/--). We expect the deal to close in
October. Sumitomo Corp. (A/Stable/A-1) will maintain ownership of
the remaining 20%. The current rating reflects our view that
credit quality will benefit from the company's ownership by much
larger entities, but it also incorporates our uncertainty
regarding the level of support that the company can expect from
its owners. Standard Steel will make up a minimal portion of the
combined entities earnings," S&P said.

"Standard Steel manufactures wheels and axles for railcar and
locomotive manufacturers, Class 1 railroads, and aftermarket
maintenance providers. With annual sales of roughly $240 million,
the company continues to be a small participant in the railcar-
equipment manufacturing industry. We believe the railcar-equipment
business will remain cyclical. However, the company's sales to the
aftermarket repair and maintenance markets could offset some of
the business cyclicality. We estimate that operating results
should continue to improve as a result of increasing rail traffic.
We project that deliveries of new freight cars will rise gradually
this year and in the near future, continuing the significant
increase in deliveries in 2011 from the historical lows in 2009
and 2010," S&P said.

"We continue to view Standard Steel's financial risk profile as
'aggressive.' As of June 30, 2012, its funds from operations (FFO)
to total debt ratio was roughly 20%, and total debt to EBITDA was
about 3x. At the current ratings, we expect FFO to total debt of
about 10%. We believe the company will operate in line with our
expectations for a higher rating over the business cycle. We have
not factored potential acquisitions into the ratings," S&P said.

"We expect to resolve the CreditWatch listing upon completion of
our review of Standard Steels' operating and financial prospects
and assessment of the implications of the merger between Sumitomo
Metals and Nippon Steel. If we believe the company can sustain its
operating and financial performance, we could raise the corporate
credit rating modestly. An upgrade of more than one notch, though
unlikely, could occur upon evidence of strong parental support.
We could affirm the rating if we believe future operating
prospects would result in credit metrics that will be weaker than
current levels and would not support a higher rating," S&P said.


TENGION INC: Has Forbearance Pact with Horizon Until Sept. 30
-------------------------------------------------------------
Tengion, Inc., issued demand notes in the aggregate amount of
$1 million to certain new and existing investors on Sept. 7, 2012.
The Demand Notes bear interest at a rate of 10% per year.  The
outstanding principal balance, with any accrued interest, is
payable on demand at any time on or after Oct. 7, 2012.

The holder of a Demand Note, in its sole discretion, may exchange
the principal balance of its Demand Note, together with accrued
interest, for the first tranche of debt securities and warrants
issued by the Company after Sept. 7, 2012.

The Demand Notes are secured on a lien on substantially all of the
Company's assets, other than its intellectual property assets.
That lien is pari passu with the lien held by Horizon Credit II
LLC, the Company's existing venture debt lender.

In connection with the Bridge Financing, on Sept. 7, 2012, the
Company, Horizon and Horizon Technology Finance Corporation
entered into a Forbearance Agreement pursuant to which Horizon
agreed not to exercise any rights it may have under the Venture
Loan and Security Agreement dated March 14, 2011, until the
earlier of Sept. 30, 2012, or the date the holders of the Demand
Notes inform the Company that they are unable or unwilling to
exchange their Demand Notes for the securities issued in the
Subsequent Offering.

                          About Tengion

Tengion, a clinical-stage biotechnology company, has pioneered the
Organ Regeneration Platform(TM) that enables the Company to create
proprietary product candidates that are intended to harness the
intrinsic regenerative pathways of the body to produce a range of
native-like organs and tissues.  Tengion's product candidates seek
to eliminate the need to utilize other tissues of the body for a
purpose to which they are poorly suited, procure donor organs or
administer anti-rejection medications.

The Company's balance sheet at June 30, 2012, showed $6.06 million
in total assets, $9.02 million in total liabilities and a $2.96
million total stockholders' deficit.

                         Bankruptcy Warning

Cash, cash equivalents and short-term investments at June 30,
2012, were $3.7 million, representing 60.8% of total assets.

The Company is currently appealing a notice of delisting from the
NASDAQ Stock Market for failure to maintain minimum stockholders'
equity.  If the Company's common stock is delisted and is not
subsequently listed on another national securities exchange, the
Company would be required to pay the cash settlement value for
certain of its outstanding warrants.

"We will need to raise additional funds to complete the Phase 1
clinical trial for our Neo-Urinary Conduit and our preclinical
research and development activities for our Neo-Kidney Augment,"
the Company said in its quarterly report for the period ended
June 30, 2012.  "We will need to raise additional funds through
collaborative arrangements, public or private sales of debt or
equity securities, commercial loan facilities, or some combination
thereof.  There is no assurance that such financing will be
available or, if available, on terms acceptable to us.  Without
additional capital, the Company will not be able to remain in
business and will likely need to seek protection under the United
States bankruptcy laws."


TEXAS RANGERS: Judge Refuses to Toss KPMG Fraud Suit
----------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Judge Barbara R.
Kapnick on Friday refused to toss a suit alleging that a 2008
audit by KPMG LLP allowed Dallas private equity investor and
former Texas Rangers owner Tom Hicks to cheat lenders out of $525
million in debt.

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the current President of
the Texas Rangers, Nolan Ryan, and Chuck Greenberg, a sports
lawyer and minor league club owner.  In its petition, Texas
Rangers Baseball Partners said it had both assets and debt of less
than $500 million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, serves as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP is the
conflicts counsel.  Parella Weinberg Partners LP serves as
financial advisor.  Major League Baseball is represented by:

          Sandy Esserman, Esq.
          STUTZMAN, BROMBERG, ESSERMAN & PLIFKA PC
          2323 Bryan Street, Suite 2200
          Dallas, TX 75201-2689
          Tel: 214-969-4900
          Fax: 214-969-4999

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


THERMOENERGY CORP: Gregory Landegger Appointed VP and COO
---------------------------------------------------------
ThermoEnergy Corporation's Board of Directors appointed Gregory M.
Landegger as the Company's Vice President and Chief Operating
Officer on Sept. 4, 2012.

Since May 2012, Mr. Landegger has served the Company as a
management consultant on a variety of initiatives, including the
Company's efforts to introduce its proprietary water recovery
technology for application in the oil, gas and power industries.
Prior to joining the Company, Mr. Landegger led, from May 2007 to
January 2011, operational turnarounds in the private equity
portfolio of W.R. Huff Asset Management Co., LLC, and, from
January 2011 to May 2012, was actively involved in identifying
investment opportunities in the small cap market, with a focus on
the packaging, industrial and water technology sectors.  Mr.
Landegger is a member of the Advisory Board of Tipa Corp., an
early-stage compostable packaging company.

Mr. Landegger is 41 years old.  He received a BSFS degree from
Georgetown University.

Mr. Landegger will be paid a base salary of $150,000 per annum and
will be eligible for performance bonuses as determined, from time
to time, by the Compensation and Benefits Committee of our Board
of Directors.  On Sept. 4, 2012, the Company awarded Mr. Landegger
an option to purchase 4,000,000 shares of the Company's Common
Stock at an exercise price of $0.097, the closing price of the
Company's Common Stock on the OTC Bulletin Board on that date; the
option vests in quarterly installments over a 4-year term, subject
to partial acceleration in the event Mr. Landegger's employment is
terminated by the Company other than for cause.  If Mr.
Landegger's employment is terminated by the Company other than for
cause, he will be entitled to receive severance payments equal to
three months' of his then-current base salary, plus continued
participation in the Company's insurance and other benefits
programs for a period of three months.

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $4.22 million
in total assets, $11.78 million in total liabilities and a $7.56
million total stockholders' deficiency.


TRIBUNE CO: Aurelius Fails Again to Stop Windup of Plan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Aurelius Capital Management LP failed in what was its
last reasonable chance of blocking Tribune Co. from implementing
the publisher's Chapter 11 reorganization plan approved last month
by the U.S. Bankruptcy Court in Delaware.

According to the report, the bankruptcy judge ruled that Aurelius
couldn't halt consummation of the plan without posting a $1.5
billion bond.  A federal district judge upheld the bonding
requirement on Aug. 27.  Aurelius, a holder of senior notes, filed
papers on Aug. 29 in the U.S. Court of Appeals in Philadelphia
seeking to have the bonding requirement lifted.  The appeals court
denied the request on Sept. 10, saying there was no right to
appeal.  Despite the loss, Aurelius satisfied one of the
requirements for keeping the appeal alive if it comes to an
appellate court after the plan has been implemented.  To avoid
application of the doctrine of equitable mootness which can result
in having the appeal thrown out, an aggrieved party like Aurelius
must show it made diligent efforts to obtain a stay pending.

The report relates that making diligent although unsuccessful
efforts doesn't mean that an appellate court will ever reach the
question of whether the bankruptcy judge was wrong in confirming
the plan.  The equitable mootness doctrine says that an appeals
court shouldn't entertain an appeal if reversing the lower court's
ruling would cause injury to other creditors who received
distributions and weren't parties to the appeal.  Other times, the
equitable mootness doctrine is said to apply when it's impossible
to unscramble the eggs once a plan has been consummated.

                         About Tribune Co.

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

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

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

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

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


ULTERRA HOLDINGS: S&P Withdraws 'CCC+' CCR After Esco Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit rating and other debt ratings on Ulterra Holdings Inc.
Ulterra is a Fort Worth, Texas-based U.S. drill bit manufacturer.
"The debt that we rate is from Ulterra Drilling Technologies L.P.,
for which Ulterra Holdings Inc. is the parent and guarantor," S&P
said.

"We withdrew our ratings after Esco Corp. (not rated) acquired
Ulterra," said credit analyst Marc Bromberg. "Additionally, the
withdrawals reflect the repayment of all Ulterra's rated debt."


UNIVERSAL HEALTH: Moody's Rates $500MM Incremental Term Loan Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD 3, 44%) rating to
Universal Health Services, Inc's. proposed $500 million
incremental term loan A-2 due 2016. Moody's understands that the
proceeds of the offering will be used to repay amounts outstanding
on the company's revolving credit facility, accounts receivable
securitization facility and a portion of the term loan B. As such,
Moody's believes that the incremental term loan will not
materially impact the company's credit metrics. Moody's existing
ratings of the company, including the Ba2 Corporate Family and
Probability of Default Ratings, are unchanged. The rating outlook
remains stable.

Ratings assigned:

  $500 million senior secured term loan A-2 due 2016, Ba2 (LGD 3,
  44%)

Ratings unchanged/LGD assessments revised:

  Senior secured revolving credit facility expiring 2015, to Ba2
  (LGD 3, 44%) from Ba2 (LGD 3, 45%)

  Senior secured term loan A due 2015, to Ba2 (LGD 3, 44%) from
  Ba2 (LGD 3, 45%)

  Senior secured term loan B due 2016, to Ba2 (LGD 3, 44%) from
  Ba2 (LGD 3, 45%)

  7.125% senior notes due 2016, to Ba2 (LGD 3, 44%) from Ba2 (LGD
  3, 45%)

  7.0% senior notes due 2018, B1 (LGD 6, 95%)

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2

Ratings Rationale

Universal Health's Ba2 Corporate Family Rating reflects Moody's
expectation of continued EBITDA growth and stable cash flow
generation. Moody's believes the company will remain modestly
leveraged and that key credit metrics will remain comfortably
within ranges expected for the Ba rating category. However,
Moody's expects that the company will continue to be acquisitive
and invest in the growth of its behavioral health segment, which
will limit debt repayment and near term credit metric improvement.
Furthermore, Moody's anticipates a difficult operating environment
in the acute care business, characterized by pressure on
reimbursement rates, weak volume trends and ongoing exposure to
increasing uncompensated care costs as expanded insurance coverage
under healthcare reform legislation is not expected to have a
meaningful impact until 2014.

If the company can grow EBITDA or repay debt such that leverage is
expected to be sustained below 3.0 times and free cash flow to
debt is expected to be sustained above 10%, Moody's could upgrade
the rating.

A decline in operating performance resulting in an expectation
that adjusted debt to EBITDA will remain above 4.0 times or an
expectation that free cash flow to debt will be below 5% for a
sustained period, could result in a downgrade of the ratings.
Furthermore, a significant debt financed acquisition could result
in a downgrade of the ratings.

The principal methodology used in rating Universal Health
Services, Inc. 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.

Universal Health Services, Inc., headquartered in King of Prussia,
Pennsylvania, owned and operated 25 acute care hospitals and 194
behavioral health centers located in 36 states, Washington, D.C.,
Puerto Rico and the U.S. Virgin Islands as of June 30, 2012.
Services provided by the hospitals include general and specialty
surgery, internal medicine, obstetrics, emergency room care,
radiology, oncology, diagnostic care, coronary care, pediatric
services, pharmacy services and behavioral health services.
Universal Health recognized approximately $7.6 billion of revenue
before the provision for doubtful accounts for the twelve months
ended June 30, 2012.


VANDERRA RESOURCES: Blames Competition, Slowdown for Woes
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vanderra Resources LLC, a service provider for the
drilling industry, filed a Chapter 11 petition, blaming a
combination of factors.

According to the report, secured lender PlainsCapital Bank is owed
$11 million.  The company contends the bank has more than enough
collateral to cover the loan.  Vanderra builds wellsite locations,
roads, compressor pads and so-called frac ponds.  The company
claims to have been one of the first service providers for gas
drilling in the Marcellus Shale.

The Bloomberg report discloses that bankruptcy resulted from the
loss of key personnel to competitors, competition and a slowdown
in drilling, according to a court filing.  The company intends to
trim back operations by concentrating on Ohio, West Virginia and
Texas.

Vanderra Resources, LLC, filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012.
The Debtor estimated assets and debts of at least $10 million.


VANN'S INC: 7-Member Committee of Unsecured Creditors Formed
------------------------------------------------------------
Robert D. Miller Jr., U.S.  Trustee for Region 18, appointed seven
persons who have expressed willingness to serve in the Official
Unsecured Creditors' Committee in the Chapter 11 cases of Vann's
Inc.

The Committee is comprised of:

      1. D&H Distributing, Committee Chairperson
         Attn: Joseph Chaudoin
         2525 North 7th Street
         Harrisburg, PA 17110
         Tel: (717) 255-7821
         Fax: (717) 828-1021
         E-mail: jchaudoin@dandh.com

      2. Klipsch Group, Inc.
         Attn: Fred Farrar
         3502 Woodview Trace, Suite 200
         Indianapolis, IN 46268
         Tel: (317) 860-8213
         Fax: (317) 860-9128
         E-mail: fred.farrar@klipsch.com

      3. Tri-State Distributors
         Attn: Gary Dickson
         P.O. Box 3623
         Spokane, WA 99220
         Tel: (509) 455-8300, ext. 1117
         Fax: (509) 455-9286
         E-mail: gdickson@tristatedistributors.com

       4. Denon Electronics, Inc.
          Attn: Lucian Murley
          c/o Saul Ewing LLP
          222 Delaware Avenue, Suite 1200
          P.O. Box 1266
          Tel: (302) 421-6898
          Fax: (302) 421-5864
          E-mail: lmurley@saul.com

       5. United Parcel Service
          Attn: Kelli J. Bohuslav-Kail
          c/o Receivable Management Services Corporation
          307 International Circle, Suite 270
          Hunt Valley, MD 21030
          Tel: (410) 773-4033
          Fax: (410-773-4057
          E-mail: kelli.bohuslavkail@rms-iqor.com

       6. Onkyo USA Corporation
          Attn: Matthew Attanasio
          18 Park Way
          Upper Saddle River, NJ 07458
          Tel: (201) 785-2604
          Fax: (201) 785-2650
          E-mail: mattanasio@us.onkyo.com

      7. Northwest Cabinet Works
         Attn: Tony Dawson
         453 Ash Road
         Kalispell, MT 59901
         Tel: (406) 752-8383
         Fax: (406) 752-8386
         E-mail: tony@nwcabinetworks.com

Individuals or entities have until Nov. 29, 2012, to file proofs
of claim against the Debtor.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.


VANN'S INC: Creditors Committee Taps Halperin Battagia as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Vann's Inc., asks the U.S. Bankruptcy Court for the
District of Montana for permission to retain Halperin Battagia
Raicht, LLP as its counsel.

The hourly rates of HBR's personnel are:

         Alan D. Halperin, partner           $535
         Christopher J. Battaglia, partner   $510
         Carrie E. Essenfeld, associate      $315
         Ligee Gu, associate                 $210
         Monique A. Gonzalez, law clerk      $125
         Jeffrey B. Moore, law clerk         $125
         Tiffany D. Carter, law clerk         $95
         Kemeley A. Poulard, law clerk        $95

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

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.


* Moody's Says Outlook for U.S. State HFAs Stays Negative
---------------------------------------------------------
The outlook for the US state housing finance agency (HFA) sector
remains negative as stresses from the US economy and housing
market remain despite improved metrics in some areas, according to
a mid-year sector outlook update from Moody's Investors Service.
The update added that HFAs are financially sound.

"Credit stress for HFAs continues to be felt due to low
conventional mortgage rates, which have made it difficult for them
to issue bonds at low enough rates to finance competitive mortgage
loans," said Moody's VP-Senior Analyst Rachael McDonald, author of
the report, "Sector Outlook for US State Housing Finance Agencies
Remains Negative."

Other factors cited by the rating agency include high
unemployment, which contributes to high rates of loan
delinquencies and foreclosures, deterioration of counterparty
credit quality, which weakens the credit profile of the bond
programs, and high liquidity fees for variable rate debt,
pressuring profitability. Low interest rates on investments also
depress profitability for both new and existing bond programs as
well as for the HFA's general funds.

"While economic conditions will remain at stressful levels in the
near-to-medium term, stabilization in some metrics, including
declines in unemployment and stabilization of home prices, have
recently emerged," said Ms. McDonald. "In addition, over the last
few years, many HFAs have developed new management strategies
that, combined with a stronger economy, may help move the sector
to more solid ground."

These strategies, reports Moody's, include the sale of mortgage-
backed securities (MBS) into the secondary market to provide new
revenue streams for HFAs, and new variable rate products such as
floating rate notes in order to replace variable rate demand
obligations. Standby purchase agreements can eliminate remarketing
risk, and replacement or cancelation of contracts with downgraded
counterparties will help support the credit profile of bond
programs.

"The financial strength in the sector results from the
overcollateralization of HFAs and their programs," said
Ms. McDonald. "While we expect some continued downgrades or
negative outlooks over the next 12 to 18 months, the majority of
HFAs will continue to exhibit strengths that support their high
median issuer rating of A1."

McDonald said HFAs most vulnerable to rating downgrades and
outlook changes include those with high levels of variable rate
debt, counterparty exposure from providers of guaranteed
investment contracts, primary mortgage insurance, liquidity
contracts and swap contracts, and those that depend heavily on
investment income.


* Due Process Denied in Faulty Sanction Proceedings
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a U.S. district judge in Columbus, Ohio, ruled
Sept. 11 that a proceeding to impose sanctions on a lawyer for
improper conduct is a core proceeding where the bankruptcy judge
has the right to enter a final judgment.

According to the report, a bankruptcy lawyer told a new client to
pay his $3,000 fee with a credit card, allegedly in violation of a
provision in bankruptcy law prohibiting a lawyer from advising a
client to incur more debt before bankruptcy.  For that and other
alleged misdeeds, the bankruptcy court required the lawyer to pay
his client's credit card company $3,274.  The judge also required
the lawyer to file a list of all cases going back five years where
clients paid his fee with a credit card.

The report relates that the lawyer appealed and won, although U.S.
District Judge Michael H. Watson rejected the lawyer's argument
that a bankruptcy judge didn't have power to make a final ruling
regarding sanctions.  On the merits, Mr. Watson found fault with
the bankruptcy judge for not giving the lawyer sufficient written
notice in advance of the hearing setting forth the conduct for
which he would face sanctions.  Mr. Watson also said the lawyer
didn't "receive clear and specific pre-hearing notice" about
provisions in Ohio ethics rules that would come into play.

The Bloomberg report discloses that Judge Watson, concluding that
the lawyer was denied due process, sent the case back to the
bankruptcy court for another hearing.

The case is Warren v. Seidel, 10-1049, U.S. District Court,
Southern District of Ohio (Columbus).


* Restructuring Vet Yushan Ng Joins Cadwalader's London Office
--------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, a leading counselor to global
financial institutions and corporations, disclosed that Yushan Ng,
a veteran restructuring and insolvency attorney who has been
recognized and honored as one of the leading practitioners in his
field in Europe, has joined the firm's Financial Restructuring
Department as partner.  Mr. Ng will practice from Cadwalader's
London office.

"Yushan is one of the most talented restructuring lawyers in
Europe today.  We are very pleased to be able to make his talents
available to our clients in this very challenging business
environment," said W. Christopher White, Chairman of Cadwalader.
"Yushan has that valuable combination of broad experience and
creative approach to problem solving that help make him so
effective. He will make Cadwalader's talented group of
restructuring lawyers even stronger."

Mr. Ng joins Cadwalader from Linklaters where he was one of the
partners who led the distressed investment practice.  In this
role, he was responsible for leading a wide range of domestic and
cross-border restructurings, insolvency proceedings and
financings.  In addition, Mr. Ng also served as the primary
relationship partner for numerous private equity and hedge funds
that invest in distressed and special situations.  He has held
central roles in a number of recent milestone European corporate
restructurings including SEAT Pagine SpA, Fitness First, Klockner
Pentaplast, Truvo and Regency Casinos.

"Cadwalader was the pioneer in developing a fund oriented creditor
side practice in London," stated Mr. Ng.  "I am looking forward to
joining their excellent team in the very focused practice where I
specialize."

"I am delighted to welcome Yushan to our Restructuring team,"
remarked Gregory Petrick, Managing Partner of the firm's London
office and Head of its European and Asian Restructuring Practice.
"Yushan's experience, his reputation for innovation and
extraordinary technical expertise will contribute to the team's
continued success and expansion."

Richard Nevins, senior partner in Cadwalader London's Financial
Restructuring Department added: "Our group is now poised to become
one of the elite restructuring and insolvency practices in Europe.

Bringing on board an outstanding lawyer like Yushan Ng brings us
closer to that goal."

Mr. Ng began his tenure at Linklaters as a trainee solicitor in
1999 before being promoted to associate solicitor in 2001.  He was
named partner in 2008. Ng holds a B.A., with honors, in
Jurisprudence from Merton College, Oxford University.  Following
graduation, he participated in the Bar Vocational Course at The
Inns of Court School of Law.

Cadwalader's Financial Restructuring Practice is a premier
restructuring, bankruptcy, insolvency and workout group
headquartered in New York under the direction of John Rapisardi
and George Davis.

                    About Cadwalader Wickersham

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--
established in 1792, is an international law firm, with offices in
New York, London, Charlotte, Washington and Beijing.  Cadwaladerr
serves a diverse client base, including many of the world's top
financial institutions, undertaking business in more than 50
countries in six continents.

The firm offers legal expertise in antitrust, banking, business
fraud, corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance,  intellectual
property, litigation, mergers and acquisitions, private client,
private equity, real estate, regulation, securitization,
structured finance, and tax.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Todd Dunaway
   Bankr. D. Ariz. Case No. 12-19736
      Chapter 11 Petition filed September 4, 2012

In re ABC Containers, LLC
   Bankr. D. Ariz. Case No. 12-19759
     Chapter 11 Petition filed September 4, 2012
         See http://bankrupt.com/misc/azb12-19759.pdf
         represented by: Eric Ollason, Esq.
                         E-mail: eollason@182court.com

In re Claudia Paz
   Bankr. C.D Calif. Case No. 12-40124
      Chapter 11 Petition filed September 4, 2012

In re Jesus Mares
   Bankr. C.D. Calif. Case No. 12-40127
      Chapter 11 Petition filed September 4, 2012

In re Gwendolyn Rowe
   Bankr. N.D. Calif. Case No. 12-47372
      Chapter 11 Petition filed September 4, 2012

In re Keith Watt
   Bankr. N.D. Calif. Case No. 12-56540
      Chapter 11 Petition filed September 4, 2012

In re Kimberly Williams
   Bankr. N.D. Ga. Case No. 12-72300
      Chapter 11 Petition filed September 4, 2012

In re BaSix Knowledge Enrichment Center & Academy, LLC
   Bankr. N.D. Ga. Case No. 12-72351
     Chapter 11 Petition filed September 4, 2012
         See http://bankrupt.com/misc/ganb12-72351.pdf
         represented by: Angelyn M. Wright, Esq.
                         THE WRIGHT LAW OFFICE, P.C.
                         E-mail: twlopc@earthlink.net

In re World Harvest Christian Ministry
   Bankr. S.D. Ga. Case No. 12-41734
     Chapter 11 Petition filed September 4, 2012
         See http://bankrupt.com/misc/gasb12-41734p.pdf
         See http://bankrupt.com/misc/gasb12-41734c.pdf
         Filed as Pro Se

In re Jason Schwedler Construction LLC
   Bankr. S.D. Ind. Case No. 12-10575
     Chapter 11 Petition filed September 4, 2012
         See http://bankrupt.com/misc/insb12-10575.pdf
         represented by: J. Andrew Sawin, Esq.
                         SAWIN, SHEA & DES JARDINES LLC
                         E-mail: ecf@sawinlaw.com

In re Alexandra Espinal
   Bankr. D. Mass. Case No. 12-17284
      Chapter 11 Petition filed September 4, 2012

In re Charles Van Luven
   Bankr. E.D. Mich. Case No. 12-60195
      Chapter 11 Petition filed September 4, 2012

In re Donald Webb
   Bankr. D. Nev. Case No. 12-20210
      Chapter 11 Petition filed September 4, 2012

In re Alfonso Gonzalez
   Bankr. C.D. Calif. Case No. 12-17970
      Chapter 11 Petition filed September 5, 2012

In re Gary Comstock
   Bankr. C.D. Calif. Case No. 12-40249
      Chapter 11 Petition filed September 5, 2012

In re Manuel Torres
   Bankr. N.D. Calif. Case No. 56569
      Chapter 11 Petition filed September 5, 2012

In re David Nichols
   Bankr. S.D. Calif. Case No. 12-12314
      Chapter 11 Petition filed September 5, 2012

In re Melvin Stevens
   Bankr. M.D. Fla. Case No. 12-12143
      Chapter 11 Petition filed September 5, 2012

In re John Newcomb
   Bankr. W.D. Mich. Case No. 12-08061
      Chapter 11 Petition filed September 5, 2012

In re Newcomb Print Communications, Inc.
   Bankr. W.D. Mich. Case No. 12-08042
     Chapter 11 Petition filed September 5, 2012
         See http://bankrupt.com/misc/miwb12-08042.pdf
         represented by: Donald C. Darnell, Esq.
                         Darnell Law Offices
                         E-mail: dondarnell@darnell-law.com

In re Thomas Lammertse
   Bankr. D.N.J. Case No. 12-32011
      Chapter 11 Petition filed September 5, 2012

In re David Bagley
   Bankr. D.N.M. Case No. 12-13360
      Chapter 11 Petition filed September 5, 2012

In re Imperial Capital LLC
   Bankr. S.D.N.Y. Case No. 12-13809
     Chapter 11 Petition filed September 5, 2012
         See http://bankrupt.com/misc/nysb12-13809.pdf
         Filed pro se

In re Vivaro Corporation
   Bankr. S.D.N.Y. Case No. 12-13810
     Chapter 11 Petition filed September 5, 2012
         See http://bankrupt.com/misc/nysb12-13810.pdf
         represented by:  Frederick E. Schmidt, Esq.
                         Hanh V. Huynh, Esq.
                         Herrick, Feinstein LLP
                         E-mail: eschmidt@herrick.com
                                 hhuynh@herrick.com

   In re STi Prepaid, LLC
      Bankr. S.D.N.Y. Case No. 12-13811
        Chapter 11 Petition filed September 5, 2012

   In re STi Telecom Inc.
      Bankr. S.D.N.Y. Case No. 12-13812
        Chapter 11 Petition filed September 5, 2012

   In re Kare Distribution, Inc.
      Bankr. S.D.N.Y. Case No. 12-13814
        Chapter 11 Petition filed September 5, 2012
            See http://bankrupt.com/misc/nysb12-13814.pdf
            represented by:  Frederick E. Schmidt, Esq.
                            Hanh V. Huynh, Esq.
                            Herrick, Feinstein LLP
                            E-mail: eschmidt@herrick.com
                                    hhuynh@herrick.com

   In re TNW Corporation
      Bankr. S.D.N.Y. Case No. 12-13815
        Chapter 11 Petition filed September 5, 2012
            See http://bankrupt.com/misc/nysb12-13815.pdf
            represented by:  Frederick E. Schmidt, Esq.
                            Hanh V. Huynh, Esq.
                            Herrick, Feinstein LLP
                            E-mail: eschmidt@herrick.com
                                    hhuynh@herrick.com

   In re STi CC 1, LLC
      Bankr. S.D.N.Y. Case No. 12-13816
        Chapter 11 Petition filed September 5, 2012

   In re STi CC 2, LLC
      Bankr. S.D.N.Y. Case No. 12-13817
        Chapter 11 Petition filed September 5, 2012

In re Edward Pocius
   Bankr. E.D. Pa. Case No. 12-18373
      Chapter 11 Petition filed September 5, 2012

In re Ephraim Connerly
   Bankr. S.D. Tex. Case No. 12-36744
      Chapter 11 Petition filed September 5, 2012

In re Henry Zegzula
   Bankr. W.D. Wash. Case No. 12-46222
      Chapter 11 Petition filed September 5, 2012
In re Samuel Marquez
   Bankr. D. Ariz. Case No. 12-19940
      Chapter 11 Petition filed September 6, 2012

In re Richard Chagnon
   Bankr. D. Ariz. Case No. 12-19948
      Chapter 11 Petition filed September 6, 2012

In re Jerry Sanders
   Bankr. D. Ariz. Case No. 12-19949
      Chapter 11 Petition filed September 6, 2012

In re Pacen Thygerson
   Bankr. D. Ariz. Case No. 12-19969
      Chapter 11 Petition filed September 6, 2012

In re Anthony Amatulli
   Bankr. C.D. Calif. Case No. 12-30637
      Chapter 11 Petition filed September 6, 2012

In re Anita Jones Wynn
   Bankr. C.D. Calif. Case No. 12-30648
      Chapter 11 Petition filed September 6, 2012

In re Vacuum Metalizing Company Inc.
   Bankr. C.D. Calif. Case No. 12-30663
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/cacb12-30663.pdf
         represented by: Richard E. Dwyer, Esq.
                         E-mail: attorneyricharddwyer@gmail.com

In re Property Rental Management, LLC
   Bankr. D. Conn. Case No. 12-51642
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/ctb12-51642p.pdf
         See http://bankrupt.com/misc/ctb12-51642c.pdf
         represented by: George C. Tzepos, Esq.
                         LAW OFFICES OF GEORGE C. TZEPOS
                         E-mail: zepseven@sbcglobal.net

In re Louis DeLuca
   Bankr. S.D. Fla. Case No. 12-31385
      Chapter 11 Petition filed September 6, 2012

In re Clayton Evans
   Bankr. D. Md. Case No. 12-26386
      Chapter 11 Petition filed September 6, 2012

In re DPB Food Group, LLC
        dba Realm Restaurant and Lounge
   Bankr. D. N.H. Case No. 12-12813
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/nhb12-12813.pdf
         represented by: Brian P. Cowan, Esq.
                         LAW OFFICES OF JOSEPH M. ANNUTTO PLLC
                         E-mail: annuttolaw@aol.com

In re C&G Dollar Plus, LLC
   Bankr. D. N.J. Case No. 12-32055
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/njb12-32055.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Bernard Katz
   Bankr. E.D.N.Y. Case No. 12-46465
      Chapter 11 Petition filed September 6, 2012

In re American Multi Systems, Inc.
   Bankr. S.D.N.Y. Case No. 12-13833
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/nysb12-13833p.pdf
         See http://bankrupt.com/misc/nysb12-13833c.pdf
         represented by: Gregory Koerner, Esq.
                         KOERNER AND ASSOCIATES
                         E-mail: gkoerner@koerner-associates.com

In re Bodre Cut And Color Corporationn
   Bankr. S.D.N.Y. Case No. 12-13839
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/nysb12-13839.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Applied Mechanical Technologies & Concepts, Inc.
        aka AMT&C, Inc.
   Bankr. D. Ore. Case No. 12-63928
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/orb12-63928.pdf
         represented by: Keith Y. Boyd, Esq.
                         THE LAW OFFICES OF KEITH Y. BOYD
                         E-mail: ecf@boydlegal.net

In re James Forster
   Bankr. E.D. Pa. Case No. 12-18425
      Chapter 11 Petition filed September 6, 2012

In re Kimberlee Forster
   Bankr. E.D. Pa. Case No. 12-18425
      Chapter 11 Petition filed September 6, 2012

In re John Peoples
   Bankr. W.D. Pa. Case No. 12-24497
      Chapter 11 Petition filed September 6, 2012

In re Upperdeck Investments Inc.
        aka Valu Inn
   Bankr. D. Utah Case No. 12-31436
     Chapter 11 Petition filed September 6, 2012
         See http://bankrupt.com/misc/utb12-31436.pdf
         Filed as Pro Se

In re Dunes Motel Inc.
   Bankr. W.D. Wash. Case No. 12-19212
     Chapter 11 Petition filed September 6, 2012
         Filed as Pro Se

In re William Hegger
   Bankr. W.D. Wash. Case No. 12-19221
      Chapter 11 Petition filed September 6, 2012
In re Solar One Shop, LLC
   Bankr. D. Ariz. Case No. 20029
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/azb12-20029.pdf
         represented by: Blake D. Gunn, Esq.
                         Law Office of Blake D. Gunn
                         E-mail:
blake.gunn@gunnbankruptcyfirm.com

In re AW Apex International Supply Chain Solutions LLC
        aka Misha Roshone Davenport
   Bankr. C.D. Calif. Case No. 12-40610
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/cacb12-40610.pdf
         Filed pro se

In re Carey Wong
   Bankr. C.D. Calif. Case No. 12-40558
      Chapter 11 Petition filed September 7, 2012

In re Ibalago, Inc.
        aka Mariscos La Sirenita
   Bankr. C.D. Calif. Case No. 12-18061
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/cacb12-18061.pdf
         represented by: M Jonathan Hayes, Esq.
                         Law Office of M Jonathan Hayes
                         E-mail: jhayes@hayesbklaw.com

In re John Llado
   Bankr. C.D. Calif. Case No. 12-30732
      Chapter 11 Petition filed September 7, 2012

In re Ultiimate Care Hospice, Inc.
   Bankr. C.D. Calif. Case No. 12-18054
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/cacb12-18054.pdf
         represented by: Vernon L. Ellicott, Esq.
                         Law Offices of Vernon L. Ellicott
                         E-mail: vle@vlelaw.com

In re Coveside, LLC
   Bankr. M.D. Fla. Case No. 12-05924
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/flmb12-05924.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re Eloise Street Properties, LLC
   Bankr. M.D. Fla. Case No. 12-05923
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/flmb12-05923.pdf
         represented by: Taylor J. King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re Raven Pizza, LLC
        dba Marco's Pizza
   Bankr. M.D. Fla. Case No. 12-13724
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/flmb12-13724.pdf
         represented by: Bernard J. Morse, Esq.
                         Morse & Gomez PA
                         E-mail: chipmorse@morsegomez.com

In re Raven Pizza Brandon, LLC
        dba Marco's Pizza
   Bankr. M.D. Fla. Case No. 12-13725
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/flmb12-13725.pdf
         represented by: Bernard J. Morse, Esq.
                         Morse & Gomez PA
                         E-mail: chipmorse@morsegomez.com

In re Riviera Beach Yacht Club, LLC
   Bankr. S.D. Fla. Case No. 12-31504
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/flsb12-31504.pdf
         represented by: Tina M. Talarchyk, Esq.
                         Talarchyk Merrill, LLC
                         E-mail: tmt@tmbk11.com

In re Joel Torres
   Bankr. N.D. Ill. Case No. 12-35567
      Chapter 11 Petition filed September 7, 2012

In re Crystal Testerman
   Bankr. D. Md. Case No. 12-26464
      Chapter 11 Petition filed September 7, 2012

In re Donald Testerman
   Bankr. D. Md. Case No. 12-26464
      Chapter 11 Petition filed September 7, 2012

In re Jean Negrin
   Bankr. D. Nev. Case No. 12-20348
      Chapter 11 Petition filed September 7, 2012

In re Agga Pizza, Inc.
        dba Anna Marie's Pizza & Trattoria
   Bankr. D.N.J. Case No. 12-32160
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/njb12-32160.pdf
         represented by: Robert H. Johnson, Esq.
                         Robert H. Johnson, LLC
                         E-mail: ecfmail@rhjlaw.com

In re Davis Transportation Company, Inc.
   Bankr. D.S.C. Case No. 12-05590
     Chapter 11 Petition filed September 7, 2012
         See http://bankrupt.com/misc/scb12-05590.pdf
         represented by: D. Nathan Davis, Esq.
                         Davis Law Firm
                         E-mail: nathan@davislawsc.com

In re Eileen Tennyson
   Bankr. D.N.J. Case No. 12-32279
      Chapter 11 Petition filed September 9, 2012

In re Maxwell Pfeifer
   Bankr. S.D.N.Y. Case No. 12-13852
      Chapter 11 Petition filed September 9, 2012

In re Gerald Albright
   Bankr. S.D. Tex. Case No. 12-36815
      Chapter 11 Petition filed September 9, 2012

In re Jae Beom Cheong
   Bankr. E.D. Va. Case No. 12-15462
      Chapter 11 Petition filed September 9, 2012
In re Stafford Kees
   Bankr. E.D. Ark. Case No. 12-15275
      Chapter 11 Petition filed September 10, 2012

In re Eli Arnaldes
   Bankr. C.D. Calif. Case No. 12-18091
      Chapter 11 Petition filed September 10, 2012

In re Farshid Ketabch
   Bankr. C.D. Calif. Case No. 12-20663
      Chapter 11 Petition filed September 10, 2012

In re Cynthia Pei-Fang Li
   Bankr. C.D. Calif. Case No. 12-40720
      Chapter 11 Petition filed September 10, 2012

In re Donnie Polk
   Bankr. C.D. Calif. Case No. 12-40743
      Chapter 11 Petition filed September 10, 2012

In re Spectrum Healthcare Waterbridge, LLC
   Bankr. D. Conn. Case No. 12-22207
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/ctb12-22207.pdf
         represented by: Elizabeth J. Austin, Esq.
                         PULLMAN AND COMLEY
                         E-mail: eaustin@pullcom.com

In re Geneva Management, Inc.
        dba Royale Inn
        fdba Red Carpet Inn - Lake Wales
   Bankr. M.D. Fla. Case No. 12-13794
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/flmb12-13794.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Ali Benjamaa
   Bankr. M.D. Fla. Case No. 12-13795
      Chapter 11 Petition filed September 10, 2012

In re American Pubs II, Inc.
   Bankr. M.D. Fla. Case No. 12-31689
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/flsb12-31689.pdf
         represented by: Robert C. Meyer, Esq.
                         ROBERT C. MEYER, P.A.
                         E-mail: meyerrobertc@cs.com

In re Superior Moving & Storage, Inc.
   Bankr. S.D. Fla. Case No. 12-31696
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/flsb12-31696.pdf
         represented by: Bart A. Houston, Esq.
                         E-mail: houston@kolawyers.com

In re Total Printing Services, LLC
   Bankr. E.D. Mich. Case No. 12-60540
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/mieb12-60540p.pdf
         See http://bankrupt.com/misc/mieb12-60540c.pdf
         represented by: Jason Patrick Smalarz, Esq.
                         GOLD, LANGE & MAJOROS, PC
                         E-mail: jsmalarz@glmpc.com

                                - and ?

                         John C. Lange, Esq.
                         GOLD, LANGE & MAJOROS, PC
                         Email: jlange@glmpc.com

In re Doreen Cohen-Oshinsky
   Bankr. E.D. Mich. Case No. 12-60541
      Chapter 11 Petition filed September 10, 2012

In re Teddy's Lawn & Landscape, Inc.
        dba Teddy's Lawn & Landscape
   Bankr. E.D. Mich. Case No. 12-60543
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/mieb12-60543p.pdf
         See http://bankrupt.com/misc/mieb12-60543c.pdf
         represented by: Ernest Hassan, Esq.
                         STEVENSON & BULLOCK, P.L.C.
                         E-mail: ehassan@sbplclaw.com

In re Global Landscape Center, Inc.
        dba Global Landscape Center
   Bankr. E.D. Mich. Case No. 12-60544
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/mieb12-60544p.pdf
         See http://bankrupt.com/misc/mieb12-60544c.pdf
         represented by: Ernest Hassan, Esq.
                         STEVENSON & BULLOCK, P.L.C.
                         E-mail: ehassan@sbplclaw.com

In re Brent Teddy
   Bankr. E.D. Mich. Case No. 12-60546
      Chapter 11 Petition filed September 10, 2012

In re Sabina Tobogacz
   Bankr. D. Nev. Case No. 12-20405
      Chapter 11 Petition filed September 10, 2012

In re Juan De La Rosa
   Bankr. D. Nev. Case No. 12-20407
      Chapter 11 Petition filed September 10, 2012

In re Kenneth Marable
   Bankr. D. Nev. Case No. 12-20411
      Chapter 11 Petition filed September 10, 2012

In re Alexis Medina Soto
   Bankr. D. P.R. Case No. 12-07127
      Chapter 11 Petition filed September 10, 2012

In re Canyon Supply & Logitics, LLC
   Bankr. S.D. Tex. Case No. 12-20484
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/txsb12-20484.pdf
         represented by: Harlin C. Womble, Jr., Esq.
                         JORDAN HYDEN ET AL
                         E-mail: ecf@jhwclaw.com

In re D. Shah
   Bankr. E.D. Wis. Case No. 12-33312
      Chapter 11 Petition filed September 10, 2012

In re Meghasaagar LLC
   Bankr. E.D. Wis. Case No. 12-33317
     Chapter 11 Petition filed September 10, 2012
         See http://bankrupt.com/misc/wieb12-33317p.pdf
         See http://bankrupt.com/misc/wieb12-33317c.pdf
         represented by: Laura D. Steele, Esq.
                         KERKMAN & DUNN
                         E-mail: lsteele@kerkmandunn.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***