TCR_Public/120918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 18, 2012, Vol. 16, No. 260

                            Headlines

44 CP: Parkway Bank Wants Chapter 11 Bankruptcy Case Dismissed
2655 BUSH: Court Dismisses Chapter 11 Bankruptcy Case
A&S GROUP: Sec. 341 Creditors' Meeting Set for Oct. 17
ADS WASTE: Moody's Assigns 'B2' Corp. Family Rating
AIRTOUCH COMMUNICATIONS: Had $2.9-Mil. Net Loss in Second Quarter

ALFRED SCIUBBA: Meeting to Form Creditors' Panel on Sept. 27
AMERICAN AIRLINES: Proposes Claims Objection Procedures
AMERICAN AIRLINES: Wins OK to Buy One Boeing 737-823 Plane
AMERICAN AIRLINES: Haynes to Represent in Port Authority Dispute
AMERICAN AIRLINES: Committee to Review 'Whistleblower' Claims

AMERICAN AIRLINES: To Pay for SolomonEdwards' Fees
AMERICAN AIRLINES: $48.2 Million in Fees Negotiated Down by 3%
AMERICAN GILSONITE: $10MM Add-On Won't Impact Moody's 'B3' CFR
AMERICAN GILSONITE: S&P Keeps 'B' Rating on $270MM Senior Notes
AMTRUST FINANCIAL: 6th Cir. Finds Cease-And-Desist Order Ambiguous

ANTS SOFTWARE: CEO Receives 408,868 Common Shares for Licenses
APOLLO MEDICAL: Had $3.2-Mil. Net Loss in July 31 Quarter
ATP OIL: S&P Withdraws 'D' Corporate Credit Rating
BEECHWOOD CHEESE: In Receivership, Owes Nearly $1.2 Million
BEHRINGER HARVARD: Wants Plan Filing Period Extended Until Jan. 9

BEHRINGER HARVARD: Has OK to Hire FTI as Financial Advisor
BEHRINGER HARVARD: Has OK to Hire McRoberts for Appraisal Services
BELLWEST HOLDINGS: Chapter 11 Status Hearing Set for Oct. 11
BERKELEY COFFEE: Had $73,700 Net Loss in July 31 Quarter
BERNARD L. MADOFF: Trustee Asks Rakoff to Change Mind on 16 Suits

BIG SKY FARMS: In Chapter 15, Canadian Insolvency Proceedings
BIG SKY FARMS: Chapter 15 Case Summary
BIOMARIN PHARMACEUTICAL: S&P Withdraws 'B' Corp. Credit Rating
BIONEUTRAL GROUP: Had $642,100 Net Loss in July 31 Quarter
BLITZ USA: Court Approves $9.5 Million Asset Sale to Scepter

BLUEGREEN CORP: Completes $100 Million Term Securitization
BONDS.COM GROUP: Director Steps Down, Citing Career Change
BROADWAY FINANCIAL: 2011 Report Restated; Losses Hiked to $14.3MM
CABLEVISION SYSTEMS: Fitch Rates New Sr. Unsecured $500MM Notes B-
CABLEVISION SYSTEMS: Moody's Rates $500-Mil. Bond Issuance 'B1'

CABLEVISION SYSTEMS: S&P Keeps 'B+' Rating on $750MM Senior Notes
CBS I LLC: Has Nod to Employ Marquis Aurbach as Attorneys
CBS I LLC: Dmitri Dalacas Continues as Attorney for State Suits
CBS I LLC: U.S. Trustee Unable to Form Creditors' Committee
CHAMPION INDUSTRIES: Incurs $593,000 Net Loss in July 31 Quarter

CITIZENS CORP: Lowery Gets Judge's Approval to Pursue Claim
CITIZENS REPUBLIC: Moody's Reviews Ratings for Upgrade
CLARE OAKS: Bondholders Recovering 45% Under Plan
CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
CLEARWIRE CORP: Intel Owns 14.3% of Class A Shares as of Aug. 29

CLEARWIRE CORP: Sprint Nextel Owns 54.3% of Class A Shares
CLINICA REAL: Files for Chapter 11 Amid Dispute With State Farm
COCOPAH NURSERIES: Latin Lady Leaves Creditors' Committee
COCOPAH NURSERIES: Creditors' Panel Can Hire Allen Sala as Counsel
COCOPAH NURSERIES: Can Hire Focus Management as Financial Advisor

COCOPAH NURSERIES: Has Nod to Hire Squire Sanders as Attorneys
COLONIAL REALTY: Moody's Raises Sr. Unsecured Rating From 'Ba1'
COMARCO INC: Reports $151,000 Net Income in July 31 Quarter
COMMUNITY TOWERS: Has OK to Expand Murray's Scope of Employment
CONVERTED ORGANICS: Has 469.9 Million Outstanding Common Shares

COOPERATIVE COMMS: Settles Dispute With Verizon Communications
COPYTELE INC: Had $629,100 Net Loss in July 31 Quarter
CORELOGIC INC: Moody's Affirms 'Ba2' Corp. Family Rating
DELPHI CORP: Moody's Says New Share Repurchase Credit Negative
DETROIT, MI: Governor Wants to Put Belle Isle Under State Control

DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
DIALOGIC INC: Effects a 5-for-1 Reverse Stock Split
DIGITAL DOMAIN: Lands $11.8 Million Loan From Noteholders
DISTHENE GROUP: Fights Order Putting Firm in Receivership
DOLE FOOD: Possible Business Sale No Impact on Moody's 'B1' CFR

EASTGATE TOWER: Final Cash Collateral Hearing on Oct. 3
EASTGATE TOWER: Files Schedules of Assets and Liabilities
EASTMAN KODAK: Says It May Retain Technology Rather Than Sell
ENCOMPASS DIGITAL: Moody's Lifts Credit Facilities Rating to B2
ENCOMPASS DIGITAL: S&P Rates Proposed $16.5MM Term Loan 'B+'

ESSAR STEEL: Moody's Confirms 'Caa1' CFR/PDR; Outlook Negative
ESSAR STEEL: S&P Raises CCR to 'CCC+' on Term Loan Negotiation
FIRST DATA: Plans to Offer $250 Million Senior Secured Notes
FOXCO ACQUISITION: S&P Keeps 'B+' Rating on $765MM Credit Facility
FTS INTERNATIONAL: Moody's Confirms 'B2' CFR; Outlook Negative

FTS INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
GEOMET INC: Hein & Associates Succeeds Deloitte as Accountant
GLOBAL TECHNOVATIONS: 6th Cir. Affirms Ruling Over Onkyo Deal
GREYSTONE LOGISTICS: Swings to $2.5MM Net Income in Fiscal 2012
HARMAN INT'L: Moody's Reviews 'Ba1' Rating for Possible Upgrade

HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
HENRY VOGT: Files for Chapter 11 Bankruptcy in Kentucky
HERON LAKE: Had $379,300 Net Loss in July 31 Quarter
HOSTESS BRANDS: Teamsters Vote to Ratify Changes to CBA
IDEARC INC: Dallas Judge Trims Suit Against Verizon Over Spinoff

IMAGING3 INC: Files for Chapter 11 Amid Shareholder Dispute
INOVA TECHNOLOGY: Delays Form 10-Q for July 31 Quarter
ISLE OF CAPRI CASINOS: S&P Raises Rating on $300MM Notes to 'B'
JARDEN CORP: Moody's Rates $450-Mil. Sr. Subordinated Notes 'B2'
JAMMIN JAVA: Had $986,200 Net Loss in July 31 Quarter

JEFFERSON COUNTY, AL: No Deadline to File Debt Plan
K-V PHARMACEUTICAL: 3 Senior Noteholders Have Power on Plan
K2 PURE: Moody's Withdraws 'Caa1' Rating on $122-Mil. Term Loan
LADDER CAPITAL: Moody's Assigns 'Ba3' Sr. Unsecured Debt Rating
LADDER CAPITAL: S&P Gives 'BB-' Rating on $300M Unsecured Notes

LAMKIN PRODUCTION: Seeks Appointment of Receiver
LEHMAN BROTHERS: To Sell Real Estate Assets
LEHMAN BROTHERS: BNY Mellon Fails to End Securities Lawsuit
LEHMAN BROTHERS: Trustee Balks at Elliot Bid for Quick Liquidation
LEHMAN BROTHERS: Officemax Has Deal to Extinguish Notes Liability

LODGENET INTERACTIVE: Mark Cuban Lowers Equity Stake to 7.8%
LSP ENERGY: Wins Plan Exclusivity Extension
MANOMAY LLC: Files for Chapter 11 Bankruptcy Protection
MARITIMES & NORTHEAST: Moody's Corrects August 28 Rating Release
MARQUETTE TRANSPORTATION: Moody's Affirms 'B2' CFR; Outlook Neg.

MARSICO HOLDINGS: Moody's Cuts Corporate Family Rating to 'Ca'
MASQUERADE WINE: Court Confirms Plan That Pays 100% to Unsecureds
MEDICAL DEVELOPMENT: Wells Fargo Gets Receiver, $30MM Judgment
MERIDIAN MORTGAGE: Singer, Booking Agent Face Clawback Suit
MERRIMACK PHARMACEUTICALS: Board Approves 2012 Bonus Program

MGM RESORTS: Fitch Rates Proposed Sr. Unsec. Notes Due 2020 'B-'
MGM RESORTS: Moody's Rates $700-Mil. Senior Unsecured Notes 'B3'
MGM RESORTS: Prices $1 Billion in Unsecured Debt at Par
MICHIGAN HIGHER: Moody's Cuts Ratings on Six Bond Classes to Ba3
NATURAL PORK: AgStar Pushes for Expedited Sale

NEW BREED HOLDING: S&P Assigns 'B' Corporate Credit Rating
NORTHAMPTON GENERATING: Seeks Fifth Exclusivity Extension
OLLIE'S HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
OLLIE'S HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
OMNICARE INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable

PATRIOT COAL: U.S. Trustee Lobbies Against Equity Committee
PEAK RESORTS: Wins Approval of Financing from FDIC
PCS EDVENTURES!.COM: Had $355,800 Net Loss in June 30 Quarter
PEREGRINE FINANCIAL: Wasendorf Admits Stealing at Least $100-Mil.
PICCADILLY RESTAURANTS: Status Conference Set for Jan. 29

PINNACLE AIRLINES: Union-Busting Motions Filed under Seal
PINNACLE AIRLINES: Pilots Say Rejection an Ill-Advised Distraction
PURATONE: Manitoba Pork Producer Files for Bankruptcy
REALOGY CORP: Extends Employment of Chairman & CEO Until 2016
RESIDENTIAL CAPITAL: $15-Mil. Sale Considered De Minimis

RESIDENTIAL CAPITAL: Committee Proposes Info Sharing Protocol
RESIDENTIAL CAPITAL: Examiner Wins OK for Mesirow as Advisor
RESIDENTIAL CAPITAL: Committee Retains EPIQ as Info Agent
RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to Dec. 20
RESIDENTIAL CAPITAL: Lease Decision Deadline Moved to Dec. 10

REVEL ENTERTAINMENT: Bank Debt Trades at 21% Off
REYNOLDS GROUP: Moody's Rates New $2.5BB Sr. Secured Loans 'B1'
REYNOLDS GROUP: S&P Gives 'B+' Rating on Secured Notes Due 2020
RG STEEL: Hilco & CDC JV Closes Purchase of Baltimore Mill
ROTECH HEALTHCARE: Borrows $10-Mil. Under Credit Suisse Facility

SAMSON RESOURCES: S&P Affirms 'B+' CCR; Outlook Revised to Neg
SBA COMMUNICATIONS: S&P Rates $300MM Term Loan 'BB'
SEARS HOLDINGS: Contributes $203 Million to Pension Plan
SP NEWSPRINT: Sold, Converted to Chapter 7 Liquidation
SPRINT NEXTEL: Owns 54.3% Class A Shares of Clearwire

STAFFORD RHODES: Lenders Move to Dismiss Bankruptcy Cases
TESORO CORP: Moody's Rates $925-Mil. Sr. Unsecured Notes 'Ba1'
TITAN PHARMACEUTICALS: Inks Option Pact to License Probuphine
TRAINOR GLASS: Wants Plan Filing Period Extended to Nov. 9
TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market

TRI-VALLEY CORP: U.S. Trustee Appoints 3-Member Committee
TRUMAN BANK: Closed; Simmons First National Bank Assumes Deposits
TUTOR PERINI: Moody's Cuts Corporate Family Rating to 'Ba3'
UNITEK GLOBAL: S&P Keeps 'B' Rating on $135MM Term Loan Facility
UNIVISION COMMUNICATIONS: Moody's Rates $300MM 1st Lien Notes B2

UNIVISION COMMUNICATIONS: S&P Keeps 'B+' Rating on $925MM Notes
US XPRESS: Moody's Rates $230-Mil. Sr. Secured Facilities 'B2'
VALEANT PHARMACEUTICALS: Moody's Confirms Ba3 CFR; Outlook Neg.
VALENCE TECHNOLOGY: Eyes Ch.11 Exit This Year; $10MM Loan Okayed
WATERWAYS OF MUSKOKA: In Receivership After Running Out Money

WPCS INTERNATIONAL: Reports $993,700 Net Income in July 31 Quarter
WYLDFIRE ENERGY: Has Court's Nod to Hire Ron L. Yandell as Counsel
WYLDFIRE ENERGY: Files Schedules of Assets and Liabilities

* Chelsea Targets Two More Properties With Receivership Program
* Resort Moves to Resolve Clash Over Arizona Biltmore Villas

* Moody's Says US Pharma Research Companies' Profits Will Lag
* Moody's Updates Study of Default Rates by Regional Governments
* Moody's Says Debt Ratio Tests Have Unequal Investor Protection
* Moody's Changes US Life Insurance Outlook to Negative
* Moody's Says Export Growth Won't Offset Domestic Declines

* First Circuit Appoints Diane Finkle as R.I. Bankruptcy Judge

* Large Companies With Insolvent Balance Sheets

                            *********

44 CP: Parkway Bank Wants Chapter 11 Bankruptcy Case Dismissed
--------------------------------------------------------------
Parkway Bank and Trust, Company, asks the U.S. Bankruptcy Court
for the District of Arizona to dismiss the bankruptcy case of 44
CP I Loan, LLC, and 44 CP II Loan, LLC, or, in the alternative, to
lift the automatic stay.

Parkway claims that both Chapter 11 bankruptcies were filed in bad
faith in order to frustrate the bank's rights and ability to
foreclose on the 44th & Camelback real estate.

Parkway says that it is not a creditor of the 44 CP entities.  It
loaned funds to 44th & Camelback Property, LLC, which is secured
by a first deed of trust in the real estate commonly known as 44th
& Camelback.  The Borrower continues to owe a debt to the 44 CP
Entities.

Parkway states that prior to the bankruptcy of Mortgages, Ltd.,
and prior to the Parkway loan, Mortgages made certain loans to the
Borrower secured by a deed of trust on the Property.  The proceeds
of the Parkway loan were remitted to Mortgages to reduce the then
outstanding balance of the debt owed by Borrower to Mortgages.  As
the agent for certain specified beneficiaries, Mortgages entered
into a subordination agreement with Parkway on March 12, 2008,
whereby the lien of Mortgages was expressly subordinated to the
lien of Parkway, resulting in Parkway having a properly perfected
first lien on the Property.  Parkway would not have made the loan
to the Borrower without the express subordination of the then
existing Mortgages deed of trust.

According to Parkway, the Borrower executed a Promissory Note in
favor of Parkway in the original principal amount of $18,500,000
as of Feb. 22, 2008.  Contemporaneous with the execution of the
Note, the Borrower signed a Deed of Trust granting a lien on the
Property in favor of Parkway.

"There is no dispute that Parkway holds a properly perfected first
lien on the Property.  There also is no dispute as to the validity
and effectiveness of the Subordination Agreement," Parkway says.

Parkway had scheduled a trustee's sale of the Property to occur on
July 11, 2012.  According to the Motion to Transfer Case
Assignment filed by the 44 CP Entities, on July 9, 2012, the ML
Manager LLC caused the 44 CP Entities to each file separate
petitions for relief under Chapter 11.  "It appears as though the
bankruptcy petitions were filed by or on behalf of the 44 CP
Entities in order to prevent Parkway from concluding its trustee's
sale of the Property.  In fact, a lawyer representing the 44 CP
Entities stated his clients would 'allow' Parkway to foreclose on
the Property if the 44 CP Entities would receive 10% of the 'net
sale proceeds' from the deed of trust sale or a subsequent sale of
the Property by Parkway.  The message was clear: pay us something,
even though we are a junior lender not entitled to receive
anything until you are paid in full, or we will file Chapter 11
for the 44 CP Entities," Parkway alleges.

On July 23, 2012, the 44 CP Entities each filed their Schedules &
Statements of Financial Affairs with the Court.  44 CP I reports
that it owns no real property, no personal property except a
77.005% interest in the Note and Deed of Trust secured by real
property located at 44th Street and Camelback Road in Phoenix,
Arizona, and no executory contracts or unexpired leases.  In its
Schedules, 44 CP II states that it owns no real property, no
personal property but a 92.324% interest in the Note and Deed of
Trust secured by real property located at 44th Street and
Camelback Road in Phoenix, Arizona, and no executory contracts or
unexpired leases.

In their Schedules, both 44 CP Entities report only two alleged
creditors: the Maricopa County Treasurer and Parkway.  In their
Statement of Financial Affairs, both 44 CP Entities report that
they have had no real business operations. Both admit that, among
other things, they have had no income, never made any payments to
creditors, there have been no suits, administrative proceedings,
executions, garnishments or attachments against to them.

"The value of the Property is substantially less than the
$21,251,444.46 due and owing to Parkway as of the date of the
filing of the bankruptcy petitions by the 44 CP Entities.  Based
on a cursory review of their Schedules, neither 44 CP Entity has
any means to maintain or satisfy a Chapter 11 Plan, Parkway
claims.

Parkway is represented by:

         TIFFANY & BOSCO, P.A.
         Christopher R. Kaup
         J. Daryl Dorsey
         Third Floor Camelback Esplanade II
         2525 East Camelback Road
         Phoenix, Arizona 85016-4237
         E-mail: crk@tblaw.com
                 jdd@tblaw.com

                     About 44 CP I & II

44 CP I Loan LLC and 44 CP II Loan LLC filed bare-bones Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-15286 and 12-15287) in
Phoenix on July 9, 2012.  The Debtors each estimated assets and
debts of $10 million to $50 million.  Judge Eileen W. Hollowell
oversees the case.  Mark Winkleman, as chief operating officer,
signed the Chapter 11 petition.  The Debtors are represented by
Cathy L. Reece, Esq., at Fennemore Craig, P.C.


2655 BUSH: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------
The Hon. Thomas E. Carlson of the U.S. Bankruptcy Court has
dismissed 2655 Bush LLC's Chapter 11 bankruptcy case.  The Debtor
sought the dismissal of its Chapter 11 case.  The Debtor, a single
asset real estate, completed the sale of its real property
commonly known as 2655 Bush Street, San Francisco, California.
The sale closed Aug. 16, 2012.  Through orders entered on Aug. 13,
2012, the Court authorized the sale of the Debtor's asset and
disbursement of the proceeds of sale in the satisfaction of all
secured and unsecured claims against the Debtor's estate.

                          About 2655 Bush

San Francisco, California-based 2655 Bush LLC owns a building and
associated parking garage located at 2655 Bush Street, at the
intersection of Divisadero Street, in San Francisco, California.

2655 Bush LLC filed for Chapter 11 (Bankr. N.D. Calif. Case No.
12-30388) on Feb. 8, 2012.  Judge Thomas E. Carlson presides over
the case.  The company disclosed assets of $15.04 million and
liabilities of $12.4 million.


A&S GROUP: Sec. 341 Creditors' Meeting Set for Oct. 17
------------------------------------------------------
The U.S. Trustee for the Northern District of Georgia in Atlanta
will hold a Meeting of Creditors under 11 U.S.C. Sec. 341(a) in
the Chapter 11 case of A&S Group, Inc., on Oct. 17, 2012, at 4:00
p.m. at Hearing Room 367, Atlanta.

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-
72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Sami Durukan, president.


ADS WASTE: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service assigned ratings, including a B2
Corporate Family Rating, to ADS Waste Holdings, Inc. ("ADS"), the
entity through which Veolia ES Solid Waste, Inc. will be acquired
in a leveraged transaction and combined with Advanced Disposal
Services, Inc. (Ba3, rating under review) and Interstate Waste
Services (unrated). The transaction's initial financial leverage
(debt to EBITDA mid 6x range, Moody's adjusted) is high for the
rating but should decline as synergies from the business
combination permit earnings growth and debt reduction. The rating
outlook is stable.

Ratings assigned:

  Corporate Family, B2

  Probability of Default, B2

  $300 million first lien revolver due 2017, assigned at B1,
  LGD3, 33%

  $1,650 million first lien term loan due 2019, assigned at B1,
  LGD3, 33%

  $800 million senior unsecured notes due 2020, assigned at Caa1,
  LGD5, 86%

Rating Outlook, Stable

Ratings Rationale

The B2 Corporate Family Rating balances high financial leverage
and execution risk stemming from the planned integration of the
three businesses against the non-discretionary nature of solid
waste demand, the planned organization's good scale and margin
potential, and a flexible financial position afforded from the
large revolving credit line planned. Continued modest improvement
of the U.S. economy should yield a reasonably supportive, though
not robust, operating environment for undertaking the business
combination. Breadth of the resulting solid waste network should
permit route consolidation while elimination of duplicative
administrative staff should yield better overhead efficiencies. A
particularly important aspect of the restructuring plan will be
ADS' plan to address weak performance levels at Interstate Waste
Services, where a competitive market environment has historically
generated sub par EBITDA margins. If successful in the
restructuring, EBITDA margin growth versus trailing performance of
the individual entities in the 200 bps to 300 bps range seems
probable. A pre-funded $53 million restructuring cost reserve, the
initial revolver borrowing availability of about $220 million
(after letters of credit) and ample covenant headroom should offer
enough financial flexibility to focus on the near-term operational
undertakings. Geographic diversity across the U.S. South,
Northeast and Midwest helps minimize impact from regional weakness
on the overall company. However, room for executional error will
be low because if ADS cannot achieve the planned cost synergies or
if revenue targets prove to be optimistic, interest costs and
capital maintenance spending will likely constrain free cash flow
to levels that permit only a minimal level of debt reduction,
which would be inconsistent with the leverage reduction envisioned
by the B2 CFR.

The stable rating outlook considers an adequate liquidity profile,
an operational depth of the planned management team that supports
integration prospects, and scheduled near-term debt amortizations
of only about $17 million. The outlook anticipates the ratio of
debt to EBITDA declining to the mid 5x range by mid 2014. Beyond
the expected earnings driven debt prepayments anticipated, ability
to alternatively address the performance drag of Interstate Waste
Services' historically lower margin levels through divestiture of
underperforming non-core markets factors into the outlook.

Upward rating momentum would depend on debt to EBITDA sustained in
the mid-4x range with EBITDA to interest approaching 3x. Downward
rating pressure would develop with failure to demonstrate
operating performance that enables leverage reductions.
Specifically, if the prospect of debt to EBITDA below the mid 5x
range by mid 2014 seems unlikely or if EBITDA to interest remains
below 2x a downgrade of the rating could occur. A weakened
liquidity profile, such as from tightening covenant compliance
headroom or sustained dependence on the revolver, would also
negatively pressure the rating.

The transaction will result in the payout of all the existing
rated debt of Advanced Disposal Services, Inc. Following close of
the transaction Moody's expects to withdraw all the ratings of
Advanced Disposal Services, Inc.

The principal methodology used in rating ADS Waste Holdings, Inc.
was the Solid Waste Management Industry Methodology published in
February 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.

ADS Waste Holdings, Inc. will be a vertically integrated provider
of non-hazardous solid waste disposal, transfer, recycling and
collection services to commercial, industrial, municipal and
residential customers in the Northeast, Southeast and Midwest
regions of the United States. Revenues over the last twelve months
ended June 30, 2012 of the combined entities were about $1.4
billion. The company will be owned by entities of financial
sponsor Highstar Capital.


AIRTOUCH COMMUNICATIONS: Had $2.9-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Airtouch Communications, Inc., formerly Waxess Holdings, Inc.,
filed its quarterly report on Form 10-Q, reporting a net loss of
$2.9 million on $545,444 of net revenue for the three months ended
June 30, 2012, compared with a net loss of $2.0 million on
$250,499 of net revenue for the same period during the prior year.

The Company reported a net loss of $5.0 million on $773,667 of net
revenue for the six months ended June 30, 2012, compared with a
net loss of $4.3 million on $477,217 of net revenue for the same
period a year ago.

For the six months ended June 30, 2012, net cash used from
operations was $4.8 million [2011 - $2.8 million].  The use was
primarily due to net operating losses attributable to AirTouch
Communications, Inc., of $5.1 million.

The Company's balance sheet at June 30, 2012, showed $4.7 million
in total assets, $1.9 million in total liabilities and
stockholders' equity of $2.8 million.

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

                         http://is.gd/sY8our

AirTouch Communications, Inc., formerly Waxess Holdings, Inc., is
a technology firm, located in Newport Beach, Calif., that was
incorporated in 2008 and designs innovative and state-of-the-art
wireless routers, stationary signal-enhanced cell phones, and
?Triple Play' (Voice/Data/Video over IP) portals.  The Company
offers its HomeConneX (R) products through the dealer network of a
major wireless carrier and its SmartLinX TM products through
various distributors in the US and Mexico.

                            *     *     *

As reported in the TCR on March 26, 2012, Anton & Chia, LLP, in
Irvine, California, expressed substantial doubt about Waxess
Holdings' 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 sustained
accumulated losses from operations totaling $16 million at
Dec. 31, 2011.


ALFRED SCIUBBA: Meeting to Form Creditors' Panel on Sept. 27
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Sept. 27, 2012, at 2:45 p.m. in
the bankruptcy case of Alfred Sciubba, 3rd, and Cheryl Sciubba.
The meeting will be held at:

         United States Trustee's Hearing Room
         Bridge View
         800-840 Cooper Street, Suite 102
         Camden, NJ 08102

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.

Alfred Sciubba, 3rd, and Cheryl Sciubba filed a chapter 11
bankruptcy petition (Bankr. D.N.J. Case No. 12-30952) on Aug. 23,
2012.


AMERICAN AIRLINES: Proposes Claims Objection Procedures
-------------------------------------------------------
AMR Corp. asked the U.S. Bankruptcy Court for the Southern
District of New York to approve a process for filing omnibus
objections to claims.

Approximately 13,000 proofs of claim have been filed by claimants
to recover as much as $292 billion from AMR and its affiliated
debtors.  The company plans to file omnibus objections to many of
those claims and start the claims reconciliation process so that
it can finally propose a Chapter 11 plan.

Under the proposed procedures, AMR will file omnibus objections
to no more than 100 claims at a time.  The company will also
serve a notice of the omnibus objection on each of the affected
claimants, or a complete copy of it upon the request of a
claimant.

The notice would include a description of the basis of the
objection, identification of the claims that are the subject of
the objection and other information.

The procedures are detailed in a proposed order, which can be
accessed for free at http://is.gd/gp12mz

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK to Buy One Boeing 737-823 Plane
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order authorizing American Airlines Inc. to purchase
from The Boeing Company a Boeing 737-823 aircraft bearing U.S.
Registration No. N901NN.  The court order also authorized the
airline to enter into agreements with International Lease Finance
Corp. in connection with the sale and leaseback of the aircraft.

                      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: Haynes to Represent in Port Authority Dispute
----------------------------------------------------------------
AMR Corp. has filed a motion seeking the revision of Judge Sean
Lane's order, which approved the hiring of Haynes and Boone LLP.
The company seeks to include in the order the firm's ordinary
course representation of American Airlines, Inc. in the defense of
a cross-claim filed by the Port Authority of New York and New
Jersey in Bronx County, New York.  The proposed revision, if
approved, would allow AMR to compensate the firm for the services
it provided in connection with the lawsuit.

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Committee to Review 'Whistleblower' Claims
-------------------------------------------------------------
The committee of AMR Corp.'s unsecured creditors seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to review a letter from a certain Brian McDaniel.

Mr. McDaniel submitted the letter to the bankruptcy court on
July 12 requesting that it review the Internal Revenue Service's
denial of his request for turnover of documents related to AMR.
In the letter, Mr. McDaniel identifies himself as a whistleblower.

The letter, which reportedly contains confidential information,
was filed under seal.

John Wm. Butler Jr., Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, said the committee needs a copy of the letter
to investigate the "acts and conduct" of AMR and its affiliated
debtors.

"The fact that McDaniel sent a letter to this court identifying
himself as a whistleblower implies that McDaniel has made
allegations of wrongdoing by the debtors or their agents," Mr.
Butler said in a court filing.

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: To Pay for SolomonEdwards' Fees
--------------------------------------------------
AMR Corp. asked Judge Sean Lane to revise his order which approved
the hiring of Deloitte Financial Advisory Services LLP as its
consultant.

The company proposed to revise the order dated April 25, 2012, to
provide that Deloitte FAS will pass through SolomonEdwards' fees
and expenses to AMR through July 31, 2012.

The services provided by the subcontractor for AMR are akin to
those rendered by "ordinary course" temporary staffing employees,
which do not require a separate employment application, according
to AMR lawyer, Alfredo Perez, Esq., at Weil Gotshal & Manges LLP,
in New York.

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: $48.2 Million in Fees Negotiated Down by 3%
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that at the AMR Corp. hearing in bankruptcy court on
Sept. 20, 19 professional firms will be asking the bankruptcy
judge in New York to approve $47 million in fees for four months
of work spanning the period from Nov. 29 when the case began
through the end of March.

According to the report, the fee examiner appointed by the
bankruptcy court reviewed the fee requests and negotiated 3% in
reductions from the combined original requests of $48.2 million.
The agreed reductions total $1.47 million.  The largest fee
request of $15.3 million was lodged by Weil Gotshal & Manges LLP,
the airline's chief lawyers.  Mr. Weil agreed to reduce fees by
3.3% or $498,000.

AMR, the parent of American Airlines Inc., is closing a call
center this month in Tucson, Arizona.  No longer needing the
85,000 square-foot building, AMR signed Freeport-McMoRan Corp. to
buy the facility for $5.1 million.  The report relates there will
be a hearing in bankruptcy court on Oct. 9 for approval of the
sale.

                      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 GILSONITE: $10MM Add-On Won't Impact Moody's 'B3' CFR
--------------------------------------------------------------
Moody's Investors Service said that the $10 million add-on to
American Gilsonite Holding Company's 11.5% Senior Secured Notes
due 2017 will not affect the rating on the notes or the company's
Corporate Family Rating (CFR).

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Moody's assigned a B3 Corporate Family Rating (CFR) to American
Gilsonite Holding Company (American Gilsonite) and assigned a B3
rating to its proposed $260 million senior secured notes due 2017.
The notes and existing balance sheet cash will be used to
refinance the firm's existing debt and fund a special dividend to
shareholders and pay transaction fees. The company is also
establishing a new $25 million revolving credit facility (unrated)
that will be undrawn after the completion of
the transactions. The rating outlook is stable.

American Gilsonite is a miner, processor and seller of Gilsonite,
its brand name of the mineral uintaite. Markets for Gilsonite
include oil & gas drilling (approximately 75% of revenues),
asphalt, inks and paints and foundry applications. American
Gilsonite is wholly owned by a fund managed by affiliates of
private equity firm Palladium Equity Partners, LLC. The firm had
revenues of $90 million for the twelve months ended June 30, 2012.


AMERICAN GILSONITE: S&P Keeps 'B' Rating on $270MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue rating and
'4' recovery rating on Bonanza, Utah-based American Gilsonite
Co.'s senior secured notes due 2017 remain unchanged after the
company announced it will seek to add $10 million to its existing
$260 million senior secured notes due 2017, bringing the total
issue amount to $270 million. American Gilsonite is a specialty
miner and the only producer of Gilsonite in the U.S. The company
will use the proceeds from the additional issuance to fund a
dividend to its owners. "The '4' recovery rating indicates our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default," S&P said.

"The 'B' corporate credit rating takes into account American
Gilsonite's relatively small size, scope, and reliance on a single
end market; though the company is the only producer of Gilsonite
in the U.S. and has consistently generated positive cash flow. We
view the company's business risk profile as 'vulnerable',
reflecting our opinion of the company's lack of diversity given
its single product and mine complex, dependence on the volatile
oil and gas industry, and the threat that a substitute option for
Gilsonite in drilling fluids could be developed. Our financial
risk profile score of 'aggressive' reflects American Gilsonite's
small size (with 2012 anticipated revenues of around $100
million), as well as its financial policy, which incorporates our
perspective that the company will likely use excess cash flow to
pay dividends to its private equity ownership. These factors are
balanced by American Gilsonite's history of generating positive
free cash flow and our assessment of adequate liquidity, stemming
primarily from availability under the revolving credit facility
given that the company holds minimal cash balances. American
Gilsonite mines uintaite, or Gilsonite, a naturally occurring
asphalt whose resin-like properties are used as a stabilizing
agent in oil and gas drilling fluids, as a binding element in inks
and paints, and in a variety of asphalt and foundry-related
applications," S&P said.

RATINGS LIST
American Gilsonite Co.
Corporate credit rating                 B/Stable/--
$270 mil sr secured notes due 2017      B
   Recovery rating                       4


AMTRUST FINANCIAL: 6th Cir. Finds Cease-And-Desist Order Ambiguous
------------------------------------------------------------------
When AmTrust Financial Corp. filed for bankruptcy in late 2009,
the Federal Deposit Insurance Corporation was appointed receiver
for AFC's subsidiary, AmTrust Bank.  In that capacity, the FDIC
sought payment from AFC under 11 U.S.C. Sec. 365(o), which
requires that a party seeking Chapter-11 bankruptcy fulfill "any
commitment . . . to maintain the capital of an insured depository
institution."  The FDIC argued that AFC made such a commitment by
agreeing to entry of a cease-and-desist order requiring AFC's
board to "ensure that [the Bank] complies" with the Bank's own
obligation to "have and maintain" capital ratios of 7% (Tier 1)
and 12% (total).  AFC's capital-raising plan fell through, and it
did not contribute an expected $240 million to the Bank.

The district court first denied the parties' cross-motions for
summary judgment, finding that the cease-and-desist order was
ambiguous, and then, after an advisory-jury trial, found that the
order was not a capital-maintenance commitment under section
365(o).  The FDIC appeals both rulings.

In a Sept. 14 Opinion, the U.S. Court of Appeals for the Sixth
Circuit affirmed the district court, both in its ruling that the
cease-and-desist order is ambiguous and in its ultimate finding
that the order does not contain a capital-maintenance commitment.

The case is Federal Deposit Insurance Corporation, Appellant, v.
Amtrust Financial Corporation, Appellee, No. 11-3677 (6th Cir.).
The Honorable Paul Lewis Maloney, Chief United States District
Judge for the Western District of Michigan, sitting by
designation, wrote the Sixth Circuit's opinion, a copy of which is
available at http://is.gd/JUAbdvfrom Leagle.com.

                      About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December.


ANTS SOFTWARE: CEO Receives 408,868 Common Shares for Licenses
--------------------------------------------------------------
On Aug. 29, 2012, Dr. Frank N. Kautzmann, III, ANTs Software
Inc.'s CEO, Chairman and President received 408,868 shares of the
common stock par value of $0.0001 as partial consideration of non-
exclusive licenses of Intellectual Property.

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


APOLLO MEDICAL: Had $3.2-Mil. Net Loss in July 31 Quarter
---------------------------------------------------------
Apollo Medical Holdings, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $3.2 million on $1.6 million of
revenues for the three months ended July 31, 2012, compared with a
net loss of $122,833 on $1.1 million of revenues for the three
months ended July 31, 2011.

Loss from operations was $63,026 for the three months ended
July 31, 2012, compared to a loss from operations of $83,339 in
the same period in 2011.

Loss on change in fair value of warrant and derivative liabilities
was $2.9 million for three months ended July 31, 2012, and
reflects the change in the fair value of the Company's warrant and
derivative liabilities from April 30, 2012, to July 31, 2012.

For the six months ended July 31, 2012, the Company had a net loss
of $3.4 million on $3.3 million of revenues, compared with a net
loss of $351,764 on $2.1 million of revenues for the same period
of the prior fiscal year.

The Company's balance sheet at July 31, 2012, showed $1.5 million
in total assets, $5.1 million in total liabilities, and a
stockholders' deficit of $3.6 million.

As of July 31, 2012, the Company has an accumulated deficit of
$5.5 million.

"The current operating plan indicates that losses from operations
may be incurred for all of fiscal 2013, the maturing of $270,000
of Senior Secured Notes on Sept. 15, 2012, and Oct. 15, 2012, and
the maturing of $1,250,000 in 10% Senior Subordinated Convertible
Notes on Jan. 31, 2013.  Consequently, we may not have sufficient
liquidity necessary to sustain operations for the next twelve
months and this raises substantial doubt that we will be able to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/M5VywY

                      About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospital-based services in Los Angeles, California and Central
California.

                         *     *     *

As reported in the TCR on May 21, 2012, Kabani & Company, Inc., in
Los Angeles, California, expressed substantial doubt about Apollo
Medical's ability to continue as a going concern in its report on
the Company's financial position and results of operations for the
fiscal year ended Jan. 31, 2012, saying that the Company has
accumulated deficit of $2,117,708 as of Jan. 31, 2012, negative
working capital of $266,044 and cash flows used in operating
activities of $385,455.


ATP OIL: S&P Withdraws 'D' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on U.S. oil and natural gas exploration and
production company ATP Oil & Gas. "We also withdrew our ratings on
the company's debt," S&P said.

"The ratings withdrawal reflects the lack of sufficient and timely
information necessary for us to maintain surveillance on the
ratings on ATP," S&P said.


BEECHWOOD CHEESE: In Receivership, Owes Nearly $1.2 Million
-----------------------------------------------------------
Josh Lintereur at Sheboygan Press reports that financial troubles
have led a small-batch, specialty cheese maker in southwestern
Sheboygan County, Wisconsin, to file for receivership.

Beechwood Cheese Co. made the filing last month, with the company
and a related firm reporting debts of nearly $1.2 million, and
combined assets worth less than that, though an estimated fair
market value of those assets wasn't disclosed.

Beechwood officials said that the company's cheese factory and
retail store remain open, according to the report.

Seth Dizard, a Milwaukee lawyer, is the court-appointed receiver
in the case.

Beechwood Cheese manufactures and distributes a wide range of
specialty cheeses to grocers throughout southeastern Wisconsin,
including Piggly Wiggly and Sendik's.  The company now has
approximately 25 full and part-time employees.


BEHRINGER HARVARD: Wants Plan Filing Period Extended Until Jan. 9
-----------------------------------------------------------------
BHFS I, LLC, et al., ask the Hon. Brenda T. Rhoades of the U.S.
Bankruptcy Court for the Eastern District of Texas to extend the
exclusive periods within which the Debtors can file a plan through
and including Jan. 9, 2013, and solicit acceptances for that plan
until March 11, 2013.

Exclusivity is presently set to expire on Oct. 11, 2012.  The
Debtors request an approximate 90-day extension of this deadline.

According to the Debtors, their bankruptcy case is fairly large
and complex.  They have numerous creditors, over thirty-seven
acres of office, retail, and multifamily development, and there
are multiple critical issues yet to be resolved in the Bankruptcy
Case.

The Debtors say that a critical factor that will govern the
formulation of the plan is the value of the development, and both
the lenders and the Debtors have retained professional appraisers
to opine on such value, without which it is not meaningfully
possible to propose a realistic plan, but which process should be
completed by the end of August 2012.

"The bar dates have yet to pass in the bankruptcy case, and
knowing which creditors will file which claims, and in what
amounts, is important to the formulation of a plan.  The Debtors
have been busy postpetition in litigation with the their lenders
and the City of Frisco, including a contested cash collateral
hearing and an adversary proceeding to determine the extent and
priority of the City of Frisco's liens that involve complex
issues, substantial research, briefing, and discovery, all of
which, together with the retention of various professionals and
increased business and reporting duties as a result of Chapter 11,
has diverted the Debtors' resources to some extent," the Debtors
state.

The Debtors assure the Court that their business has improved and
continues to improve on a daily basis, and that the Debtors are
cash flow positive.  They are able to pay all postpetition
obligations current and will have funds with which to fund a plan,
and that no party will be prejudiced from an extension of
Exclusivity.  The Debtors are current on their postpetition
obligations to their general unsecured creditors.

"The Debtors are engaged in ongoing good-faith negotiations with
multiple parties, the results of which, along with the Court's
resolution of the adversary proceeding commenced by the City of
Frisco, will affect the formation of a Chapter 11 plan.  The
Debtors have nonetheless commenced the plan formulation stage of
the bankruptcy case, and they continue to work on a potential plan
structure," the Debtors state.

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BEHRINGER HARVARD: Has OK to Hire FTI as Financial Advisor
----------------------------------------------------------
BHFS I, LLC, et al., sought and obtained permission from the Hon.
Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern
District of Texas to employ FTI Consulting, Inc., as the financial
advisor.

FTI Consulting will, among other things:

   a. provide financial advisory services in connection with the
      Debtors' preparation of their Chapter 11 plan;

   b. evaluate the Debtors' projections and assumptions;

   c. analyze the feasibility of the Debtors' Chapter 11 plan;

   d. provide expert witness testimony, including the preparation
      and delivery of a comprehensive written analysis and expert
      report; and

   f. review, analyze, and rebut opposing parties' expert witness
      reports, exhibits and information.

FTI Consulting will be paid at these hourly rates:

         Senior Managing Directors              $780 to $895
         Directors/Managing Directors           $560 to $745
         Consultants/Senior Consultants         $280 to $530
         Administrative/Paraprofessionals       $115 to $230

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

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BEHRINGER HARVARD: Has OK to Hire McRoberts for Appraisal Services
------------------------------------------------------------------
BHFS I, LLC, et al., obtained authorization from the Hon. Brenda
T. Rhoades of the U.S. Bankruptcy Court for the Eastern District
of Texas to employ McRoberts & Company of Texas, LP, as appraiser.

As reported by the Troubled Company Reporter on Aug. 15, 2012, the
value of the Debtors' real property and improvements is disputed
and is an important issue in many aspects of the bankruptcy case.
The value is important to the Court's consideration of the
Debtors' requested usage of cash collateral on a final basis.  The
Debtors' lender has retained its expert appraiser and, unless the
Debtors and the Estates have an expert appraiser of their own, the
Debtors, the Estates, and unsecured creditors could be severely
prejudiced.  Having an accurate and expert opinion on the value of
the Debtors' property will enable the Debtors to move forwards
towards a plan, and will provide important information to all
creditors and parties-in-interest.  McRoberts will, among other
things, collect and analyze data related to the Debtors' real
property and improvements, and conduct onsite inspections of the
property and comparable developments.

                           About BHFS

Addison, Texas-based BHFS I LLC and its affiliates, owners of the
Frisco Square master-planned development in the Dallas suburb of
Frisco, filed for Chapter 11 protection (Bankr. E.D. Tex. Case No.
12-41581 to 12-41585) on June 13 in Sherman.  The affiliates are
Behringer Harvard Frisco Square LP, BHFS II LLC, BHFS III LLC,
BHFS IV LLC, and BHFS Theater LLC.  BHFS I and BHFS II each
estimated assets and debts of $10 million to $50 million.  In its
schedules, BHFS I LLC disclosed $28,947,198 in total assets and
$13,742,348 in total liabilities.

The Debtors own and operate substantial office, retail, and
residential rental space at the highly regarded project known as
"Frisco Square," in Frisco, Texas.  The project has 103,120 square
feet of rentable office space in three buildings, 110,395 square
feet of retail space in six buildings, including a 12-screen,
41,464 square-foot Cinemark theater, and 114 high-end multifamily
rental units in two buildings, all built between 2000 and 2010.
Occupancy rates are more than 85% for the office and retail space
and almost 95% for multifamily space.

Judge Brenda T. Rhoades presides over the case.  Davor Rukavina,
Esq., and Jonathan Lindley Howell, Esq., at Munsch Hardt Kopf &
Harr, P.C., serve as the Debtors' counsel.  The petition was
signed by Michael J. O'Hanlon, president.

George H. Barber, Esq., and David D. Ritter, Esq., at Kane Russell
Coleman & Logan PC, represent Regions Bank.

Bank of America, N.A., is represented by Keith M. Aurzada, Esq.,
and John Leininger at Bryan Cave.


BELLWEST HOLDINGS: Chapter 11 Status Hearing Set for Oct. 11
------------------------------------------------------------
The Bankruptcy Court will hold a Chapter 11 Status Hearing in
Bellwest Holdings LLC's case on Oct. 11, 2012, at 10:00 a.m. at 38
S. Scott Avenue, Courtroom 446, in Tucson, Arizona.

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

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.

Bankruptcy Judge Eileen W. Hollowell presides over the case.  Eric
Slocum Sparks, Esq., at Eric Slocum Sparks PC, serves as counsel.


BERKELEY COFFEE: Had $73,700 Net Loss in July 31 Quarter
--------------------------------------------------------
Berkeley Coffee & Tea, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $73,743 on $56,172 of revenue
for the three months ended July 31, 2012, compared with net income
of $10,979 on $49,030 of revenue for the same period of the prior
fiscal year.

The Company's balance sheet at July 31, 2012, showed
$4.68 million in total assets, $4.72 million in total liabilities,
and a shareholders' deficit of $39,087.

As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Berkeley Coffee
& Tea Inc.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2012.  The
independent auditors noted that the Company has suffered recurring
losses from operations.

A copy of the Form 10-Q is available at http://is.gd/ZQtj5D

Shanghai, China-based Berkeley Coffee & Tea Inc. was incorporated
on March 27, 2009, in the State of Nevada.  Berkeley Coffee
expects to generate revenue from the marketing and sale of green
coffee beans from Yunnan, China, into the United States.  It plans
to sell green bean coffee grown in China directly to coffee
wholesalers, coffee brokers and coffee roasters in the United
States.


BERNARD L. MADOFF: Trustee Asks Rakoff to Change Mind on 16 Suits
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC filed a 39-page brief seeking to persuade U.S.
District Judge Jed Rakoff not to dismiss another 16 lawsuits on
grounds where Judge Rakoff previously ruled that suits don't hold
water.

According to the report, in a suit against HSBC Holdings Plc,
Judge Rakoff ruled last year that Madoff trustee Irving Picard
can't bring cases based on common law in the face of a defense
known as in pari delicto rule.  Judge Rakoff also ruled that the
federal Securities Litigation Uniform Standards Act bars some of
the claims Mr. Picard filed against customers who allegedly
received stolen property.  The HSBC appeal is pending in the U.S.
Court of Appeals in Manhattan.  The briefs have been filed.  Mr.
Picard's papers on Sept. 14 argued Judge Rakoff was wrong in his
earlier dismissal of similar suits.  The defendants in the suits
will file another brief on Oct. 5.  The dispute is scheduled for
hearing in Judge Rakoff's court on Oct. 15.

The report relates that Judge Rakoff previously said the
defendants believe it makes sense to wait for a ruling from the
Court of Appeals before deciding whether to dismiss the additional
suits.  Mr. Picard has several appeals pending in the Court of
Appeals.  Among them, one seeks to revive $10 billion in lawsuits
against 635 customers where Judge Rakoff ruled that Mr. Picard can
sue to recover stolen money only going back two years before
bankruptcy, not six.  From 1,000 lawsuits Mr. Picard filed, Judge
Rakoff's ruling meant the trustee would lose on $11.1 billion in
claims against customers.  Judge Rakoff left Mr. Picard the
ability to sue for two-year profits totaling about $8 billion.

The report notes that despite the adverse rulings, more than $11
billion has been collected from settlements, recoveries by the
trustee, and forfeitures to the U.S. government.  Customer claims
aggregate about $17 billion.  Mr. Picard disclosed last week that
customers will be receiving a distribution of an additional 33.5%
of their approved claims on Sept. 21.  The new distribution will
bring customers' recovery to 38.1%.

The dispute over common claims is part of Securities Investor
Protection Corp. v. Bernard L. Madoff Investment Securities LLC,
12-00115, U.S. District Court, Southern District New York
(Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BIG SKY FARMS: In Chapter 15, Canadian Insolvency Proceedings
-------------------------------------------------------------
Ernst & Young Inc., the receiver for Big Sky Farms Inc., filed a
Chapter 15 petition (Bankr. N.D. Iowa Case No. 12-01711) in the
U.S. for Canada's second-biggest hog producer.

E&Y is seeking the U.S. court's recognition of the proceedings
commenced in the Court of Queen's Bench for Saskatchewan, Judicial
Centre of Saskatoon under the Bankruptcy Insolvency Act as the
"foreign main proceeding."

According to E&Y, the Canadian proceeding contemplates a proposed
plan of arrangement for the creditors of the Debtor in the same
manner as a case under Chapter 11 of the Bankruptcy Code.

The Bank of Nova Scotia, as agent for lenders of Big Sky, sought
the receivership.

The receiver is seeking immediate imposition of the automatic stay
in order to protect all of Big Sky's assets in Iowa, including
substantial nursery, wean-to-finish pigs, and contract finisher
pigs in the possession of various contract growers located in
Northwest Iowa and pork processing plants located in Marshalltown
and Sioux Center, Iowa, and Worthington, Minnesota.

The Chapter 15 petition filed in Cedar Rapids, Iowa, estimated
US$50 million to US$100 million in assets and liabilities.


BIG SKY FARMS: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Kevin Blair Brennan
                       Senior VP, Ernst & Young, Inc.
                       Receiver

Chapter 15 Debtor: Big Sky Farms Inc.
                   by Ernst & Young Inc. as Receiver
                   10333 8th Avenue
                   Humboldt, Saskatchewan
                   Canada
                   Tel: (515) 288-2500

Chapter 15 Case No.: 12-01711

Type of Business: The Debtor is the largest hog production company
                  in Saskatchewan, Canada, and the second largest
                  in Canada.

Chapter 15 Petition Date: September 12, 2012

Court: U. S. Bankruptcy Court
       Northern District of Iowa (Cedar Rapids)

Debtor?s Counsel: Julie Johnson McLean, Esq.
                  DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
                  215 10th Street, Suite 1300
                  Des Moines, IA 50309-3993
                  Tel: (515) 288-2500
                  Fax: (515) 243-0654
                  E-mail: JulieMcLean@davisbrownlaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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


BIOMARIN PHARMACEUTICAL: S&P Withdraws 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its unsolicited
ratings on BioMarin Pharmaceutical Inc., including the 'B'
corporate credit rating, due to the lack of market interest.

"At the same time, we withdrew our unsolicited 'B' issue-level and
'4' recovery ratings on BioMarin's $172.5 million 2.5% senior
subordinated convertible notes due March 29, 2013, and $325
million 1.875% senior subordinated convertible notes due April 23,
2017," S&P said.


BIONEUTRAL GROUP: Had $642,100 Net Loss in July 31 Quarter
----------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $642,073 on $888 of revenues for the three
months ended July 31, 2012, compared with a net loss of $698,557
on $32,986 of revenues for the three months ended July 31, 2011.

For the nine months ended April 30, 2012, the Company had a net
loss of $2.0 million on $2,390 of revenues, compared with a net
loss of $2.3 million on $50,912 of revenues for the nine months
ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed
$10.2 million in total assets, $2.1 million in total
liabilities, and stockholders' equity of $8.1 million.

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

Morristown, N.J.-based BioNeutral Group, Inc. is a life science
specialty technology corporation that has developed a novel
combinational chemistry-based technology which the Company
believes can, in certain circumstances, neutralize harmful
environmental contaminants, toxins and dangerous micro-organisms
including bacteria, viruses and spores.  The Company is focused on
developing and commercializing two classes of product
formulations: (1) antimicrobials, which are formulations designed
to kill certain harmful microscopic living organisms, and (2)
bioneutralizers, which are formulations designed to destroy
certain agents that are noxious and harmful to health and/or the
environment.  The Company has not marketed any of its products and
has not generated any meaningful product revenue to date.

                           *     *     *

Marcum, LLP, in New York City, expressed substantial doubt about
BioNeutral Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2011.  The independent auditors noted that the Company has
recurring losses, had a working capital deficiency of $2.9 million
and an accumulated deficit of $53 million as of Oct. 31, 2011.


BLITZ USA: Court Approves $9.5 Million Asset Sale to Scepter
------------------------------------------------------------
Sheila Stogsdill at Tulsa World reports the U.S. Bankruptcy Court
in Wilmington, Delaware, approved a $9.5 million offer from
Toronto, Canada-based Scepter Corporation to purchase Blitz USA,
according to Philip Monckton, Scepter's vice president of sales
and marketing.  The report notes Scepter bought land, equipment
and other assets.  Scepter supplies about 20% of the USA market
with gas cans.  The report says the sale will become final on
Sept. 28, 2012.

                         About Blitz U.S.A.

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

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

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

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

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

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

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

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.


BLUEGREEN CORP: Completes $100 Million Term Securitization
----------------------------------------------------------
Bluegreen Corporation completed a private offering and sale of
$100 million of investment-grade, timeshare loan-backed notes.
The 2012-A Term Securitization consisted of the issuance of two
tranches of timeshare-loan backed notes: $79.05 million of Class A
and $20.95 million of Class B notes with note interest rates of
2.66% and 3.99%, respectively, which blended to a weighted average
note interest rate of 2.94%.  The gross advance rate for this
transaction was 89.5%.

BB&T Capital Markets acted as the bookrunner, structuring agent
and co-lead manager and RBS Securities Inc. acted as co-lead
manager.  Both BB&T Capital Markets and RBS Securities Inc. acted
as initial purchasers.

The amount of the timeshare receivables sold was approximately
$112 million, approximately $102 million of which was provided at
closing and approximately $10 million is expected to be provided
prior to Dec. 13, 2012.

The gross proceeds of $100 million were used to:

   -- repay Branch Banking and Trust Company approximately $40
      million, representing all amounts currently outstanding
      under the Company's existing purchase facility with BB&T;

   -- repay Liberty Bank approximately $35 million, under the
      Company's 2008 Liberty Bank Facility;

   -- capitalize a reserve fund; and

   -- pay fees and expenses associated with the transaction.

The remainder of the proceeds, approximately $22 million, will be
used for general corporate purposes.

While ownership of the timeshare receivables included in the 2012-
A Term Securitization is transferred and sold for legal purposes,
the transfer of these timeshare receivables will be accounted for
as a secured borrowing for financial accounting purposes.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.04 billion
in total assets, $716.94 million in total liabilities, and
$325.75 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BONDS.COM GROUP: Director Steps Down, Citing Career Change
----------------------------------------------------------
Marwan Khoueiri resigned from the Board of Directors of Bonds.com
Group, Inc., effective Sept. 10, 2012.  Mr. Khoueiri informed the
Company that due to a career change he will not be able to
continue as a director.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$10.87 million in total assets, $14.25 million in total
liabilities, and a $3.38 million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BROADWAY FINANCIAL: 2011 Report Restated; Losses Hiked to $14.3MM
-----------------------------------------------------------------
Broadway Financial Corporation has filed an amended Form 10-K for
2011 to restate the consolidated financial statements that the
Company had previously issued in its annual report on for the year
ended Dec. 31, 2011, that was filed with the SEC on
March 30, 2012.

The restatement relates to corrections of errors made in
determining the appropriate provisions for losses and charge-offs
for 2011.  The errors resulted from failure to obtain and take
into account certain appraisals of the values of properties
securing impaired loans that had been ordered and received by
Broadway Federal Bank, f.s.b. prior to the issuance date of the
Company's financial statements and failure to follow the
appropriate method for calculating expected future payments on
loans in connection with the Company's discounted cash flow
analysis for measuring impairment of loans deemed to be troubled
debt restructurings.

In addition, certain appraisals received after year-end 2011
indicated that impairment losses that had been determined using
values based on broker provided opinions of value (BPOs)
understated the losses inherent in those loans.  The Company has
discontinued its former practice of obtaining and relying upon
BPOs in connection with valuing properties securing its loans.

The amended Form 10-K included a revised discussion of results of
operations and financial condition for the year ended Dec. 31,
2011, and revised discussion of and management's report on the
Company's internal control over financial reporting.

In connection with the restatement of results for 2011, the
results of the first quarter ended March 31, 2012, which the
Company previously announced, will also be revised.

The amended statement of operations reflects a net loss of $14.25
million on $25.11 million of total interest income for the year
ended Dec. 31, 2011.  The Company previously reported a net loss
of $9.51 million on $25.11 million of total interest income in
2011.

The Company's restated balance sheet at Dec. 31, 2011, showed
$413.73 million in total assets, $395.46 million in total
liabilities, and $18.27 million in total stockholders' equity.
The Company originally reported $418.47 million in total assets,
$395.46 million in total liabilities, and stockholders' equity of
$23.01 million.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2011, Crowe Horwath LLP, in Costa
Mesa, California, raised substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a tax sharing liability to its
consolidated subsidiary that exceeds its available cash.  The
liability will be settled pursuant to the tax sharing agreement on
or before April 2, 2012, at which point the Company will run out
of operating cash.  "In addition, the Company is in default under
the terms of a $5 million line of credit with another financial
institution lender.  Finally, the Company has sustained recurring
operating losses mainly caused by elevated levels of loan losses,
and the Company and its Bank subsidiary, Broadway Federal Bank are
both under formal regulatory agreements."

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

                        http://is.gd/V1sxFs

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

The Company's balance sheet at March 31, 2012, showed $413.38
million in total assets, $390.59 million in total liabilities and
$22.79 million in total stockholders' equity.


CABLEVISION SYSTEMS: Fitch Rates New Sr. Unsecured $500MM Notes B-
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to Cablevision System
Corporation's (Cablevision; CVC) proposed $500 million issuance of
senior unsecured notes due 2022.  Proceeds generated from the
issuance are expected to be invested in CSC Holdings LLC (CSCH) to
fund the $400 million cash tender offer for CSCH's 8.5% senior
notes due 2014 ($575.6 million outstanding) and its 8.5% senior
notes due 2015 ($120.5 million outstanding).

Additionally Fitch expects the proceeds will also be used to repay
$100 million of CSCH's term loan B-2.  CSCH is a wholly owned
subsidiary of Cablevision and each have a Fitch Issuer Default
Rating of 'BB-'.  As of June 30, 2012, CVC had approximately $11.1
billion of debt outstanding.

Fitch believes the issuance is in line with Cablevision's overall
financial strategy and is modestly positive for the company's
credit profile.  The issuance and the tender improve overall
financial flexibility and address the refinancing risk associated
with its 2014 scheduled maturities (totaling $861 million) and its
2015 maturities (totaling $272 million).  Besides the extension of
the company's maturity profile, Cablevision's credit profile has
not substantially changed.

Fitch believes that CVC has sufficient capacity within the current
ratings to accommodate management's decision to increase capital
expenditures and to refrain from increasing prices during 2012.
These decisions are viewed within the context of the company's
capital allocation strategy which continues to favor shareholders.

The increased level of investment, while prudent from a
competitive standpoint, will constrain free cash flow (FCF)
generation, pressure EBITDA margin, and limit overall financial
flexibility resulting in a weaker credit profile.  However, Fitch
anticipates that capital spending and operating margin will revert
to levels closer to historical performance during 2013 and 2014,
which will drive FCF generation and position the company's credit
profile more in line with the current ratings.

Fitch expects a modest increase of CVC's leverage metric during
2012. Fitch anticipates Cablevision's consolidated leverage to
increase to 5.3x by the end of 2012 and strengthen to below 4.9x
by year-end 2013.  CVC's leverage was 5.0x as of the latest 12-
month (LTM) period ended June 20, 2012, which was in line with
leverage as of year-end 2011.  Fitch expects CVC management will
maintain the company's leverage between its target of 4x to 5x.
The target is somewhat more aggressive than CVC's investment-grade
rated cable multiple system operator peers.  Fitch does not
anticipate CVC will increase leverage beyond its target in order
to support its share repurchase program.

The decision not to increase pricing coupled with ongoing
programming expense inflation will depress EBITDA margin during
2012.  During the second quarter of 2012, CVC's telecommunication
segment margin declined nearly 320 basis points relative to the
second quarter of 2011 to 36.4%.  Fitch anticipates similar margin
performance during the remainder of 2012 before margins rebound
somewhat during 2013.

Notwithstanding the lower FCF generation, Fitch expects the focus
on shareholder returns (dividends and share repurchases) will
continue during the ratings horizon. Fitch believes that CVC will
maintain an appropriate balance between investing in its business
during 2012 and repurchasing shares.  Fitch acknowledges that
CVC's share repurchase authorization represents a significant
potential use of cash; however, the agency believes that the
company would reduce the level of share repurchases should the
operating environment materially change in order to maximize
flexibility.

Free cash flow generation (defined as cash flow from operations
less capital expenditures and dividends) from continuing
operations declined significantly to approximately $137.7 million
during the LTM period ended June 30, 2012.  After considering
increased capital expenditures and EBITDA margin pressure Fitch
estimates CVC's FCF generation will range between $200 million and
$250 million during 2012.  Going forward Fitch believes FCF
generation will approximate 7% of consolidated revenues.

Fitch considers CVC's liquidity position and overall financial
flexibility to be adequate within the current ratings.  The
company's liquidity position is supported by cash on hand and
available borrowing capacity from CSCH's $1.2 billion revolver
(expiring March 2015).  Nearly $1.2 billion of borrowing capacity
was available from the revolver as of June 30, 2012.  Going
forward, Fitch expects that scheduled credit facility amortization
will be repaid with existing cash, while maturities of senior
notes are expected to be refinanced.  Scheduled maturities total
approximately $105 million for the remainder of 2012 (including
$50 million of collateralized indebtedness) and nearly $1.1
billion during 2013 (including $307.7 million of collateralized
indebtedness).

Overall Fitch's affirmation of CVC's ratings incorporates the
solid operating profile and competitive strength of CVC's core
cable business.  In Fitch's opinion, the operating profile of
CVC's cable segment is an industry leader and has proven to be
resilient to persistent competitive pressures and weak housing and
employment markets.  CVC's cable business consistently produces
industry-leading service penetration levels, average revenue per
unit (ARPU), ARPU growth rates, and operating margins in an
increasingly competitive operating environment.

Outside of the company adopting a more aggressive financial or
acquisition strategy, which is expected to remain a key rating
consideration, the weakening of CVC's competitive position
presents the greatest concern within the company's credit profile.
The competitive pressure associated with the service overlap among
the different telecommunications service providers, while intense,
is not expected to materially change during the ratings horizon.
Innovative service offerings such as the company's deployment of a
WI-FI broadband wireless network, the introduction of a remote
storage digital video recorder service, and the emergence of
video-over-IP applications enhance the company's competitive
position. These factors have translated into sustainable strong
operating performance and FCF growth.

The Stable Outlook reflects Fitch's expectation that the company's
operating profile will strengthen during 2013 and 2014 producing
revenue growth rates, EBITDA margins, and FCF more in line with
historical performance.  Further, the Stable Outlook considers the
company accommodating non-core acquisitions, and investments in a
credit neutral manner and the absence of other leveraging
transactions.

Rating Triggers

Key considerations that can lead to positive rating actions
include:

  -- Further strengthening of the company's credit profile and
     reduction of leverage to levels approaching 4x;
  -- CVC demonstrating that its operating profile will not
     materially decline in the face of competition and the poor
     housing and employment environment.

Negative ratings actions would likely coincide with:

  -- The company's inability to strengthen its operating profile
     following its decision to increase capital expenditures and
     not take any price increase during 2012.  Specifically, Fitch
     will be looking for mid-single-digit ARPU growth, operating
     margins returning to the high 30% range and FCF generation in
     excess of $400 million;

  -- A management decision to increase leverage greater than 6x to
     repurchase shares, fund a large dividend, or fund a non-core
     investment or acquisition in the absence of a clear path to
     de-lever the company to within its current leverage target
     will likely spur a negative rating action.


CABLEVISION SYSTEMS: Moody's Rates $500-Mil. Bond Issuance 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$500 million bond issuance of Cablevision Systems Corporation
(Cablevision). The company expects to use proceeds primarily to
repay existing debt. Moody's also affirmed the Ba2 corporate
family and probability of default ratings.

A summary of the action follows.

Cablevision Systems Corporation

    Affirmed Ba2 Corporate Family Rating

    Affirmed Ba2 Probability of Default Rating

    Senior Unsecured Bonds, Assigned B1, LGD5, 89%

    8% Senior Unsecured Bonds due April 2020, Affirmed B1, LGD
    adjusted to LGD5, 89% from LGD6, 91%

    8.625% Senior Unsecured Bonds due Sept 2017, Affirmed B1, LGD
    adjusted to LGD5, 89% from LGD6, 91%

    7.75% Senior Unsecured Bonds due April 2018, Affirmed B1, LGD
    adjusted to LGD5, 89% from LGD6, 91%

    Affirmed SGL-2 Speculative Grade Liquidity Rating

    Outlook, Stable

CSC Holdings, LLC

    Senior Secured Bank Credit Facility, Affirmed Baa3, LGD
    adjusted to LGD2, 19% from LGD2, 18%

    6.75% bonds due Nov 2021, Affirmed Ba3, LGD4, 63%

    8.5% bonds due April 2014, Affirmed Ba3, LGD adjusted to
    LGD4, 63% from LGD4, 66%

    8.5% bonds due June 2015, Affirmed Ba3, LGD adjusted to LGD4,
    63% from LGD4, 66%

    7.875% bonds due Feb 2018, Affirmed Ba3, LGD adjusted to
    LGD4, 63% from LGD4, 66%

    7.625% bonds due July 2018, Affirmed Ba3, LGD adjusted to
    LGD4, 63% from LGD4, 66%

    8.625% bonds due Feb 2019, Affirmed Ba3, LGD adjusted to
    LGD4, 63% from LGD4, 66%

    Outlook, Stable

Newsday LLC

    Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
     adjusted to LGD4, 63% from LGD4, 66%

Outlook, Stable

Ratings Rationale

Moody's expects the transaction to provide cost effective capital
to address upcoming debt maturities, improving the liquidity
profile. Depending on timing of debt repayment with proceeds from
the issuance, gross debt may rise temporarily, but Moody's expects
the bulk of the proceeds to eventually reduce debt.

Moody's expects Cablevision's credit metrics to continue to
deteriorate over the next year due to its strategy of increased
investment and more aggressive pricing, elevating credit risk and
positioning the company weakly within its Ba2 CFR. However, the
affirmation of the Ba2 CFR and stable outlook incorporate
expectations that as the benefits of the strategy take hold and
some of the necessary spending wanes, the credit profile will
begin to improve in late 2013. Furthermore, Moody's affirmed the
SGL-2 speculative grade liquidity rating and believes
Cablevision's good liquidity affords it the time and flexibility
for this investment.

Moody's expects Cablevision to maintain its industry leading
revenue per homes passed and penetration across video, data and
voice products despite the intense competition from Verizon FiOS,
which supports asset value and the Ba2 corporate family rating.
The sizeable customer base also provides a reasonably stable
stream of cash flow. However, Moody's expects free cash flow to
deteriorate over the next year as Cablevision spends heavily to
enhance its competitive position, which elevates credit risk and
positions the rating weakly. Despite expectations for only neutral
to marginally positive free cash flow in 2012, Cablevision
maintains good liquidity from balance sheet cash and its revolving
credit facility, affording the company with time for benefits of
its strategy to take hold. Management's track record of
shareholder oriented activity and investments in risky, non-core
assets continues to constrain the rating, but Moody's expects
management to moderate this activity as it focuses on adding
innovative products and services and improving its competitive
position in its core cable business. Also, Cablevision's non-cable
segments, including Newsday, have been consuming less cash in the
last few quarters, and cost efficiencies and the potential sale of
Clearview Cinemas could further stem the cash burn of these
operations and improve the consolidated credit profile.

The stable outlook incorporates expectations that credit metrics
will improve in 2013 such that leverage falls below 5 times debt-
to-EBITDA and free cash flow increases from expected 2012 levels
of less than $50 million. The stable outlook also assumes
maintenance of good liquidity and strong operating metrics,
including a triple play equivalent ratio of around 50% and annual
revenue per homes passed of over $1100.

Moody's would consider a negative outlook or downgrade based on
expectations for leverage to remain at or above 5 times debt-to-
EBITDA beyond 2013 or for lack of improvement in free cash flow or
deterioration of the liquidity profile. Evidence of weakening
subscriber trends or inability to improve margins from currently
depressed levels of the first half 2012 could also have negative
ratings implications.

The weak credit metrics and management's track record of
shareholder oriented activity and risky investments constrain the
rating. Upward momentum is highly unlikely absent management
commitment to a more conservative profile and expectations for
leverage sustained around 4 times debt-to-EBITDA and free cash
flow to debt in the high single digits. An upgrade would also
require evidence of resilience of the operations to competition.

The principal methodology used in rating Cablevision Systems
Corporation was the Global Cable Television Industry Methodology
published in July 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation serves approximately 3 million video customers, 2.8
million high speed data customers, and 2.3 million voice customers
in and around the New York metropolitan area, as well as about 300
thousand video, 275 thousand high speed data, and 165 thousand
voice customers in Montana, Wyoming, Colorado and Utah following
its acquisition of Bresnan Broadband Holdings LLC in December
2010. Cablevision is the direct parent of CSC Holdings, Inc, which
also owns Newsday LLC, the publisher of Newsday and other niche
publications.


CABLEVISION SYSTEMS: S&P Keeps 'B+' Rating on $750MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said Cablevision Systems
Corp.'s upsizing of its senior notes due 2022 to $750 million from
$500 million does not affect its 'B+' issue rating or '6' recovery
rating on that debt. "We did, however, raise our issue-level
rating to 'BB+' from 'BB' on an aggregate of approximately $3
billion of senior unsecured debt at Cablevision unit CSC Holdings
LLC and on $650 million of secured debt at Newsday LLC. That
upgrade reflects our revision of the recovery rating on that debt
to '2' from '3'. The upgrade on the Newsday LLC loan reflects that
the primary source of recovery for those creditors would come
through the unsecured guarantee provided by CSC Holdings LLC. The
'2' recovery rating indicates our expectation of substantial (70%
to 90%) recovery of principal in the event of a payment default.
The improved recovery prospects are a direct result of the new
$750 million of Cablevision notes. The company intends to use the
proceeds to repay debt at the CSC Holdings LLC level;
specifically, issue proceeds will repay approximately $600
million (in aggregate) of two unsecured notes issues and $150
million of bank debt," S&P said.

"Other ratings on Cablevision and subsidiaries, including its 'BB'
corporate credit rating, are not affected by the debt issuance.
The outlook remains stable," S&P said.

RATINGS LIST

Cablevision Systems Corp.
Corporate Credit Rating         BB/Stable/--
$750 mil. senior nts due 2022   B+
   Recovery Rating               6

Upgraded; Recovery Rating Revised
                                 To             From
CSC Holdings LLC
Senior Unsecured                BB+            BB
   Recovery Rating               2              3

Newsday LLC
Senior Secured                  BB+            BB
   Recovery Rating               2              3


CBS I LLC: Has Nod to Employ Marquis Aurbach as Attorneys
---------------------------------------------------------
CBS I, LLC, obtained permission from the U.S. Bankruptcy Court for
the District of Nevada to employ Marquis Aurbach Coffing as its
attorneys.

As reported by the Troubled Company Reporter on July 4, 2012,
Marquis Aurbach will, among other things, advise the Debtor of its
rights and obligations and performance of its duties during
administration of the Chapter 11 case, and assist the Debtor in
formulating a plan of reorganization and disclosure statements and
to obtain approval and confirmation thereof.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.


CBS I LLC: Dmitri Dalacas Continues as Attorney for State Suits
---------------------------------------------------------------
CBS I, LLC, obtained authorization from the U.S. Bankruptcy Court
for the District of Nevada to employ Flangas McMillan Law Group as
its special counsel to allow Dmitri Dalacas, a member of the firm,
to continue his representation of the Debtor.

Mr. Dalacas has previously represented the Debtor in prepetition
state court action, as well as its counsel on corporate and
landlord/tenant related matters.  Mr. Dalacas has also represented
the Debtors' members in other litigation and transactional
matters, but will not be representing these members in their
personal capacities in this case.  Mr. Dalacas will, among other
things, advise the Debtor of its state court rights and
obligations, if any, and performance of its duties during the
administration of the bankruptcy cases.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.


CBS I LLC: U.S. Trustee Unable to Form Creditors' Committee
-----------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, informs the
U.S. Bankruptcy Court for the District of Nevada that he is unable
to appoint a committee of creditors holding unsecured claims
against CBS I, LLC.  The Acting U.S. Trustee has solicited the
eligible creditors listed by the Debtor, but there was an
insufficient response to the solicitation to form a committee.

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Debtor scheduled assets of
$19,356,448 and liabilities of $19,422,805.  Judge Mike K.
Nakagawa presides over the case.  Jeff Susa signed the petition as
manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.


CHAMPION INDUSTRIES: Incurs $593,000 Net Loss in July 31 Quarter
----------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $592,960 on $26.34 million of total revenues for the
three months ended July 31, 2012, compared with net income of
$876,477 on $25.59 million of total revenues for the same period
during the prior year.

The Company reported a net loss of $21.69 million on
$80.15 million of total revenues for the nine months ended July
31, 2012, compared with net income of $1.44 million on $76.60
million of total revenues for the same period a year ago.

The Company's balance sheet at July 31, 2012, showed
$51.21 million in total assets, $51.98 million in total
liabilities, and a $767,157 total shareholders' deficit.

Marshall T. Reynolds, chairman of the board and chief executive
officer of Champion, said, "Our first nine months of 2012 were
negatively impacted by two charges associated with certain non-
cash events.  When we step back and look at the fundamental
operations of the Company we have grown sales for the year to date
period to $80.2 million from $76.6 million in the previous year or
4.6% and when we look at the third quarter of 2012 compared to the
prior year we have grown sales 2.9%.  We believe this is
indicative of our ability to successfully operate our businesses
while devoting substantial efforts, funds and resources to
identify an appropriate deleveraging path with our secured
lenders.  As a result of these actions we incurred approximately
$1.4 million in increased non-legal professional fees primarily
associated with actions associated with our credit facilities.
The Company continues to work diligently to implement a
restructuring plan submitted to our secured lenders and we believe
certain facets of this plan will improve overall productivity and
efficiency of the Company while assisting in addressing credit
challenges to assist in a refinancing.  The Company continues to
remain focused on our customer base and is cognizant of the need
to allocate resources to assure we are serving the needs of our
customers.  We also must address our secured lenders concerns and
identify a path to refinancing our credit which will be beneficial
for all stakeholders."

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

                        http://is.gd/tUMNBr

                     About Champion Industries

Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV.  The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising.  Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.

The Company reported a net loss of $3.97 million for the year
ended Oct. 31, 2011, compared with net income of $488,134 during
the prior year.


CITIZENS CORP: Lowery Gets Judge's Approval to Pursue Claim
-----------------------------------------------------------
Brian Reisinger, senior staff reporter at Nashville Business
Journal, reports that Ed Lowery, the chairman of Citizens Corp.,
was granted Bankruptcy Court authority to pursue claims that
Legends Bank damaged his personal financial situation when it and
a group of lenders attempted to exercise control over Citizens
subsidiary Financial Data Technology Corp.  Bankruptcy Judge
Marian Harrison granted Mr. Lowery relief from the automatic stay,
in part, to pursue that claim, but denied his request to go after
FiData head Jean Ramsey.

According to Nashville Business Journal, Mr. Lowery's attorney
Nader Baydoun, Esq., at Baydoun & Knight in Nashville said: "There
are two positives: One, we can pursue the claim against Legends
Bank now . . . Secondly, even with a stay applying to Jean Ramsey,
the bankruptcy proceeding will come to an end reasonably soon."

The report relates the lender group -- originally led by Tennessee
Commerce Bank in Franklin before it failed in January -- has won
repeated victories in its argument that Mr. Lowery can't be
trusted to settle Citizens' debts.  Judge Harrison has appointed
Gary Murphey to oversee Citizens, and his plan to sell FiData has
received approval and was due to close Sept. 14, according to the
report.

The report adds Mr. Lowery is also under siege by a range of banks
and former business associates suing him for business deals gone
bad.  Beyond that, his dealings are part of a federal
investigation probing whether any fraudulent activity was involved
in his unraveling or relationship with banks.

The report notes permission to pursue Legends -- opponents had
contended that would interfere with Mr. Murphey's ability to
resolve the Citizens morass -- is a watershed.  But it remains to
be seen whether Mr. Lowery will get any traction in that case in
Chancery Court.

                      About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens listed assets and liabilities showing property worth
$40.1 million and debt of $17.8 million.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


CITIZENS REPUBLIC: Moody's Reviews Ratings for Upgrade
------------------------------------------------------
Moody's Investors Service placed the ratings of FirstMerit Bank
(FirstMerit) on review for downgrade. FirstMerit has a standalone
bank financial strength rating (BFSR)/baseline credit assessment
(BCA) of B-/a1 and deposit ratings of A1/Prime-1. FirstMerit's
holding company, FirstMerit Corporation, is unrated. In a related
action, Moody's placed the ratings of Citizens Republic Bancorp,
Inc. (Citizens) and its subsidiaries on review for upgrade.
Citizens' lead bank, Citizens Bank, Michigan, has a standalone
BFSR/BCA of D-/ba3 and deposit ratings of Ba3/Not Prime. Its
holding company's issuer rating is B2.

Ratings Rationale

The rating reviews follow the announcement that FirstMerit has
entered into a definitive agreement to acquire Citizens in an all-
stock transaction valued at $912 million. The transaction is
expected to close in Q2 2013.

Moody's said the review of FirstMerit will focus on the challenges
associated with integrating a comparatively large and weak bank
that will also extend its franchise into new markets, specifically
Michigan and Wisconsin. Citizens is FirstMerit's largest
acquisition to date at approximately $10 billion in assets or 65%
of FirstMerit's balance sheet.

Citizens' weak credit profile reflects the severe asset quality
deterioration that it experienced during the financial crisis and
the negative effect that had on its capital position. Although
Citizens executed an aggressive and successful strategy to reduce
its problem assets in 2010-11, the depth of its credit problems
constrained its ability to invest in its franchise, which is
concentrated in the challenged Michigan market. Because of its
capital strength, Moody's believes FirstMerit is better positioned
to deal with Citizens' challenges. However, it faces significant
integration risk from this transaction while it continues to
expand in the competitive Chicago market.

Moody's said the review for upgrade on Citizens' ratings will
focus on the likelihood of completion of the transaction with
FirstMerit. If the transaction is completed as planned, Moody's
expects that Citizens' ratings will match those of FirstMerit.
Moody's expects to complete its review upon completion of the
transaction.

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

FirstMerit Corporation is headquartered in Akron, Ohio and
reported assets of $14.6 billion at June 30, 2012.

Citizens Republic Bancorp, Inc. is headquartered in Flint,
Michigan and reported assets of $9.6 billion at June 30, 2012.


CLARE OAKS: Bondholders Recovering 45% Under Plan
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Clare Oaks is on track to emerge from the Chapter 11
reorganization begun in December under a reorganization plan
sponsored by secured bondholders owed $95.8 million.

According to the report, an attempt at selling the facility
generated an offer of $16 million which the bondholders found
insufficient since it would have generated only $10 million for
them after paying expenses and the loan financing the bankruptcy.
The bondholders submitted their own plan.

The report relates that the bankruptcy court in Chicago approved
the explanatory disclosure statement last week.  A confirmation
hearing for approval of the plan is set for Oct. 25.  Bondholders
are settling aside some cash that could pay as much as 2.7% on
$1.9 million in unsecured debt.  For a projected 45% recovery,
bondholders will receive $40 million in new second-lien bonds that
will pay interest only at 4% for 15 years.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.

                         About Clare Oaks

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

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

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

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

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


CLEAR CHANNEL: Bank Debt Trades at 19% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.16 cents-on-the-dollar during the week ended Friday,
Sept. 14, an increase of 3.63 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
365 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Jan. 30, 2016, and carries Moody's 'Caa1'
rating and Standard & Poor's 'CCC+' rating.  The loan is one of
the biggest gainers and losers among 169 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                         About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on $2.96
billion of revenue.  Clear Channel reported a net loss of $302.09
million on $6.16 billion of revenue in 2011, compared with a net
loss of $479.08 million on $5.86 billion of revenue in 2010.  The
Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLEARWIRE CORP: Intel Owns 14.3% of Class A Shares as of Aug. 29
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that as of
Aug. 29, 2012, it beneficially owns 94,076,878 share of Class A
Common Stock of Clearwire Corporation representing 14.3% of the
shares outstanding.  Intel previously reported beneficial
ownership of 94,076,878 Class A shares as of June 8, 2012.  A copy
of the amended filing is available for free at http://is.gd/ccJFws

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013. We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


CLEARWIRE CORP: Sprint Nextel Owns 54.3% of Class A Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of Aug. 29, 2012, they beneficially own
705,359,348 shares of Class A Common Stock of Clearwire
Corporation representing 54.3% of the shares outstanding.  Sprint
Nextel previously reported beneficial ownership of 57% of class A
shares as of June 8, 2012.  A copy of the amended filing is
available for free at http://is.gd/isLi5M

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.


                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013. We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


CLINICA REAL: Files for Chapter 11 Amid Dispute With State Farm
---------------------------------------------------------------
Clinica Real, LLC, filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-20451) in Phoenix, Arizona, on Sept. 13.

Clinica Real, doing business as Clinica Real Rehabilitation &
Chiropractic, disclosed $10.5 million in assets and $29.8 million
in liabilities.

The Debtor has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.

Most of the claims against the Debtor are unsecured.  State Farm
has an unsecured claim of $29 million, which the Debtor says is
disputed.

A copy of the Debtor's schedules is available at:

     http://bankrupt.com/misc/azb12-20451.pdf

A meeting of creditors is scheduled for Oct. 16, 2012, at 10:00
a.m.


COCOPAH NURSERIES: Latin Lady Leaves Creditors' Committee
---------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, has dropped
Latin Lady Ranch LLC from the Official Committee of Unsecured
Creditors in the Cocopah Nurseries of Arizona, Inc. bankruptcy
case.

The Committee now consists of:

       1. JENSEN FAMILY TRUST/OASIS RANCH MANAGEMENT, INC.
          Attn: Dennis J. Jensen
          P.O. Box 818
          Coachella CA 92236
          Tel: 760-398-8850
          Fax: 760-398-8851
          E-mail: dennis@seaviewsales.com

       2. FOSTER-GARDNER, INC.
          Attn: Mitch Moldenhauer
          1517 First Street
          Coachella CA 92236
          Tel: 760-398-6151
          E-mail: mitch@foster-gardner.com

       3. COACHELLA VALLEY WATER DISTRICT
          Attn: Kay Godey or Roger Galli
          85-995 Avenue 52
          Coachella CA 92236
          Tel: 760-398-2661
          Fax: 760-568-1784
          E-mail: kgodbey@cvwd.org
                  rgalli@cvwd.org

       4. TURCO FARMS/TURCO DESERT COMPANY INC.
          ATTN: John E. Turco
          P.O. Box 2437
          San Jose CA 95109
          Phone: 408-297-2026
          Fax: 408-297-4825

       5. MCKEEVER WATERWELL & PUMP SERVICE, INC.
          Attn: Jesse McKeever
          49024 Croquet Court
          Indio CA 92201
          Phone: 760-399-4237
          Fax: 760-399-4239
          E-mail: mckeeverwaterwell@msn.com

       6. KENNY STRICKLAND, INC.
          Attn: Kenny Strickland
          PO Box 998
          Coachella CA 92236
          Phone: 760-398-2031
          Fax: 760-398-1921
          E-mail: lourdes@kennystrickland.com

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.

The Official Committee of Unsecured Creditors is represented by
Allen, Sala & Bayne, PLC.


COCOPAH NURSERIES: Creditors' Panel Can Hire Allen Sala as Counsel
------------------------------------------------------------------
The Official Joint Committee of Unsecured Creditors of Cocopah
Nurseries of Arizona, Inc., et al., sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Arizona to retain Allen, Sala & Bayne, PLC, as attorney.

ASB will:

      a. provide legal advice to the Committee on any issues in
         these cases, including,  without  limitation,  issues
         relating to its rights and responsibilities in these
         cases, asset valuations, asset sales, contracts,
         financing, leases, litigation, Plans of Reorganization
         and Disclosure Statements;

      b. represent the Committee at hearings set by the Court in
         the bankruptcy cases; and

      c. prepare necessary applications, motions, complaints,
         answers, orders, reports or other legal papers for filing
         with the Court.

ASB will be paid at these hourly rates:

         Members                            $305-$375
         Associates                         $175-$255
         Legal Assistants & Law Clerks      $115-$135

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

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COCOPAH NURSERIES: Can Hire Focus Management as Financial Advisor
-----------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., obtained permission
from the Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona to employ Focus Management Group USA,
Inc., as financial advisor.  Focus Management will, among other
things, assist in connection with the Debtors' Chapter 11 filing
including preparation of cash forecasts, budgets, projections, and
filing documents.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COCOPAH NURSERIES: Has Nod to Hire Squire Sanders as Attorneys
--------------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., obtained permission
from the Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona to employ Squire Sanders (US) LLP as
counsel.  Squire Sanders will, among other things, advise the
Debtors with respect to their powers and duties as debtors-in-
possession in the continued management and operation of their
business and property.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COLONIAL REALTY: Moody's Raises Sr. Unsecured Rating From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Colonial Realty Limited Partnership to Baa3 from Ba1. The outlook
is stable.

Ratings Rationale

The rating action reflects Colonial's success in executing on its
plan to improve its balance sheet and simplify its business
structure in recent years. Effective leverage has decreased to
45.2% at 2Q12 from 50.6% in 2Q10 through issuances of common
stock, sales of non-core assets and repurchases of senior notes
and preferred stock. Reduced effective leverage, in concert with
strong multifamily market fundamentals, has benefited CLP's net
debt to EBITDA and fixed charge coverage. Net debt to EBITDA has
improved to 8.6X at 2Q12 (6 months annualized EBITDA) from 9.4X at
2Q10 and fixed charge coverage increased to 2.2X from 1.7X over
the same period. Moody's expected net debt to EBITDA to fall below
8.0X over the near-term. Importantly, Colonial Properties has
exited most of its joint ventures, supporting the simplification
of its business model.

Colonial Properties liquidity is solid and the REIT has a very
manageable debt maturity schedule. Debt maturities through 2014
can be covered with current (as of 2Q12) bank line availability
and cash on hand. Moody's also indicated that the REIT's credit
profile benefits from a healthy and high-quality pool of
unencumbered assets and a low FFO payout ratio. These positive
factors are offset by the company's still high net debt to EBITDA
and low fixed charge coverage, though these metrics are improving
with the strength in multifamily fundamentals. The rating also
accounts for Colonial's moderate development appetite through
business cycles.

Moody's stated that an upgrade would be predicated upon the
following: (1) a reduction in leveragewith net debt to recurring
EBITDA approaching 7.0X, while maintaining effective leverage
below 45%; (2) fixed charge coverage at or over 2.5X on a
sustained basis; (3) secured debt less than 15% of gross assets;
and, (4) development remaining less than 10% of gross assets. A
downgrade could result should the following occur: (1) net debt to
recurring EBITDA above 9.0X on a sustained basis, (2) effective
leverage over 50%; (3) fixed charge coverage at or below 2.0X on a
sustained basis; and, (4) development above 15% of gross assets.

The following ratings were upgraded with a stable outlook:

  Colonial Properties Trust -- preferred stock shelf to (P) Ba1
  from (P) Ba2

  Colonial Realty Limited Partnership -- senior unsecured debt to
  Baa3 from Ba1 and senior unsecured debt shelf to (P) Baa3 from
  (P) Ba1

Moody's last rating action with respect to Colonial Properties was
on September 6, 2011 when Moody's affirmed the ratings of Colonial
and revised the outlook to positive from stable.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Colonial Properties Trust is a REIT based in Birmingham, Alabama,
USA, that owns, operates and develops multifamily assets, and
manages and develops select commercial assets in the Sunbelt
region of the United States. As of June 30, 2012, the REIT had
$3.3 billion in book assets and $1.2 billion in book equity.


COMARCO INC: Reports $151,000 Net Income in July 31 Quarter
-----------------------------------------------------------
Comarco, Inc., filed its quarterly report on Form 10-Q, reporting
net income of $151,000 on $1.7 million of revenue for the three
months ended July 31, 2012, compared with a net loss of
$1.9 million on $1.9 million of revenue for the three months ended
July 31, 2011.

For the six months ended July 31, 2012, the Company had a net loss
of $561,000 on $3.9 million of revenue, compared with a net loss
of $3.2 million on $4.9 million of revenue for the six months
ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed $5.2 million
in total assets, $7.0 million in total liabilities, and a
stockholders' deficit of $1.8 million.

As of July 31, 2012, the Company had negative working capital of
approximately $2.0 million.  In order for the Company to continue
its operations for the next twelve months and to be able to
discharge its liabilities and commitments in the normal course of
business, it must increase sales, reduce operating expenses, and
potentially raise additional funds, through either debt and/or
equity financing to meet its cash requirements during the next
twelve months.  "No assurance can be given, however, that will be
successful in meeting those cash requirements."

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

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO.PK)
-- http://www.comarco.com/-- is a designer, developer, and
provider of innovative mobile power solutions through its
ChargeSource(R) line of multi-function universal power products.

                           *     *     *

As reported in the TCR on May 3, 2012, Squar, Milner, Peterson,
Miranda & Williamson, LLP, in Newport Beach, California, expressed
substantial doubt about 's ability to continue as a going concern,
following the Company's results for the fiscal year ended Jan. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flow from
operations, has had declining working capital and uncertainties
surrounding the Company's ability to raise additional funds.


COMMUNITY TOWERS: Has OK to Expand Murray's Scope of Employment
---------------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California has amended, at the behest of
Community Towers I, LLC, et al., the order authorizing employment
of bankruptcy counsel Murray & Murray, A Professional Corporation
to broaden the authorized scope of employment as counsel.

Murray & Murray is now representing the Debtors in negotiations
and proceedings involving bankruptcy cases of third parties,
including counseling the Debtors and pursuing affirmative relief
in the cases to protect and enforce the Debtors' rights.  The
Debtor in October 2011 obtained approval to hire Murray as
bankruptcy counsel.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.


CONVERTED ORGANICS: Has 469.9 Million Outstanding Common Shares
---------------------------------------------------------------
On Jan. 3, 2012, Converted Organics entered into an agreement with
an institutional investor whereby the Company agreed to sell to
the investor twelve senior secured convertible notes.  The initial
January Note was issued on Jan. 3, 2012, in an original principal
amount of $247,500.  The remaining eleven January Notes will each
have an original principal amount of up to $237,600.  Each January
Note matures eight months after issuance.  The total face value of
the twelve notes under this agreement will be $2,861,100, assuming
each note is sold for the full face value, to the investor, of
which there is no assurance. The January Notes are convertible
into shares of the Company's common stock at a conversion price
equal to 80% of lowest bid price of the Company's common stock on
the date of conversion. Also, as previously reported on March 12,
2012, the Company entered into an agreement with two investors,
pursuant to which the Company agreed to effect an additional
closing under the
Jan. 12, 2012, convertible note in which the Company issued the
buyers new notes having an aggregate original principal amount of
$550,000.  As of Sept. 7, 2012, the total principal outstanding on
these notes was $1,671,560.

As of Sept. 14, 2012, the principal amount of the Notes is
$1,541,960.  From Sept. 10, 2012, until Sept. 14, 2012, a total of
$129,600 in principal had been converted into 101,694,892 shares
of common stock.  Since the issuance of the Original Note and the
additional closing, a total of $575,100 in principal has been
converted into 289,460,889 shares of common stock (after effect of
the November 2011 and March 2012 reverse stock splits).  The Note
holders are accredited investors and the shares of common stock
were issued in reliance on Section 3(a)(9) under the Securities
Act of 1933, as amended.

As of Sept. 14,2012 the Company had 469,991,361 shares of common
stock outstanding.

                     About Converted Organics

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

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

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

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


COOPERATIVE COMMS: Settles Dispute With Verizon Communications
--------------------------------------------------------------
Linda Moss at The (N.J.) Record reports that Louis Lombardi, Jr.,
the chief operating officer of Cooperative Communications, said
the company has settled with its vendors, including the biggest,
Verizon Communications, whom Cooperative blamed for forcing it to
file for bankruptcy.

"It was a dispute with Verizon that we thought we had resolved,
and at the last minute we couldn't resolve it," the report quotes
Mr. Lombardi as saying.  "So we filed to take advantage of the
automatic stay provision of the bankruptcy.  It wasn't a financial
issue."

The report notes Lee Gierczynski represents Verizon.

The report relates the Company is in the process of crafting its
reorganization plan, which hasn't been filed yet.  "We finalized
our administrative paperwork just recently, and right now we're
focused on swiftly emerging from Chapter 11," Mr. Lombardi said.

Based Lyndhurst, New Jersey, Cooperative Communications Inc. filed
for Chapter 11 protection on July 10, 2012 (Bankr. D. N.J. Case
No. 12-27319).  Judge Novalyn L. Winfield presides over the case.
Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
P.A., represents the Debtor.  The Debtor both estimated assets and
debts of between $1 million and $10 million.


COPYTELE INC: Had $629,100 Net Loss in July 31 Quarter
------------------------------------------------------
CopyTele, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $629,102 on $249,470 of net revenue for the three
months ended July 31, 2012, compared with a net loss of
$1.8 million on $450,360 of net revenue for the three months ended
July 31, 2011.

For the nine months ended July 31, 2012, the Company had a net
loss of $2.4 million on $946,735 of net revenue, compared with a
net loss of $4.6 million on $554,233 of net revenue for the nine
months ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed $5.9 million
in total assets, $6.8 million in total liabilities, and a
shareholders' deficit of $893,071.

According to the regulatory filing, based on information presently
available, the Company does not believe that its existing cash,
cash equivalents, and investments in certificates of deposit,
together with cash flows from expected sales of its encryption
products and revenue relating to its display technologies, and
other potential sources of cash flows or necessary expense
reductions including employee compensation, will be sufficient to
enable it to continue its marketing, production, and research and
development activities for 12 months from the end of this
reporting period.  "Accordingly, there is substantial doubt about
our ability to continue as a going concern.:

A copy of the Form 10-Q is available at http://is.gd/fYg76V

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.




CORELOGIC INC: Moody's Affirms 'Ba2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed CoreLogic, Inc.'s Ba2 corporate
family rating (CFR) and probability of default rating (PDR).
Moody's also raised CoreLogic's speculative grade liquidity rating
to SGL-1 from SGL-2 and changed its ratings outlook to stable from
negative.

Ratings Rationale

The outlook revision to stable reflects Moody's expectation that
CoreLogic's profits and cash flows will continue to improve
through 2013 and that financial policies will remain disciplined.
Despite the potential for a 25% decline in 2013 mortgage
originations due to waning refinancing activity and the prolonged
foreclosure moratoriums imposed by many of the leading banks,
Moody's expects CoreLogic to continue to improve its overall
operating performance. The decrease in mortgage origination
services will likely be more than offset by the increased demand
for risk and fraud analytics by lenders and ongoing market share
shifts from in-house processors.

In addition, CoreLogic is benefiting from well-executed cost
reduction strategies. Moody's anticipates operating margins to be
sustained in the high teens percentage through 2013. CoreLogic
also has relatively modest leverage (adjusted debt to EBITDA of
2.5 times by the end of 2012) and very good liquidity (including
cash of over $250 million and Moody's expectation of annual free
cash flow of about $200 million). This provides CoreLogic with a
buffer to withstand weak market conditions, which are likely to
persist through 2013.

The stable outlook also reflects Moody's view that the uncertainty
regarding future financial policies has been mitigated by the
recovery in the business, which reduces the likelihood of event
risk in the near-term. While a significant activist shareholder
appears to have been appeased for now, it remains to be seen to
what extent CoreLogic will engage in shareholder friendly actions
in the future.

CoreLogic's Ba2 CFR reflects the company's strong market position
within the mortgage settlement services market built on long-
standing relationships with several of the largest financial
institutions. This profile leads to generally predictable revenue
and cash flow, as reflected by solid financial performance through
the last economic cycle. However, adverse market conditions (e.g.,
weak housing market, regulatory scrutiny, foreclosure moratorium,
etc.) will continue to challenge operating results as originations
and default services will likely be down in 2013. Nevertheless,
Moody's projects slight revenue growth (low single digits on a
year-over-year basis) through 2013 due primarily to the strength
of CoreLogic's data analytics business (nearly 40% of total
revenue), which has benefited from increased credit and risk
management-related activity during the housing downturn.

The Ba2 rating could be upgraded if CoreLogic demonstrates organic
revenue and earnings growth while improving leverage such that
free cash flow to debt exceeds 15% and debt to EBITDA improves to
the low 2 times level on a sustained basis. The ratings could be
downgraded if CoreLogic engages in significant share buyback or
acquisition activity or experiences a decline in profitability
such that adjusted debt to EBITDA exceeds mid 3x, or free cash
flow to debt decreases to less than 10% for an extended period of
time.

Ratings affirmed (assessments revised):

  Corporate Family Rating -- Ba2

  Probability of Default Rating -- Ba2

  $550 Million Senior Secured Revolving Credit Facility due 2016
  -- Baa3, (LGD 2, 20% from 19%)

  $350 Million Senior Secured Term Loan due 2016 -- Baa3, (LGD 2,
  20% from 19%)

  $400 million Senior Notes due 2021 -- Ba3, (LGD 5, 80% from
  79%)

Rating revised:

  Speculative Grade Liquidity Rating -- SGL-1 from SGL-2

The rating outlook is stable.

The principal methodology used in rating CoreLogic was Global
Business & Consumer Service Industry Rating Methodology rating
methodology published in October 2010.

CoreLogic, Inc., with about $1.5 billion of projected annual
revenues, is a leading provider of property and mortgage data and
analytics products and solutions. The company provides mortgage
risk tools and other analytical products; property and credit
information; and outsourcing solutions for lenders, employers and
other business clients.


DELPHI CORP: Moody's Says New Share Repurchase Credit Negative
--------------------------------------------------------------
The announcement by Delphi Automotive Plc (the parent company of
Delphi Corporation) of a new share repurchase program is a
negative credit development as it will divert available funds from
the business and consume some of the company's liquidity. As
Delphi is expected to execute the repurchases over time and will
not incur debt to fund the repurchases, the development does not
affect the company's ratings, Corporate Family Rating (CFR) at
Ba1, Speculative Grade Liquidity Rating at SGL-2, or the stable
rating outlook.

The last rating action for Delphi Corporation was on March 20,
2012 when the Corporate Family Rating was raised to Ba1 with a
stable rating outlook.

The principal methodologies used in rating Delphi Corporation were
the Global Automotive Supplier Industry published in January 2009,
and the 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 Web
site.

Delphi Automotive, PLC is a supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. Delphi operates globally and has a
diverse customer base, including every major vehicle manufacturer.
Revenues in 2011 were approximately $16 billion. Delphi
Corporation is the U.S. based subsidiary of Delphi Automotive PLC
(Delphi).


DETROIT, MI: Governor Wants to Put Belle Isle Under State Control
-----------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reported that
Michigan Governor Rick Snyder has proposed to place Detroit's
Belle Isle park under state control.  According to Bloomberg, Gov.
Snyder wants to place the 983-acre island under state control,
charge an entry fee and create a lure for young people to move
into a city that's lost one-fourth of its population since 2000.

According to Bloomberg, Gov. Snyder's plan embodies a larger
conflict over control of a mostly black, Democratic city that's
resisted takeover by a state government dominated by white
Republicans like Snyder.  The governor has said he would rather
not appoint an emergency manager, and that the city's salvation
lies with attracting tax-paying residents and businesses.

The report noted that some say an entry fee would shut out low-
income Detroiters who've always had free access to the island
nestled between their city and Canada.

The report related that an agreement approved by the city in April
meant to avert a takeover of municipal finances or bankruptcy
called for a long-term lease of Belle Isle to the state.  A state
proposal for a 99-year lease prompted a protest march last month
led by three members of the City Council, which must approve a
plan.

On Sept. 12, the report said, Gov. Snyder and Mayor Dave Bing said
they have agreed on a no-rent, 30-year deal beginning Oct. 1.
Mayor Bing said that would save Detroit $275 million over 30 years
and could be renewed for two more 30-year terms.  Gov. Snyder said
the state would issue bonds to pay for some restorations.

Bloomberg said admission would be a $10 annual parks sticker
Michigan motorists can buy when they renew their license plates.
It allows unlimited use, although entry would be free by foot,
bicycle or public transportation.

"This isn't Detroit versus Michigan," Gov. Snyder said at a press
conference at City Hall with Mayor Bing, according to Bloomberg.
"This is Detroit, Michigan."

Belle Isle Park was designed in 1883 by Frederick Law Olmsted,
co-creator of New York's Central Park, and is reachable only by a
half-mile bridge from the city or by boat.  About 2 million
vehicles are expected to make the drive this year, according to
Brad Dick, director of the city's general services department.


DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 64.43 cents-on-
the-dollar during the week ended Friday, Sept. 14, a drop of 0.65
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D
rating.  The loan is one of the biggest gainers and losers among
169 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

               About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DIALOGIC INC: Effects a 5-for-1 Reverse Stock Split
---------------------------------------------------
Dialogic Inc. filed a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation, as amended, with the
Secretary of State of the State of Delaware, to effect a 5-for-1
reverse stock split of the Company's issued and outstanding common
stock, $0.001 par value per share.  The Reverse Stock Split became
effective at 5:00 pm EDT on Sept. 14, 2012.

The Charter Amendment was approved by the Company's stockholders
at a special meeting held on Sept. 14, 2012.

As a result of the Reverse Stock Split, each five shares of the
Company's issued and outstanding Common Stock has been
automatically combined and converted into one issued and
outstanding share of Common Stock, $0.001 par value per share.
The Reverse Stock Split has affected all issued and outstanding
shares of Common Stock, as well as Common Stock underlying stock
options and warrants outstanding immediately prior to the
effectiveness of the Reverse Stock Split.  The Reverse Stock Split
has reduced the number of outstanding shares of the Common Stock
outstanding prior to the Reverse Stock Split from 71,999,489
shares to approximately 14,399,897 shares.  The number of
authorized shares of Common Stock or Preferred Stock was not
affected by the Reverse Stock Split.  The Reverse Stock Split did
not alter the par value of the Common Stock or modify any voting
rights or other terms of the Common Stock.

The Common Stock will begin to trade on The NASDAQ Global Market
on a post-split basis on Sept. 17, 2012, with the new CUSIP number
25250T 209.

The stockholders also approved the proposed stock option exchange
program that will permit eligible employees, officers and
directors to surrender certain outstanding stock options for
cancellation in exchange for new stock options.

                          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: Lands $11.8 Million Loan From Noteholders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc., a provider of visual
effects for the movie industry, said late Sept. 13 that senior
noteholders agreed to provide $11.8 million in financing for the
bankruptcy reorganization.  The bankruptcy court gave the company
authority on Sept. 12 to borrow $4.14 million to cover last week's
payroll.

According to the report, the day after bankruptcy, the bankruptcy
judge reluctantly gave Digital Domain permission to hold an
auction on Sept. 21 testing whether the $15 million bid from
Searchlight Capital Partners LP is the best offer for the
business.  Competing offers are due Sept. 20.  A hearing to
approve the sale is scheduled for Sept. 24.

The report relates that the bankruptcy judge said he might delay
the auction if creditors object to the speed of the sale.  The
company urged the judge to hold the sale quickly because movie
producers were threatening to pull out their projects.

                       About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates 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 have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

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.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.


DISTHENE GROUP: Fights Order Putting Firm in Receivership
---------------------------------------------------------
The Associated Press reports that a multimillion-dollar family-
owned enterprise in Buckingham County, Virginia, is fighting a
judge's order forcing it into receivership.

The Richmond Times-Dispatch reported that The Disthene Group Inc.
asked the Virginia Supreme Court last week to block Fairfax County
Circuit Court Judge Marum Roush's order, according to Associated
Press.  The report relates that the company said the order
requires a receiver to begin liquidating assets -- that would make
an appeal meaningless.

In the motion, Associated Press notes that the company claims
Roush misconstrued Virginia's laws pertaining to business judgment
and misinterpreted the nature of key business dealings.

The report says that Roush's order stems from a long-running legal
battle among members of the Dixon family over Disthene's
operation.  The report relates that the holding company controls
the family's properties, including Kyanite Mining.

Roush said mismanagement and oppression of minority stockholders
clouded Disthene's operations for years, the report notes.


DOLE FOOD: Possible Business Sale No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said that Dole's announcement that it is
in advanced negotiations with Itochu Corporation of Japan (rated
Baa1,stable) for a possible sale of its Packaged Foods and Asia
Fresh businesses does not change its B1 Corporate Family Rating or
the developing outlook that was put in place when Dole first
announced that it was considering strategic options in May.

A rating action or review of ratings would likely result from a
firm announcement of a deal. However it is currently unclear if a
sale, should it occur, would be a credit positive or negative for
Dole. A material reduction in debt as a result of a sale could
dramatically lower leverage for the remaining business, which
would be a credit positive. However such leverage reduction would
have to be considered in the context of the cash flow, asset base,
diversification and relative stability/predictability of the
remaining business. A smaller, less diversified business with more
concentration on the volatile, commodity- dependent fresh produce
side of the business could be a credit negative even with reduced
leverage. Furthermore, it is not clear if such a transaction would
conclude the strategic review, or if additional sales or other
changes would ensue.

Dole's B1 corporate family rating incorporates the company's
earnings and cash flow volatility from its exposure to commodity
markets as well as the impact of such uncontrollable factors as
weather or political regulations on key products. Nonetheless,
Dole enjoys a leadership position in its industry segment and has
good geographic diversity. Credit metrics, which had been
strengthening from improved profit margins and debt reductions as
a result of the sale of non-core assets as well as the IPO,
softened somewhat over the past year, with leverage in the mid- to
high 5 times range up from 4.9 times in 2010.

On an existing entity basis and excluding any strategic
transaction discussed above, ratings could be upgraded if Dole
achieves material and sustained improvement in operating margins
and is able to reduce leverage such that debt to EBITDA is
sustained below 4 times. Upward rating momentum would also require
maintenance of a strong liquidity profile.

Based on the existing corporate and business structure and
excluding any strategic transaction discussed above, ratings could
be downgraded if continued operating softness or an aggressive
financial policy causes debt/EBITDA to be sustained at or above
5.5 times.

The principal methodology used in rating Dole was the Global Food
- Protein and Agriculture published in 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables. Sales for fiscal
2011 were approximately $7.2 billion.


EASTGATE TOWER: Final Cash Collateral Hearing on Oct. 3
-------------------------------------------------------
Eastgate Tower Hotel Associates, L.P., will return to the
Bankruptcy Court for the Southern District of New York on Oct. 3,
2012, at 2:00 p.m. (Eastern Time) before the Hon. Shelley C.
Chapman for a final hearing on its request to use cash tied to its
pre-bankruptcy mortgage debt.

At the final hearing, the Court will also consider the Debtor's
request to provide adequate protection to Hotel Debt (Eastgate),
LLC, the mortgage lender, for any diminution in value of the
lender's interests.

The Debtor has prepared a six-month budget through February 2013.

On Oct. 25, 2006, the Debtor entered into three loan agreements
with Irish Bank Resolution Corporation Limited (f/k/a Anglo Irish
Bank Corporation Limited f/k/a Anglo Irish Bank Corporation plc)
for the purpose of financing the acquisition and development of,
and construction on, the Mortgaged Property: (i) an acquisition
loan in the initial principal amount of $56,500,036, (ii) a
renovation loan in the initial principal amount of $11,416,821 and
(iii) a related costs loan in the initial principal amount of
$3,144,074.  LSREF2 Clover, LLC, a Delaware limited liability
company, became the successor-in-interest to the Original Lender.
On July 14, 2012, Hotel Debt (Eastgate), a Delaware limited
liability company, purchased the Mortgage Loan from LSREF2 Clover.
The total amount outstanding under the Mortgage Loans is
$69,027,164 in the aggregate as of Aug. 15, 2012.

The Debtor is in default of its debts and obligations under the
Mortgage Loan Documents.

In an Aug. 20 order, the Debtor received interim authority to use
the Mortgage Lender's Cash Collateral through the final hearing.

Prior to the Petition Date, the Debtor engaged Steven A. Carlson
as the Debtor's Chief Restructuring Officer to oversee all aspects
of the Debtor's business and operations.  As a requirement for the
Debtor's use of cash collateral, and as a component of Mortgage
Lender's adequate protection, the CRO shall continue to manage the
Debtor on a postpetition basis pursuant to the terms of the
Employment Agreement.

As adequate protection against any diminution in value of the
Mortgage Lender's interest in the prepetition collateral, the
Mortgage Lender is granted a valid and perfected replacement
security interest in, and lien on, all of the Debtor's assets
postpetition.  However, the Collateral will not include the
Debtor's claims and causes of action under section 544, 545, 547,
548, 549 or 550 of the Bankruptcy Code.  The Debtor reserves the
right to grant the Mortgage Lender an Adequate Protection Lien on
the proceeds of the Avoidance Actions in connection with the Final
Order.

The Debtor's use of Cash Collateral is conditioned on, among
others, the entry of a Final Cash Collateral Order by the Court on
or before the earlier of the date of confirmation of the Debtor's
prepackaged liquidating chapter 11 plan or Oct. 31, 2012; and the
entry of the confirmation order for the Plan on or before Oct. 31,
2012.

The Adequate Protection Liens and the Adequate Protection
Superpriority Claims granted to the Mortgage Lender will be
ubordinate to (i) fees pursuant to 28 U.S.C. Sec. 1930(a)(6); (ii)
fees payable to the clerk of the Bankruptcy Court and any agent
thereof; and (iii) pursuant to section 726(b) of the Bankruptcy
Code, reasonable fees and expenses of a trustee that are incurred
after the conversion of the Chapter 11 Case to a case under
chapter 7 of the Bankruptcy Code, in an amount not to exceed
$50,000; (v) professional fees and expenses incurred by
professionals retained pursuant to sections 327(a) and 1103 of the
Bankruptcy Code by the Debtor and the Creditors' Committee (if
such committee should be appointed).

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


EASTGATE TOWER: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Eastgate Tower Hotel Associates, L.P., has filed with the
Bankruptcy Court its schedules of assets and liabilities and
statement of financial affairs.  In its schedules, the Debtor
disclosed:

     Name of Schedule                   Assets       Liabilities
     ----------------                   ------       -----------
A - Real Property                 $62,000,000
B - Personal Property              $2,265,447
C - Property Claimed as Exempt
D - Creditors Holding
       Secured Claims                                $69,027,164
E - Creditors Holding Unsecured
       Priority Claims                                        $0
F - Creditors Holding Unsecured
       Nonpriority Claims                               $154,020
                                   -----------       -----------
          Total                    $64,265,447       $69,181,185

                       About Eastgate Tower

Eastgate Tower Hotel Associates, L.P., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-13539) on Aug. 17, 2012, with a
prepackaged plan of reorganization.  Judge Shelley C. Chapman
oversees the case.  Lloyd A. Palans, Esq., at Bryan Cave LLP, in
New York, serves as counsel to the Debtor.

The Debtor owns property at 222 East 39th Street commonly known as
the Eastgate Hotel.  In its petition, the Debtor listed $50
million to $100 million in both assets and debts.  A preliminary
appraisal pegs the value of the Mortgaged Property at $62,000,000.

The Debtor owes $69.02 million in mortgage loans.  The Debtor
defaulted on the mortgage loans in December 2011.  In
April 2012, Atlas Capital Group LLC and Rockpoint Group, owner
of membership interests of the mortgage lender, proposed a
prepackaged consensual Chapter 11 plan of liquidation.

Under the Prepack Plan submitted by the Debtor, Hotel Debt
(Eastgate), LLC, the mortgage lender, would have an 89.82%
recovery.  Unsecured creditors owed a total of $154,000 would
recover 100% and are unimpaired.

The mortgage lender has agreed to reduce the claim to $50 million
and will accept title to the Debtor's property in full
satisfaction of its claims.  The Debtor will retain cash necessary
to pay off administrative claims and unsecured claims.  Peninsula
Real Estate Fund (owner of 99% limited partnership interest) and
Eastgate Hotel Associates GP, LLC (owner of 1%) would have their
interest cancelled.  Peninsula though will retain "profits
participation rights" upon confirmation of the Plan.

On Aug. 21, 2012, the Bankruptcy Court approved a plan support
agreement under which the hotel's lender promised to cover the
expenses that Eastgate Tower can't pay during its Chapter 11 case.

Hotel Debt (Eastgate), LLC, is represented by John H. Bae, Esq.,
and Denise J. Penn, Esq., at Greenberg Traurig, LLP.

Counsel to the Limited Partner are Patrick J. Dooley, Esq., and
Lisa Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP.


EASTMAN KODAK: Says It May Retain Technology Rather Than Sell
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. won't be selling digital imaging
technology this month.  The company said in a Sept. 14 court
filing that it's "exploring alternatives," including retention of
the patents to generate licensing revenue for payment of creditor
claims.

According to the report, the company told creditors in the filing
that "it may not reach acceptable terms with parties via the
auction process."  The bankruptcy court in New York had approved
sale procedures that were to have culminated in an Aug. 20 hearing
to approve sale.  Rather than conduct an open auction on a
specified day with bids submitted one after another, Kodak
believed the price would be higher by requiring the submission of
bids and negotiating privately with potential purchasers until
arriving at the highest bid in consultation with creditors.

The report relates that Kodak pushed back the sale-approval
hearing three times, most recently to Sept. 19.  If an acceptable
offer is found, Kodak said it will file a new set of papers in
bankruptcy court setting up a hearing to approve sale.  Kodak's
$400 million in 7% convertible notes due in 2017, which sold for
21.055 cents on the dollar on Aug. 9, traded at 10:34 a.m. on
Sept. 14 for 13.5 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.  The price decline occurred after Kodak announced the
first postponement of the technology sale.

                        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.


ENCOMPASS DIGITAL: Moody's Lifts Credit Facilities Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings on Encompass
Digital Media, Inc.'s First-Lien Senior Secured Credit Facilities
to B2 from B3 following the company's announcement that it intends
to insert $31.5 million of new subordinated unsecured debt in the
capital structure and increase the size of the existing $250
million First Lien Senior Secured Term Loan B tranche by $16.5
million (the upsizing is also associated with a new amendment that
relaxes certain covenants in the credit agreement). In addition,
Moody's affirmed EDM's Corporate Family Rating (CFR) at B3 and
upgraded the Probability of Default Rating (PDR) to B3 from Caa1
to reflect the new capital structure, which will now include
mezzanine debt instead of the previous all-bank loan structure.
The rating outlook is stable.

The one-notch upgrade on the credit facilities results from the
addition of subordinated debt in the capital structure, which will
now absorb more of the losses in a distressed scenario under
Moody's Loss Given Default Methodology. The credit facilities were
put in place in January 2012 to partially fund equity sponsor
Court Square Capital Partners' $475 million LBO of an 80%
ownership stake in Encompass. EDM will use proceeds from the Term
Loan B upsizing together with: (i) a new $31.5 million 10% senior
subordinated seven-year loan (unrated) provided by Macquarie
Capital; (ii) $15 million of existing financing arrangements; and
(iii) $22 million of new equity from Court Square, Macquarie and
management rollover equity to acquire a Latin American competitor
for $100 million ($80 million at closing and $20 million payout
over the succeeding two years) plus a $7.4 million contingent
payment subject to the acquisition's future operating performance.

Pro forma for the incremental debt, Moody's expects EDM's leverage
to increase to about 7x total debt to EBITDA on a Moody's adjusted
basis. The transaction results in delayed deleveraging, with
adjusted leverage that is temporarily outside the B3 rating range
and higher than what Moody's contemplated when ratings were
assigned earlier this year. However, Moody's anticipates Encompass
will reduce adjusted leverage to around 5.6x to 5.8x over the next
18 months, which is comparable to the median leverage for B3 rated
global cross industry peers. This will be driven by additional
EBITDA and revenue synergies from the acquisition as well as core
EBITDA expansion from the: (i) increase in television signals as a
result of the ongoing transition to and rising demand for High
Definition/3-D content; (ii) proliferation of channels being
distributed overseas resulting in higher channel growth in Europe,
Asia and Latin America; and (iii) increased outsourcing of
upgraded content.

To the extent Encompass further delays deleveraging such that
Moody's expects total debt to EBITDA to be sustained above 6x
(Moody's adjusted), ratings would likely be downgraded. Overall
deleveraging is mitigated by Moody's expectation that Encompass
will continue to pursue debt-funded acquisitions over the
intermediate term to enhance scale, given the track record of its
equity sponsor for leveraged portfolio investments to boost equity
returns to limited partners.

Ratings Rationale

The B3 Corporate Family Rating reflects EDM's high pro forma
leverage of about 7x total debt to EBITDA (Moody's adjusted)
following the debt-financed purchase of a Latin American
competitor only seven months after the company's leveraged buyout
transaction by Court Square Capital Partners. Encompass also has
limited ability to reduce debt as a result of the large interest
burden. Moody's expects free cash flow to be negative in FY13
(ending March 31, 2013), largely due to one-time working capital
adjustments incurred in the first half of the fiscal year and
elevated capital expenditures. Moody's anticipates free cash flow
will turn positive in the second half of FY13 and into FY14
resulting in Moody's adjusted free cash flow to debt in the low-
to-mid single digit range. Ratings are constrained by the
company's small scale and the need to fund incremental capital
expenditures as new contracts are awarded or as the majority of
existing contracts are expanded.

Ratings are supported by the contractual or recurring nature of
75% of EDM's annual revenue, as estimated by management, and the
pro forma $538 million revenue backlog which will contribute more
than 60% of the combined company's revenue over the rating
horizon. Further ratings support is derived from EDM's long-
standing customer/vendor relationships, high contract renewal
rates exceeding 90% and good geographic diversification. Given the
maturation of cable channel proliferation in the US, incremental
demand for third-party origination and distribution services is
expected to be driven largely by the outsourcing of upgraded
content management in High Definition/3-D versus Standard
Definition, proliferation of multiple file formats, increased
video content consumption, growth in overseas markets and
potential demand for disaster recovery services.

Encompass maintains adequate liquidity given the modest balance
sheet cash ($3 to $5 million expected), positive free cash flow of
$5 million to $10 million anticipated over the coming twelve
months and approximately $20 to $25 million of expected revolver
availability. However, to the extent Encompass chooses to increase
capital spending above the current plan, improvements in the
liquidity profile would be delayed or could potentially weaken.
Given ownership by a financial sponsor, ratings are constrained by
the potential for shareholder-friendly actions including
additional debt-financed acquisitions and/or dividend payments.

Rating Outlook

The stable rating outlook reflects Moody's view that following the
debt-financed Latin American acquisition, total debt to EBITDA
will decline to under 5.8x (including Moody's standard
adjustments) over the rating horizon and EDM's multi-year backlog
will continue to support consistent revenue performance. The
outlook also incorporates Moody's expectation that EDM's liquidity
will be adequate, reported EBITDA margins will remain above 22%
and management will be able to restrain capital expenditures to
forecasted levels, assuming no significant acquisitions.

What Could Change the Rating - DOWN

Ratings could be downgraded if revenue or EBITDA fall short of
management's plan due to a decline in contract renewals or an
inability to develop new business resulting in delayed
deleveraging and prospective total debt to EBITDA sustained above
6x on a Moody's adjusted basis. A decrease in backlog or margin
erosion resulting in weakened liquidity including deterioration in
EBITDA cushion relative to financial maintenance covenant
requirements would likely create downward rating pressure. Sizable
debt-financed acquisitions and/or dividend payments could also
result in a downgrade.

What Could Change the Rating - UP

Ratings could be upgraded if total debt to EBITDA is sustained
comfortably below 3.75x (Moody's adjusted) and free cash flow to
debt greater than 10% (Moody's adjusted), reflecting organic
growth across all operating segments and improved EBITDA margins,
together with an expanded revenue backlog.

Ratings Upgraded:

  Probability of Default Rating to B3 from Caa1

  $30 Million First Lien Senior Secured Revolver due 2017 to B2
  (LGD-3, 42%) from B3 (LGD-3, 31%)

  $266 Million (previously $250 Million) First Lien Senior
  Secured Term Loan B due 2017 to B2 (LGD-3, 42%) from B3 (LGD-3,
  31%)

Ratings Affirmed:

  Corporate Family Rating -- B3

The upgraded ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

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

Headquartered in Los Angeles, CA, Encompass Digital Media, Inc.,
is a leading provider of outsourced network origination and
transmission services to broadcasters, cable channels and other
media companies. Having acquired the satellite services businesses
of Crawford Communications in January 2010, the content
distribution businesses of Ascent Media in February 2011 and a
Latin American competitor expected to close in September 2012,
Encompass will operate in the US, Europe, Asia and Latin America.
Presently, 58% of revenue is derived from network origination, 27%
from occasional-use services and 15% from government services,
digital media and other services. Revenue for twelve months ended
June 2012 totaled approximately $214 million.


ENCOMPASS DIGITAL: S&P Rates Proposed $16.5MM Term Loan 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Los Angeles-based Encompass
Digital Media Inc.'s proposed $16.5 million incremental term loan
B.

"In addition, we raised our issue-level rating on the company's
existing senior secured debt to 'B+' from 'B', and revised the
recovery rating on this debt to '2' from '3'. The '2' recovery
rating indicates our expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default. The
revision of the recovery rating on the secured debt is a result
of a higher enterprise value under our hypothetical default
analysis due to the acquisition, in conjunction with only a modest
increase in secured debt," S&P said.

"We also affirmed our 'B' corporate credit rating on the company.
The outlook is stable," S&P said.

"We expect Encompass to use proceeds of the incremental term loan,
along with a new $31.5 million subordinated loan (unrated), $22
million in new equity, and roughly $15 million in rollover debt to
fund the required $80 million upfront payment for the acquisition.
We also expect the remaining $20 million in acquisition
consideration to be payable in two equal installments in 12 months
and 24 months of the transaction closing, respectively. In
addition, there is a $7.4 million deferred payment contingent upon
the acquired company achieving a certain profitability target over
two years," S&P said.

"Despite the modest increase in pro forma fully adjusted leverage
to 6.6x (including deferred acquisition and earn-out payments)
from 6.1x as of June 30, 2012," said Standard & Poor's credit
analyst Michael Altberg, "in our view, the acquisition increases
Encompass' presence in the growing Latin America market and
strengthens its relationship with certain large media companies
and satellite operators.' In addition, the company's contracted
revenue backlog increases by over 30%, improving its revenue
visibility."

"As a result, we have a marginally better view of the company's
business risk profile and future growth prospects," added Mr.
Altberg. "Nevertheless, we have not revised our 'weak' business
risk assessment due to the company's limited operating history in
its present size and scope, its still high customer concentration,
its focus on a niche market dominated by the in-house operations
of large media companies, and its elevated capital spending
requirements when adding new customers or providing new services.
These business risks more than offset such positive factors as its
multiyear fixed contracts, strong barriers to entry for new
competitors in the form of upfront infrastructure costs, and our
expectation that the trend of media companies outsourcing noncore
functions will continue, albeit slowly."

"Our stable rating outlook reflects our belief that leverage will
begin to decline over the next 12 months, and that liquidity
should be sufficient to fund the company's growth spending plans
until FOCF turns positive in fiscal 2014. We could raise our
ratings if the company continued its momentum with new contract
wins while keeping existing customer renewal rates high, resulting
in a reduction of adjusted leverage under 5x on a sustained basis.
An upgrade would also require the company to be in a position to
generate at least $25 million of FOCF on an ongoing basis, despite
capital spending requirements on new contract wins. This could
occur because of strong demand for channels in the Asian and Latin
American markets, and additional outsourcing from U.S. and
European content providers," S&P said.

"Conversely, we could lower the rating if pro forma EBITDA
declines by roughly 15% from trailing-12-month levels, resulting
in leverage increasing to roughly 7x on a sustained basis. This
could occur if Encompass fails to renew current customer contracts
as they expire, although we believe this is more of an
intermediate-term risk and unlikely in the next few years due to
the strong backlog of contracted revenue already in place," S&P
said.


ESSAR STEEL: Moody's Confirms 'Caa1' CFR/PDR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service confirmed Essar Steel Algoma Inc.'s
(ESA) Caa1 Corporate family and Probability of Default Ratings,
the B3 senior secured global notes rating and the Caa2 senior
unsecured notes rating. At the same time, Moody's assigned a B1
rating to the company's proposed up to $350 million senior secured
asset-based term loan. The B1 rating on the proposed term loan
assumes that the transaction will close along the terms provided
to Moody's. The company's speculative grade liquidity rating
remains at SGL-4. The rating outlook is negative. This action
concludes the rating review for possible downgrade which began on
May 3, 2012.

Proceeds from the term loan issuance will be used to repay
outstanding balances under the company's asset backed revolving
credit facility (ABL), which has an expiry date of September 20,
2012 following an extension from the original June 20, 2012 expiry
date, and increase cash balances. The ABL will be terminated upon
repayment.

Assignments:

  Issuer: Essar Steel Algoma Inc.

    Senior Secured Bank Credit Facility, B1, LGD1, 6%

Outlook Actions:

  Issuer: Essar Steel Algoma Inc.

    Outlook, Changed To Negative From Rating Under Review

Confirmations:

  Issuer: Essar Steel Algoma Inc.

     Probability of Default Rating, Confirmed at Caa1

     Corporate Family Rating, Confirmed at Caa1

    Senior Secured Regular Bond/Debenture, Confirmed at B3

    Senior Unsecured Regular Bond/Debenture, Confirmed at Caa2

Ratings Rationale

The confirmation of the Caa1 Corporate Family rating reflects the
fact that the term loan will provide necessary liquidity to
support the company's operating and working capital requirements,
concern over which was a key factor in the ratings review.

The negative outlook incorporates Moody's expectation for
continued headwinds on steel pricing and demand and the potential
for weaker operating performance and cash flow generation over the
next twelve to eighteen months. Given these challenges and the
company's relatively limited product diversity, the ability to
improve performance and metrics could be challenging. The steel
industry continues to face challenges such as industry-wide sheet
production overcapacity, still-unstable end-market demand as
evidenced by the frail recovery in the U.S., the sovereign debt
crisis in Europe and the slowing economic growth in China,
volatility in the price of key inputs such as metallurgical coal
and iron ore, and the risk of further market dislocation from
increasing imports. Should prices exhibit a declining trend on a
sustained basis, Moody's believes that debt-to-EBITDA could exceed
8x and (cash flow from operations minus dividends)-to-debt could
trend below 7% - levels that meet Moody's threshold for a rating
downgrade -- over the next 12 to 18 months.

ESA's Caa1 corporate family rating reflects its very high
leverage, single-site location, modest scale, and vulnerability to
volatile prices for steel and key inputs such as iron ore. The
company is dependent predominantly on commodity grades of sheet
steel, where it competes with much larger and better capitalized
companies that have relatively lower retiree liabilities. Moody's
believes that the company has a high degree of operating leverage,
which makes it vulnerable to soft demand and price declines. The
rating anticipates that, given the current challenges facing the
steel industry, ESA's profitability will be breakeven to slightly
negative while cash flow will be weaker than 2012 levels over the
next 12 to 18 months although the company is likely to derive some
benefit during this time frame from the decline in iron ore and
met coal prices; however Moody's expects that meaningful
improvement in debt coverage ratios will be protracted.

Under Moody's loss given default methodology, the B1 rating on the
ABL term loan reflects its superior position in the capital
structure and the expectation of significant recovery given the
first priority backing of the company's current assets. The B3
rating on the senior secured notes reflect the weaker security
package of this instruments to the ABL term loan. Both the ABL
term loan and secured notes benefit from the loss absorption
capacity of ESA's unsecured debt, pension obligations and accounts
payable. The Caa2 rating on the senior unsecured notes reflects
the subordination of these instruments to a considerable amount of
secured debt and the expectation of a considerable loss in value
in a default scenario.

The ratings could be downgraded should liquidity weaken further,
the company incur operating losses on a sustainable basis and if
over a prolonged period (operating cash flow less any dividends)-
to-debt be less than 7.5% or debt-to-EBITDA continue to exceed 5.5
times.

Factors that could lead to upward momentum with ESA's ratings
include an overall trend of improving operating performance,
positive cash flow generation, significant debt reduction, and
maintenance of sufficient liquidity. Specifically, should the
company be able to achieve, on a sustainable basis, cash flow from
(operations less any dividends)-to-debt of at least 10%, EBIT-to-
interest of at least 1.5 times and debt-to-EBITDA of no greater
than 5.0 times, an upgrade could be considered.

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

Essar Steel Algoma Inc. is an integrated steel producer
headquartered in Sault Ste. Marie, Ontario. Approximately 80% to
85% of ESA's sales are sheet products, with plate products
accounting for the balance. The company's products are sold
primarily in North America with roughly 60% going to steel service
centers and the balance to customers in the automotive,
construction, energy, manufacturing, pipe and tube industries. For
the 12 months ending June 30, 2012, ESA generated revenues of
approximately C$2.1 billion.


ESSAR STEEL: S&P Raises CCR to 'CCC+' on Term Loan Negotiation
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Sault Ste. Marie, Ont.-based Essar Steel Algoma
Inc. (ESA) to 'CCC+' from 'CCC'. The ratings remain on
CreditWatch, where they were placed with developing implications
April 5, 2012. "CreditWatch with developing implications means we
could raise, lower, or affirm the ratings," S&P said.

"We also raised our issue-level rating on the company's senior
secured notes to 'B' from 'B-'. The '1' recovery rating on the
debt is unchanged. In addition, we raised our issue-level rating
on the company's senior unsecured notes to 'CCC' from 'CCC-'. The
'5' recovery rating on this debt is unchanged," S&P said.

"The upgrade reflects our view of ESA's announced negotiation of a
two-year US$350 million senior secured term loan, proceeds of
which would be used to alleviate liquidity pressures caused by the
looming maturity of the company's senior secured revolving credit
facility," said Standard & Poor's credit analyst Donald Marleau.

As a result, Standard & Poor's assigned its 'B' issue-level rating
and '1' recovery rating to ESA's proposed US$350 senior secured
asset-based term loan.

"Standard & Poor's believes that the proposed two-year term loan
improves ESA's financial flexibility, at least through 2013, and
clarifies any of the potential adverse consequences that might
occur from a Supreme Court of Canada decision in the Indalex
Limited court case. As a result, we expect that ESA should be able
to sustain a sources-to-uses liquidity ratio above 1.2x in the
next 12 months, but our less-than-adequate liquidity assessment
incorporates ESA's weak standing in the credit markets and
aggressive financial risk management highlighted by recent last-
minute financings to extend rapidly approaching debt maturities,"
S&P said.

"Although we believe that ESA's proposed financing package
alleviates the liquidity pressure of the past year, we view this
change as a 12-to-18-month respite before potentially larger
refinancing challenges emerge when all of the company's debt
matures between September 2014 and June 2015. In the absence of a
sustained improvement in the global steel industry, ESA's
relatively weaker standing in the credit markets exposes it to
uncertain capital-market conditions," S&P said.

"We will resolve the CreditWatch when ESA executes the proposed
senior secured term loan and uses the proceeds to fund maturing
amounts on its existing revolving credit facility. Conversely, we
would likely lower the ratings by at least one notch if ESA's
proposed term loan financing fails or is meaningfully delayed,
thereby straining financial flexibility ahead of a Sept. 20, 2012,
maturity on its existing revolving credit facility," S&P said.


FIRST DATA: Plans to Offer $250 Million Senior Secured Notes
------------------------------------------------------------
First Data Corporation intends to offer $250 million aggregate
principal amount of 6 3/4% senior secured notes due 2020.  The
Notes will be issued under the same indenture and will be the same
series as the $1.3 billion aggregate principal amount of 6 3/4%
senior secured notes due 2020 that were offered on Aug. 2, 2012.
In accordance with the terms of its senior secured credit
facilities, First Data will use the proceeds from the offering to
repay a portion of its outstanding senior secured term loans.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

The Company's balance sheet at June 30, 2012, showed $40.65
billion in total assets, $37.62 billion in total liabilities,
$67 million in redeemable non-controlling interest and $2.96
billion in total equity.

                          *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FOXCO ACQUISITION: S&P Keeps 'B+' Rating on $765MM Credit Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Newport,
Ky.-based media company FoxCo Acquisition Sub LLC's proposed
amended-and-extended senior secured credit facilities remain
unchanged following the company's $50 million increase, bringing
the total amount of the proposed term loan to $765 million. "Our
issue-level rating on the proposed bank debt remains 'B+' (the
same as our 'B+' corporate credit rating on the company) and the
recovery rating remains at '3', indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default. The net proceeds of the amended and extended term
loan will be used to repay its senior notes due 2015 and to pay a
dividend," S&P said.

"The company's pro forma debt to average trailing-eight-quarter
EBITDA, at 6.2x based on June 30, 2012 EBITDA, is above our 6x
leverage target for the rating. We expect leverage will moderate
back under our target over the near term. If we become convinced
that leverage will remain above 6x we could revise the outlook to
negative or lower the rating," S&P said.

RATINGS LIST

FoxCo Acquisition LLC
FoxCo Acquisition Sub LLC
Corporate credit rating                  B+/Stable/--

FoxCo Acquisition Sub LLC
$765 mil. Extended Term Loan B due 2017  B+
   Recovery rating                        3


FTS INTERNATIONAL: Moody's Confirms 'B2' CFR; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service confirmed the B2 Corporate Family Rating
(CFR) at FTS International, Inc. (FTSI) and the B3 FTSI term loan
facility. Moody's also confirmed the Ba3 rating on FTS
International Services, LLC's (FTSI Services) $550mm senior notes
due 2018. The outlook is negative. This action concludes the
rating under review for downgrade that was announced on July 13,
2012.

Issuer: FTS International Inc.

  Outlook Actions:

    Outlook, Changed To Negative From Rating Under Review

  Confirmations:

     Probability of Default Rating, Confirmed at B2

     Corporate Family Rating, Confirmed at B2

    US$1500M Senior Secured Bank Credit Facility, Confirmed at B3

Issuer: FTS International Services, LLC

  Outlook Actions:

    Outlook, Changed To Negative From Rating Under Review

  Confirmations:

    US$550M 7.125% Senior Unsecured Regular Bond/Debenture,
    Confirmed at Ba3

Ratings Rationale

"The ratings were confirmed reflective of FTSI's equity capital
raise providing for debt reduction and enhanced financial
flexibility, conditioned on the amendment of its secured term loan
facility," stated Michael Somogyi -- Vice President and Senior
Analyst.

As of June 30, 2012, FTSI was not initially in compliance with the
maximum 3.00 : 1.00 leverage covenant ratio under its $1.5 billion
senior secured term loan facility. On August 14, 2012, FTSI
exercised its equity cure option to resolve this noncompliance
with a $10 million equity offering to existing stockholders.
Reflective of the continued challenging operating environment,
Moody's does not expect FTSI to be in compliance with this
leverage covenant ratio as of September 30, 2012. Following
discussions around various financing strategies, FTSI has received
an additional $350 million commitment of new equity capital from
its existing stockholders to provide for debt reduction and
covenant relief for its term loan facility.

FTSI will raise the $350 million of new equity capital through an
offering of convertible preferred stock to its existing
shareholders. Proceeds from this equity offering will be used to
pay-down $200 million under its term loan facility and redeem up
to $150 million of senior unsecured notes at FTS International
Services, LLC. Conditioned on the $200 million repayment of the
term loan facility, the term loan agreement will be amended to
provide for covenant relief, inclusive of a debt / EBITDA covenant
leverage waiver until third quarter 2014.

FTSI operates in a highly cyclical industry with the level of
drilling activity by E&P companies being the key driver
influencing demand for fracturing services. Level of capital
expenditures by E&Ps, in turn, depend largely on current and
anticipated future crude oil and natural gas prices and production
depletion rates. Since late 2011, low natural gas prices, the
resulting shift by E&P companies from natural gas to oil and
liquids rich plays and an increase in the supply of hydraulic
fracturing equipment have all combined to reduce the prices for
hydraulic fracturing services. Additionally, the fracturing
services industry has experienced a sharp increase in costs
associated with certain materials used in the hydraulic fracturing
process and logistics and mobilization costs to relocate equipment
from natural gas plays to oil and liquids plays.

FTSI's B2 CFR is reflective of weaker profitability and resulting
higher leverage profile. FTSI's senior secured term loan rating of
B3 is reflective of its structural subordination to the senior
notes at FTSI Services as expressed under Moody's Loss Given
Default Methodology. The $1.5 billion term loan is secured by the
equity ownership in FTSI Services and matures in May 2016.

FTSI Services' $550mm senior notes due 2018 are rated Ba3, two
notches above FTSI's B2 CFR. The senior notes are unsecured but
have a structurally superior claim to the company's assets
compared to the term loan as expressed under Moody's Loss Given
Default Methodology.

The negative outlook incorporates expectations of continued
earnings and cash flow volatility over the next 18 months. The
ratings could be stabilized if EBITDA improves as anticipated in
the second half of 2012, and if the higher EBITDA levels appear
sustainable through 2013 providing for lower leverage profile. The
ratings could be downgraded if earnings were to decline to levels
that resulted in leverage to be sustained above 5x.

FTS International, Inc. is a privately held oilfield services
company formed by an investor group led by a subsidiary of Temasek
Holdings Limited (Private) to acquire the majority shareholder of
FTS International Services, LLC. The acquisition was funded
through a combination of cash equity provided by the investor
group and $1.5 billion term loan. FTS International, Inc. is
currently owned by Temasek (40%), Senja (11%), Other Investors
(18%), Chesapeake (30%) with Management retaining 1% ownership.
FTS International, Inc. is headquartered in Fort Worth, Texas.


FTS INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on FTS International Services LLC. The outlook is
negative.

"At the same time, we raised our issue-level rating on the term
loan held at parent company FTS International Inc. (FTI) to 'B'
from 'B-' on the proposed debt reduction plan. The recovery rating
on this loan is '4', indicating our expectation of average (30% to
50%) recovery in the event of a payment default. The term loan is
structurally subordinate to the 2018 notes held at FTS," S&P said.

"We also affirmed our 'BB-' issue-level rating on the company's
existing $550 million senior notes due 2018 (a portion of which we
also expect to be repaid). The recovery rating on these notes is
'1', indicating our expectation for very high (90% to 100%)
recovery in the event of a payment default," S&P said.

"FTS' parent company FTI announced that it is planning to raise
$350 million through an offering of convertible preferred stock to
its existing equity holders (led by Temasek and RRJ Capital). It
will use the proceeds from the offering to pay down $200 million
of the $1.375 billion term loan held at FTI and $150 million of
the $550 million senior notes due 2018 held at FTS. FTI is also
seeking amendments on its term loan to, among other changes,
loosen the covenants, allow a portion of the preferred equity
proceeds to be utilized to 'cure' any EBITDA shortfalls under the
new covenants, increase FTS' ability to enter into joint ventures,
and increase FTS' ability to fund the redemption of up to 35% of
its senior notes under the equity claw feature," S&P said.

"The ratings on FTS reflect our view of the company's 'weak'
business risk profile, 'highly leveraged' financial risk profile,
and 'adequate' liquidity," said Standard & Poor's credit analyst
Carin Dehne-Kiley.

"The negative outlook reflects our expectation that debt-to-EBITDA
may not return to levels that are appropriate for the rating
category over the next 12 months. Last year's aggressive buyout
financing left the company with an above-average debt load
relative to the extreme volatility of EBITDA and cash flows in the
fracture stimulation industry. Although we estimate debt to EBITDA
will approach our downgrade trigger at the end of 2012, we expect
margins to increase next year such that leverage improves to a
more appropriate level by year-end. We could downgrade the company
if we no longer expect leverage to fall back below 6.0x by the end
of 2013--a scenario we think could occur if U.S. market
fundamentals continue to weaken or costs remain high and the
company is unsuccessful in either expanding internationally or
raising additional equity," S&P said.

"We could revise the outlook to stable if U.S. market conditions
improve above our current expectations and we believe these
conditions will be sustainable. We could also revise the outlook
to stable if the company is successful in meaningfully reducing
its debt, potentially through an IPO or strategic investor. We
could stabilize the rating if debt to EBITDA falls back to the
5.0x area, and we expect it will remain at or below this level for
a sustained period," S&P said.


GEOMET INC: Hein & Associates Succeeds Deloitte as Accountant
-------------------------------------------------------------
GeoMet, Inc., dismissed Deloitte & Touche LLP as the independent
registered public accounting firm for the Company and its
subsidiaries, which was approved by the audit committee of the
Company's board of directors.

On Sept. 11, 2012, the Company engaged Hein & Associates LLP as
its independent registered public accounting firm, which was
approved by the audit committee of the Company's board of
directors.

Deloitte's reports on the Company's financial statements for the
fiscal years ended Dec. 31, 2011, and 2010 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.

During the years ended Dec. 31, 2011, and 2010 and for the period
from Jan. 1, 2012, through Sept. 10, 2012, neither the Company nor
anyone on its behalf consulted Hein regarding (i) the application
of accounting principles to a specific completed or contemplated
transaction, (ii) the type of audit opinion that might be rendered
on the Company's financial statements, or (iii) any matter that
was the subject of a disagreement or event identified in response
to Item 304(a)(1) of Regulation S-K.

                          About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams ("coalbed methane"
or "CBM") and non-conventional shallow gas.  It was originally
founded as a consulting company to the coalbed methane industry in
1985 and has been active as an operator, developer and producer of
coalbed methane properties since 1993.  Its principal operations
and producing properties are located in the Cahaba and Black
Warrior Basins in Alabama and the central Appalachian Basin in
Virginia and West Virginia.  It also owns additional coalbed
methane and oil and gas development rights, principally in
Alabama, Virginia, West Virginia, and British Columbia.  As of
March 31, 2012, it owns a total of approximately 192,000 net acres
of coalbed methane and oil and gas development rights.

"As of May 11, 2012, we had $148.6 million outstanding under our
Fifth Amended and Restated Credit Agreement," the Company said in
its quarterly report for the period ending March 31, 2012.  "As of
March 31, 2012, we were in compliance with all of the covenants in
our Credit Agreement.  The Credit Agreement provides, however,
that if the amount outstanding at any time exceeds the "borrowing
base", we must provide additional collateral to the lenders or
repay the excess as provided in the Credit Agreement.  The
borrowing base is set in the sole discretion of our lenders in
June and December of each year based, in part, on the value of our
estimated reserves as determined by the lenders using natural gas
prices forecasted by the lenders."

"Due to the decline in the bank group's price projections, we
expect our outstanding loan balance at the June determination date
will exceed the new borrowing base, resulting in a borrowing base
deficiency.  We do not have additional collateral to provide to
the lenders and we expect that our operating cash flows would be
insufficient to repay the expected borrowing base deficiency, as
required under the Credit Agreement. As such, unless we amend the
Credit Agreement, we may be in default under the agreement when
the borrowing base is determined in June 2012.  In addition, the
elimination of the unused availability under the borrowing base,
which is a factor in our working capital covenant, may result in a
future default of that covenant under the Credit Agreement.  We
have begun discussions with our bank group; however, until the
borrowing base for June 2012 has been determined, we will not know
the amount of the deficiency.  As of March 31, 2012, the debt is
classified as long-term as we are not in violation of any debt
covenants.  Should we be in violation of any covenants which have
not been waived or have a borrowing base deficiency as of June 30,
2012, some or all of the debt will be reclassified to current.
There are no assurances that we will be able to amend our Credit
Agreement or obtain a waiver.  If we do obtain a waiver or an
amendment, there can be no assurance as to the cost or terms of
such an amendment."

"These conditions raise substantial doubt about our ability to
continue as a going concern for the next twelve months."

The Company's balance sheet at June 30, 2012, showed $144.47
million in total assets, $173.55 million in total liabilities,
$32.17 million in series A convertible redeemable preferred stock,
and a $61.25 million total stockholders' deficit.


GLOBAL TECHNOVATIONS: 6th Cir. Affirms Ruling Over Onkyo Deal
-------------------------------------------------------------
Global Technovations Incorporated went bankrupt after it purchased
Onkyo America Incorporated, an Indiana-based supplier of car-
stereo equipment and a subsidiary of Onkyo Corporation.  GTI had
purchased OAI for $13 million in cash and $12 million in three-
year promissory notes.  Onkyo attempted to recover the remainder
of the purchase price from GTI's bankruptcy estate by filing a
proof of claim for $12 million.  GTI responded by suing Onkyo
under the theory that the OAI purchase was a fraudulent, voidable
transaction.  The bankruptcy court agreed, finding that OAI was
worth $6.9 million at the time of the transaction, not $25
million.  As a result, the bankruptcy court voided GTI's
obligation to pay the remainder of the purchase price.  It also
ordered Onkyo to repay GTI $6.1 million -- the difference between
the $13 million GTI had paid and the $6.9 million the bankruptcy
court determined that OAI was worth.

As reported by the Troubled Company Reporter on April 4, 2011,
District Judge Marianne O. Battani of the United States District
Court for the Eastern District of Michigan affirmed the bankruptcy
court's decision.

After wrestling with a debate about the extent of the bankruptcy
court's jurisdiction to order relief, the United States Court of
Appeals for the Sixth Circuit also affirmed.  A three-judge panel
of the Sixth Circuit held the bankruptcy court had jurisdiction
under the Supreme Court's recent holdings in Stern v. Marshall,
131 S.Ct. 2594 (2011), to enter this judgment.

A copy of the Sixth Circuit's Sept. 13 Opinion is available at
http://is.gd/U5r5O7from Leagle.com.

                     About Global Technovations

Global Technovations, Inc., developed, manufactured, and sold
On-Site Oil Analzers), a motor oil diagnostic and preventative
maintenance program used to diagnose the condition of vehicles.
On Dec. 18, 2001, GTI and its affiliates filed voluntary chapter
11 petitions (Bankr. E.D. Mich. Case No. 01-64771).  Onkyo
America, Inc., filed for bankruptcy the next day.  On Feb. 21,
2003, the bankruptcy court entered an order confirming GTI's plan
of reorganization.  Kenneth Nathan was appointed liquidating agent
for Onkyo America.


GREYSTONE LOGISTICS: Swings to $2.5MM Net Income in Fiscal 2012
---------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $2.49 million on $24.15 million of sales for the
year ended May 31, 2012, compared with a net loss of $847,204 on
$20.50 million of sales during the prior fiscal year.

The Company's balance sheet at May 31, 2012, showed $12.38 million
in total assets, $18.83 million in total liabilities and a $6.45
million total deficit.

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

                        http://is.gd/GPMUr2

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

As reported by the TCR on Sept. 20, 2011, HoganTaylor LLP, in
Tulsa, Oklahoma, said Company has a working capital deficit of
$5,141,078, stockholders' deficit of $14,206,077 and total deficit
of $9,704,991.  The independent auditors noted that these deficits
raise substantial doubt about the Company's ability to continue as
a going concern.


HARMAN INT'L: Moody's Reviews 'Ba1' Rating for Possible Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Harman
International Industries, Inc., Corporate Family Rating at Ba1,
under review for possible upgrade. The Speculative Grade Liquidity
Rating also was affirmed at SGL-1.

Ratings under review:

  Corporate Family Rating, at Ba1;

  Probability of Default Rating, at Ba1;

  $550 million senior secured multi-currency revolving credit
  facility due December 2015, Baa2 (LGD2, 16%);

Ratings unaffected:

  Speculative Grade Liquidity Rating, at SGL-1

Rating Rationale

Harman maintains a strong competitive position in the infotainment
segment of the automotive parts supplier industry and has
demonstrated revenue growth that has outperformed the recovery in
global automotive industry volume over recent years. The company
remains susceptible to macroeconomic pressures on automotive
demand, and derives about 40% of its revenue from European
markets, where automotive demand is expected to weaken over the
next 18 months. Nevertheless, the company's strong $16.1 billion
business backlog and operating flexibility should support profit
and cash flow improvement over the near-term. For the LTM period
ended June 30, 2012, Harman's Debt/EBITDA was 1.8x and
EBIT/Interest was 6.2x (using Moody's standard adjustments).

The rating review will focus on the outlook for Harman's business,
including the effect which any erosion of automotive demand could
have on future earnings and profits. The review will also consider
the company's free cash flow generation and its ability to sustain
needed investments to adapt to technology changes in the
infotainment market. Moreover, the review will assess the
company's capital structure and financial policies, particularly
with respect to shareholder return initiatives. Moody's notes that
Harman's $820 million of cash, cash equivalents and short-term
investments as of June 30, 2012 provides a strong liquidity
profile even as the company faces an October 2012 scheduled
maturity of its $400 convertible notes, the only funded debt in
its capital structure. To avoid an underlevered capital structure,
the company may well refinance at least some portion of that
maturity. As such, Moody's review will assess the development of
Harman's capital structure, including the magnitude of and
priority of claim of any refinancing debt that may be issued.

Moody's notes that if Harman were to be upgraded to investment
grade the impetus for further up-notching of the existing bank
credit facility would be diminished as the Loss Given Default
Methodology for speculative grade companies would likely no longer
apply.

Harman's SGL-1 Speculative Grade Liquidity Rating reflects Moody's
expectation of a very good liquidity profile over the near-term
supported by substantial cash balances and anticipated free cash
flow generation. As of June 30, 2012, the company maintained
approximately $820 million of cash, cash equivalents and short-
term investments. Harman is expected to generate positive free
cash flow over the near-term after higher working capital needs to
support sales growth. As of June 30, 2012, the company's existing
$550 million multi-currency revolving credit facility was undrawn
with about $8.7 million of letters of credit outstanding. Harman
is expected to operate with ample headroom under the bank
facility's financial covenants over the near-term.

The principal methodology used in rating Harman 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.

Harman International Industries, Incorporated, headquartered in
Stamford, Conn., is a leading manufacturer of high quality, high
fidelity audio products and electronic systems for the consumer,
automotive, and professional markets. Revenues for fiscal year
2012 were approximately $4.4 billion.


HAWKER BEECHCRAFT: Bank Debt Trades at 27% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 72.89 cents-on-
the-dollar during the week ended Friday, Sept. 14, an increase of
0.76 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 169 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

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

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HENRY VOGT: Files for Chapter 11 Bankruptcy in Kentucky
-------------------------------------------------------
David A. Mann, writing for Business First, reports that Henry Vogt
Machine Co. has filed for Chapter 11 bankruptcy protection with
the U.S. Bankruptcy Court for the Western District of Kentucky,
listing both assets and liabilities between $1 million and
$10 million.

According to the report, the company has between 50 and 99
creditors, the company's 20 largest unsecured creditors include
16 legal services firms from across the country. Utilities, such
as Louisville Gas & Electric Co. and the Louisville Water Co., are
listed among major unsecured creditors.  The filing shows the
company had $8 million in income from the operation of its
business and the sale of assets during the last three years.

The report relates the company's property on Ormsby Avenue is
valued at $6.5 million but there is an $8.3 million secured claim
against the land from CF One LLC.

The report, citing a news release from Wyatt, Tarrant & Combs LLP,
says the company has had to defend "tens of thousands of asbestos-
related lawsuits across a majority of states, coming from its
history of manufacturing boilers and valves."  It currently has
about 10,000 asbestos claims.

The report adds that, as a result, company officials came "to the
painful recognition that it cannot go on in this way any longer."

According to the report, Henry Vogt sold its four principal
product manufacturing divisions in the 1990s.  Since then, the
company's operations have been leasing its former manufacturing
facilities and providing retiree benefits for its former work
force.

The report, citing court documents, says Henry V. Heuser Jr. has
stepped down as president, chairman and director of the company,
which was founded by his great-grandfather in 1880.

The report says decisions about Henry Vogt and its assets,
including its 32-acre manufacturing site in the Park Hill area of
Louisville, will be made subject to U.S. Bankruptcy Court approval
for the benefit of its creditors.

The report relates Robert J. Brown, the company's attorney, said a
hearing has not been set on the bankruptcy case.  He expects a
date to be set by the court this week.


HERON LAKE: Had $379,300 Net Loss in July 31 Quarter
----------------------------------------------------
Heron Lake BioEnergy, LLC, filed its quarterly report on Form
10-Q, reporting a net loss of $379,283 on $41.0 million of
revenues for the three months ended July 31, 2012, compared with a
net loss of $742,737 on $43.0 million of revenues for the same
period of the prior fiscal year.

For the nine months ended July 31, 2012, the Company had a net
loss of $2.9 million on $121.0 million of revenues, compared with
net income of $1.4 million on $120.2 million of revenues for the
nine months ended July 31, 2011.

The Company's balance sheet at July 31, 2012, showed $94.1 million
in total assets, $47.1 million in total liabilities, and members'
equity of $47.0 million.

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

Heron Lake, Minnesota-based Heron Lake BioEnergy, LLC, owns and
operates a dry mill corn-based, natural gas fired ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains (DDGS) per year.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2012,
Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn.,
expressed substantial doubt about Heron Lake BioEnergy's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Oct. 31, 2011.  The independent auditors
noted that the Company previously incurred operating losses
related to difficult market conditions and operating performance.
The Company was previously out of compliance with its master loan
agreement and had a lower level of working capital than was
desired.


HOSTESS BRANDS: Teamsters Vote to Ratify Changes to CBA
-------------------------------------------------------
Teamsters working for Hostess Brands Inc. narrowly approved
contract modifications that Hostess management and lenders
required as a condition to bring the company out of bankruptcy
again, the International Brotherhood of Teamsters discloses.

Employee members of the International Brotherhood of Teamsters
(IBT) voted to ratify changes to their bargaining agreement that,
if implemented throughout the Company, will enable Hostess to
continue operating.

"We are very grateful to the IBT-represented employees for
ratifying our final offer," said Hostess Brands Chief Executive
Officer Gregory F. Rayburn.  "We know it was a difficult decision
for them, but one that we believe is in the long-term best
interests of the entire Company and its 18,500 employees."

"This was a difficult decision," said Teamsters General Secretary-
Treasurer Ken Hall.  "Our members are frustrated at being in the
position to bail out the company again, but overall were willing
to accept modifications with the hope that Hostess will recover
and be in a better position in the years to come.  At the end of
the day, our members recognized that they can't replace their pay
and benefits in the non-union sector."

More than 4,400 Teamsters voted in a national mail ballot
referendum, with 2,357 voting to approve and 2,043 voting to
reject.  Ballots were mailed out on Aug. 25 and were tabulated
today by an independent election firm, Hartfield Resolution Group.

According to the Teamsters, Hostess executives now must decide
what to do based on September 14 vote results and those of its
other unionized workers, which are expected in the coming days.

"This has been a very difficult and trying year for our members at
Hostess and, should the restructuring go forward, we pledge to
push and hold Hostess management accountable to create a
successful business that provides greater job security for our
members," Hall said.

Since the Chapter 11 filing, the Company has been pursuing new
collective bargaining agreements with all of its union employees
to give Hostess Brands a chance to thrive again with more
flexibility to match its competitors.  Under the Company's current
proposal, all Hostess employees, including management and non-
union workers, will have their compensation adjusted by an
equivalent percentage.

Hostess Teamsters have already endured two previous rounds of
concessions to help bolster the company, which is currently in its
second bankruptcy.

                    Same Changes to BCTGM

Hostess Brands also disclosed that it intends to file a motion
under Section 1113 and 1114 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court in White Plains, NY, to impose the same
changes ratified by the IBT on employees represented by the
Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union (BCTGM) who voted to reject them.  If granted,
the relief, along with similar relief requested of the Company's
other, smaller unions, will enable the Company and its employees
to avoid liquidation and successfully emerge from Chapter 11.  The
Company has already made its final offer to the BCTGM.

Mr. Rayburn added that the BCTGM's membership may have voted
against the final offer because their union leadership incorrectly
informed members that a white knight would step in to buy the
Company and save their jobs, or that Hostess would return with a
better offer.  "It has been suggested to our BCTGM-represented
employees by their union leaders that unidentified parties may be
prepared to invest in or purchase Hostess or a significant portion
of its baking facilities if the Company's proposal was rejected,"
he said.  "This is not true.  There is no white knight.  There is
no better offer.  Our only option to save Hostess, preserve jobs
and avoid liquidation is to amend our labor agreements."

The Company plans to seek approval of its 1113 motion at a hearing
to be held on Oct. 3, 2012.

                       About Hostess Brands

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

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

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

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

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

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

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


IDEARC INC: Dallas Judge Trims Suit Against Verizon Over Spinoff
----------------------------------------------------------------
Senior District Judge A. Joe Fish in Dallas granted, in part, and
denied, part, the motions for summary judgment filed by Verizon
Communications Inc., GTE Corporation, John W. Diercksen, and
Verizon Financial Services, LLC, the defendants in a lawsuit filed
by U.S. Bank National Association over the 2006 spinoff of Idearc
Inc.

On Sept. 15, 2010, U.S. Bank, as trustee of the litigation trust
created by Idearc's plan of reorganization, filed the lawsuit to
prosecute the rights assigned to it under the plan.  In its
complaint, U.S. Bank asserted causes of action against the
defendants for fraudulent transfer, breach of fiduciary duty,
aiding and abetting a breach of fiduciary duty, unlawful dividend,
promoter liability, unjust enrichment, and alter ego.

The court has already decided two motions to dismiss in the suit,
decisions which dismissed parts of the plaintiff's complaint.

The parties agree that Idearc was encumbered with $9.1 billion in
debt at the time of the spin-off.  To determine whether Idearc was
solvent at the time of the spin-off, the court must make a
determination of the fair valuation of Idearc's assets on Nov. 17,
2006.  On that date, Idearc's assets were the Verizon domestic
directories business.

The Verizon defendants provide a number of arguments tending to
show that Idearc was worth far more than $9.1 billion on Nov. 17,
2006.  The plaintiff, by contrast, maintains that Idearc was worth
far less than $9.1 billion.  The plaintiff notes that Verizon's
own internal analysis (before the spin-off) suggested that if the
directories business continued to decline at its current rate, an
independent Idearc would be worth only $6.5 billion.

In its Sept. 14, 2012 Memorandum Opinion and Order, the District
Court ruled that:

     -- the defendants' motion for summary judgment on the
        solvency of Idearc on November 16, 2006 is denied.

     -- For Counts 1 and 2, Verizon and VFS' motion for summary
        judgment is granted on the plaintiff's fraudulent transfer
        claims on the $2.4 billion cash transfer.

     -- For Count 3, Mr. Diercksen's motion for summary judgment
        on the breach of fiduciary duty claim is denied on all
        grounds, except it is granted on any claim brought in
        excess of the applicable insurance coverage.  The
        plaintiff's motion for summary judgment on the fiduciary
        duty claim is denied.

     -- For Count 4, Verizon and VFS' motion for summary judgment
        on aiding and abetting the breach of fiduciary duty claim
        is denied.

     -- For Count 5, Verizon and VFS' motion for summary judgment
        on the fraudulent transfer claim arising out of an IMC
        loan is denied.

     -- For Count 6, GTE and Verizon's motion for summary judgment
        on the fraudulent transfer claim arising out of the
        transfer of the international directories business is
        denied.

     -- For Count 7, Verizon's motion for summary judgment on the
        fraudulent transfer claim on the interest payments is
        granted.

     -- For Count 8, Mr. Diercksen's and Verizon's motion for
        summary judgment on the unlawful dividend claim is granted
        on the cash transfer, and denied on the issuance of debt.
        The plaintiff's motion for summary judgment is denied.

     -- For Count 9, Mr. Diercksen's and Verizon's motion for
        summary judgment on the promoter liability and breach of
        fiduciary duty claim is denied, except their motions are
        granted on the plaintiff's claims against M. Diercksen and
        Verizon for participating in certain lawyers' alleged
        breaches of fiduciary duties, and on the plaintiff's
        ability to recover of punitive damages.

     -- For Counts 10 and 11, the defendants' motions for summary
        judgment on the unjust enrichment claim and alter ego
        claim are denied as moot.

Under the plan, Idearc's creditors (who held $9.7 billion in
secured and unsecured bank debt and notes) recovered $270 million
in cash, $2.75 billion in new secured bank debt, and new equity
interests in the reorganized Idearc, now known as Supermedia.  The
plan valued the reorganized Idearc business at $2.8 billion.  In
addition, Idearc's creditors were also given the right to receive
the proceeds of litigation brought by a litigation trust, which
was assigned certain causes of action, including Idearc's claims
against Verizon and former officers and directors of Verizon.

The case is U.S. Bank National Association, Litigation Trustee of
the Idearc Inc. et al. Litigation Trust, Civil Action No.,
Plaintiff, v. Verizon Communications Inc., et al., Defendants, No.
3:10-CV-1842-G (N.D. Tex.).

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.
Toby L. Gerber, Esq., at Fulbright & Jaworski, LLP, represented
the Debtors in their restructuring efforts.  The Debtors tapped
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


IMAGING3 INC: Files for Chapter 11 Amid Shareholder Dispute
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
medical-imaging supply and technology company Imaging3 Inc. filed
for Chapter 11 bankruptcy Sept. 13 amid a fight with shareholders
who are trying to unseat the chief executive for allegedly
illegally diluting their shares, according to a complaint.

Imaging3 is represented by:

         Brian L Davidoff, Esq.
         GREENBERG GLUSKER
         1900 Ave of the Stars 21st Fl
         Los Angeles, CA 90067
         Tel: 310-201-7530
         Fax: 310-402-5026
         E-mail: bdavidoff@greenbergglusker.com


INOVA TECHNOLOGY: Delays Form 10-Q for July 31 Quarter
------------------------------------------------------
Inova Technology, Inc., was not able to file its Form 10-Q for the
quarter ended July 31, 2012, by the Sept. 14, 2012, due date.  The
Company expects that the Form 10-Q will be completed and filed on
or before the amended due date of Sept. 19, 2012.

                      About Inova Technology

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

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

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

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


ISLE OF CAPRI CASINOS: S&P Raises Rating on $300MM Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Isle of Capri Casino Inc.'s $300 million 7.75% senior notes due
2019 to '4' (expectation of 30% to 50% recovery) from '5' (10% to
30% recovery) and raised its issue-level rating on the notes to
'B' from 'B-', in accordance with its notching criteria for a
recovery rating of '4'. The issue-level rating was removed from
CreditWatch, where it was placed with positive implications on
July 24, 2012.

"The rating revisions reflect the closing of the company's $350
million 8.875% senior subordinated notes due 2020, proceeds of
which were used to help repay the 7% senior subordinated notes due
2014 ($357 million outstanding). This scenario and potential
rating outcome were previously discussed in our research update on
Isle of Capri, July 24, 2012. The repayment of the 7% subordinated
notes resulted in an extension of the maturity dates on the
company's revolving credit facility and term loan to March 2016
and 2017, respectively, from November 2013. With the extended
maturities, the default year under our simulated default scenario
has been pushed out compared with our previous analysis, resulting
in a lower level of secured debt outstanding and improved recovery
prospects for the senior notes," S&P said.

RATINGS LIST
Isle of Capri Casino Inc.

Corporate credit rating                B/Stable/--

Rating Revised; Off CreditWatch        To           From

$300 mil senior notes                 B            B-/Watch Pos
  Recovery rating                      4            5/Watch Pos


JARDEN CORP: Moody's Rates $450-Mil. Sr. Subordinated Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Jarden's
proposed $450 million senior subordinated convertible notes. At
the same time, Moody's affirmed all of Jarden's other ratings,
including its Ba3 Corporate Family Rating and SGL-1 Speculative
Grade Liquidity rating. The ratings outlook is stable.

Proceeds from the convertible notes will be used to finance a $100
million share repurchase and for general corporate purposes.
Moody's expects the company to ultimately use the remaining
proceeds to either refinance high coupon debt at a later time or
for strategic acquisitions. The company also announced that its
board has increased its authorized share repurchase program to
$250 million.

"While another debt financed share repurchase just seven months
after the last one is credit negative, we think Jarden will
generate enough free cash flow and earnings to keep leverage,
measured as debt to EBITDA, at about 5 times," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.

Ratings assigned:

  Senior subordinated convertible notes due September 2018 at B2
  (LGD 5, 81%);

Ratings affirmed /LGD assessments revised:

  Corporate family rating at Ba3;

  Probability of default rating at Ba3;

  $675 million Term Loan A due March 2016 at Ba1 (LGD 2, 17% from
  22%);

  $650 million Term Loan B due March 2018 at Ba1 (LGD 2, 17% from
  22%);

  $250 million revolving credit facility due March 2016 at Ba1
  (LGD 2, 17% from 22%);

  $300 million senior unsecured notes due March 2016 at Ba3 (LGD
  3, 48% from LGD 4, 59%);

  $300 million senior unsecured notes due November 2022 Ba3 (LGD
  3, 48% from LGD 4, 59%);

  $650 million senior subordinated notes due May 2017 at B2 (LGD
  5, 81% from 85%);

  $458 million senior subordinated notes due January 2020 at B2
  (LGD 5, 81% from 85%); and

  Speculative grade liquidity rating at SGL-1

Rating Rationale

The Ba3 Corporate Family Rating reflects Jarden's significant and
increasing scale, its leading market position in various niche
branded consumer products, diverse product portfolio, broad and
expanding geographic diversification, and its strong liquidity
profile. The Corporate Family Rating also reflects the acquisitive
nature of the company and its propensity to increase shareholder
returns despite having relatively high financial leverage at
around 5 times. The rating is further constrained by the
uncertainty in discretionary consumer spending, especially for low
and middle income consumers, high raw material prices and by
Jarden's significant exposure to Europe where just under 20% of
revenue is generated.

The stable outlook reflects Moody's view that Jarden will maintain
a strong liquidity profile and sustain financial leverage,
measured as debt to EBITDA, around 5 times or lower.

A material debt funded acquisition/shareholder return combined
with the following credit metrics could prompt a downgrade: 1)
debt to EBITDA sustained around 5.5 times (currently around 5
times), 2) mid single digit EBITA margins (presently just over
10%), or 3) low single digit free cash flow to adjusted debt (now
around 8%).

An upgrade is not likely in the near term based on Jarden's
aggressive financial policies. Over the long term, an upgrade
could occur if Jarden moderates its shareholder oriented strategy
and its credit metrics significantly improve from their current
levels. For example, debt to EBITDA would need to be maintained
under 4 times and EBITA margins sustained in the double digits.

The principal methodology used in rating Jarden was Moody's Global
Consumer Durables 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.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home. The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, and home vacuum packaging systems), Branded
Consumables (which distributes playing cards, arts and crafts,
plastic cutlery and firelogs), and Outdoor solutions (which
distributes a variety of outdoor leisure products under the K2,
PureFishing, Coleman and Campingaz brands). The company reported
net sales of approximately $6.7 billion for the twelve months
ended June 30, 2012.


JAMMIN JAVA: Had $986,200 Net Loss in July 31 Quarter
-----------------------------------------------------
Jammin Java Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $986,232 on $559,485 of revenue for the
three months ended July 31, 2012, compared with a net loss of
$484,160 on $43,742 of revenue for the three months ended
July 31, 2011.

For the six months ended July 31, 2012, the Company had a net loss
of $1.9 million on $869,099 of revenue, compared with a net loss
of $665,211 on $71,697 of revenue for the same period of the prior
fiscal year.

The Company's balance sheet at July 31, 2012, showed $1.8 million
in total assets, $933,897 in total current liabilities, and
stockholders' equity of $860,136.

The Company has an accumulated deficit of $4.9 million as of
July 31, 2012.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about Jammin Java's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Jan. 31, 2012.  The independent
auditors noted that as of Jan. 31, 2012, the Company has incurred
operating losses from inception and has only recently generated
revenues from its principal operations.

A copy of the Form 10-Q is available at http://is.gd/hfI0He

Beverly Hills, Calif.-based Jammin Java Corp., doing business as
Marley Coffee, provides sustainably grown, ethically farmed and
artisan roasted gourmet coffee through multiple U.S. and
international distribution channels, using the Marley Coffee brand
name.


JEFFERSON COUNTY, AL: No Deadline to File Debt Plan
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, won't have a deadline for
filing a debt-adjustment plan, as a result of a ruling in court
Sept. 13 by the U.S. bankruptcy judge in Birmingham.

According to the report, bond insurer Assured Guaranty Municipal
Corp. filed papers in July asking the judge to impose a Sept. 28
deadline for filing a debt-adjustment plan, else the Chapter 9
municipal bankruptcy begun in November be dismissed.  The judge
said Sept. 13 that a deadline would be "premature."

The Bloomberg report discloses that Assured Guaranty, which
guaranteed some of the county's sewer bonds, said the county had
"not taken any concrete steps toward proposing a plan."

                      About Jefferson County

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

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

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

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

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

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

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

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


K-V PHARMACEUTICAL: 3 Senior Noteholders Have Power on Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three senior noteholders of K-V Pharmaceutical Co.
have the power to control the direction of the Chapter 11
reorganization that began on Aug. 4 in New York.

According to the report, Silver Point Capital LP, Whitebox
Advisors LLC and Pioneer Investment Management Inc. among
themselves own $152 million of the $225 million in senior secured
notes, according to a court filing by their lawyers on Sept. 14.

The report relates that approval of a reorganization plan will
require that two thirds in amount of senior noteholders vote
"yes."  The three investors by themselves have 67.6% of the debt,
or enough to assure that the class accepts a plan assuming half of
holders by number agree.  The three investors also own $8.9
million of the convertible subordinated notes, the court filing
said.  The three noteholders previously had said they held at
least a majority of the senior notes.

The first-lien notes traded on Aug. 8 for 31 cents on the dollar,
a 36% decline since July 11, according to Trace, the bondprice
reporting system of the Financial Industry Regulatory Authority.
There is $200 million owing on 2.5% contingent convertible
subordinated notes due 2033.  The notes traded on Aug. 29 for
1.9 cents on the dollar, a 47% decline since Aug. 13, Trace said.

                     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.


K2 PURE: Moody's Withdraws 'Caa1' Rating on $122-Mil. Term Loan
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa1 rating on K2 Pure
Solutions NoCal LP's $122 million term loan.

Ratings Rationale

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

K2 Pittsburg owns and operates a chlor-alkali project located in
Pittsburg, CA and is designed to produce up to 296.5 tons per day
of ECU's and up to 200 tons per day of bleach. The Project sells
approximately half its output to Dow Chemical Company under a 20-
year agreement and the remaining half of the output will be sold
into the wholesale market as bleach, hydrochloric acid and
caustic. The project is indirectly owned by K2 Pure Solutions (K2
Solutions). K2 Solutions is indirectly owned by K2 Solution's
management and Centre Capital Investors IV LP and related parties.


LADDER CAPITAL: Moody's Assigns 'Ba3' Sr. Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 corporate family rating
to Ladder Capital Finance Holdings LLLP and a Ba3 senior unsecured
debt rating to the proposed bond offering to be co-issued by
Ladder Capital Finance Holdings LLLP and Ladder Capital Finance
Corporation. These are the first ratings Moody's has assigned to
the New York City based commercial real estate finance company.

Ratings Rationale

The ratings reflect Ladder's moderate leverage level, high-quality
assets, and strong profitability in recent years. Additional
credit strengths include Ladder's disciplined risk management
culture as well as its highly-experienced and well-regarded
management team. The company's key business lines include
commercial real estate loan originations and investments in
highly-rated commercial real estate and U.S. Agency securities. In
Moody's view, these businesses tend to be countercyclical which
should mitigate earnings volatility (to a degree) through economic
and credit cycles. The company has multiple funding sources to
support its operations, and the proposed bond offering will expand
its access to capital. Moody's expects that the diversity and
reliability of Ladder's funding sources will continue to improve
over the intermediate term.

Moody's ratings also reflect that Ladder is a mono-line finance
company which could limit upward ratings momentum over the
intermediate-term. As a non-bank finance company, Ladder relies on
confidence-sensitive, wholesale funding. In addition, Ladder's
maturity schedule is lumpy and short-dated; however, Moody's
expects the debt maturity schedule to smooth out over time. This
assumption is incorporated into the ratings.

In Moody's view, Ladder's conservative risk culture and capital
structure is a direct reflection of its current ownership. Ladder
is a privately-owned company and Moody's believes that the current
owners drive the conservative origination and investment
philosophy. A change to Ladder's ownership structure might
challenge this culture.

The stable rating outlook reflects Moody's expectation that over
the next 18-24 months Ladder's solid operating performance will
continue, leverage will increase (after the proposed bond
offering) but remain consistent with its asset composition, and
liquidity will improve through diversity of funding sources and
continued efforts to ladder its debt maturity schedule. The
outlook also reflects that the balance of other credit risks will
continue to support the Ba2 corporate family and the Ba3 bond
rating. Moody's notes that the leadership of Brian Harris, CEO,
and the current ownership structure are important factors in the
ratings. Any material changes could lead to negative ratings
implications.

Moody's indicated that the rating could be upgraded if Ladder (1)
improves its liquidity runway by lengthening and laddering its
debt maturities (2) further expands its funding diversification
and efficiency, with less reliance on wholesale funding markets;
(3) demonstrates greater predictability of earnings and asset
quality over a sustained period of time, while maintaining strong
capital levels; and (4) strengthens its franchise positioning. A
downgrade could occur if Ladder experiences (1) a decrease in
liquidity runway, (2) an increase in leverage beyond 2.0-3.0X, on
a consistent basis, (3) a deterioration in asset quality that is
not commensurate with overall leverage, and (4) a decrease in
profitability resulting in fixed charge coverage closer to 1.5X.
Moody's notes that leverage is expected to fluctuate as Ladder's
asset composition changes. A portfolio composed largely of
investment grade securities might result in higher leverage.
Alternatively, a portfolio comprised largely of originated loans
should result in lower leverage.

The following ratings were assigned with a stable outlook:

  Ladder Capital Finance Holdings LLLP -- Ba2 corporate family
  rating; Ba3 senior unsecured debt rating.

  Ladder Capital Finance Corporation -- Ba3 senior unsecured debt
  rating

Ladder Capital Finance Holdings LLLP is a commercial real estate
finance company headquartered in New York, New York. The company
has two primary business lines: (1) commercial real estate lending
and (2) commercial real estate securities investments.

The principal methodology used for this rating was the Finance
Company Global Rating Methodology published on March 19, 2012.


LADDER CAPITAL: S&P Gives 'BB-' Rating on $300M Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services is assigning a 'BB-' issuer
credit rating to Ladder Capital Finance Holdings LLLP. The outlook
on the ratings is stable. "At the same time, we are assigning a
'B+' rating to the company's proposed issuance of $300 million in
senior unsecured notes," S&P said.

"Our ratings on Ladder Capital reflect its concentration in
commercial real estate, or CRE, its reliance on secured funding
lines with the potential for margin calls, its relatively short
operating history, and key-man risk," said Standard & Poor's
credit analyst Brendan Browne. "The company's conservative
leverage, liquidity management, and access to borrowings from the
Federal Home Loan Bank (FHLB) system help reduce these risks and
are positive factors."

"Ladder's focus on CRE exposes it to the cyclicality and
volatility that these markets have historically demonstrated,"
said Mr. Browne. Deterioration in prices or confidence in CRE
markets could lead to loan losses for Ladder, a reduction in its
funding, and stress on liquidity and earnings. Ladder also takes
material credit risk by making CRE bridge loans that some banks
avoid because they can be difficult to securitize.

"The company's short operating history and key-man risk are
negative ratings factors. Ladder has not yet established a track
record through a full CRE cycle, and we believe that Brian Harris
and Michael Mazzei, the chief executive officer and president,
respectively, are 'key' figures at the company. The departure of
either could affect the rating given the experience they bring to
Ladder in CRE," S&P said.

"The rating outlook is stable. We expect Ladder to grow quickly
over the next two years, perhaps adding more than $2 billion in
assets, but to maintain its conservative capital, liquidity, and
underwriting standards. We could lower the rating if the company's
debt-to-equity ratio rose close to or exceeded 3.0x, particularly
if it took on greater credit risk in the process. We could also
lower the ratings if the excess capacity on the company's funding
facilities contracted materially--either intraperiod or at quarter
end. For instance, as of June 30, 2012, Ladder's borrowings
against its conduit loans were equal to only 50% of the value of
those loans--lower than the 75% maximum advance rate. Its
borrowings on balance sheet loans were equal to 9% of their value,
versus a 47% maximum advance rate. A material rise in those rates
would increase the probability of margin calls and would limit the
rating," S&P said.

"We could raise the rating if the company improved its funding
profile and established a longer track record of profitability,
strong credit quality, liquidity, and capital. The rating could
benefit from new sources of funding without the potential for
margin calls and a less-encumbered balance sheet," S&P said.


LAMKIN PRODUCTION: Seeks Appointment of Receiver
------------------------------------------------
magnoliareporter.com reports that according to recent filings in
Columbia County Civil Court, Lamkin Production Company is asking
the court to appoint a receiver to negotiate an oil and gas lease
on the Leo McDowell et al, defendants, behalf for 23.92 acres in
the McDowell Lease in SE/4 NW4, Section 10, Township 15S Range 20
West, according to the report.  The case is Cv2012 167-6. Lamkin
Production Company v. Leo McDowell et al. and whom it may concern.


LEHMAN BROTHERS: To Sell Real Estate Assets
-------------------------------------------
Lehman Brothers Holdings Inc., which continues to control more
than $10 billion of real estate assets, plans to wait for better
days in the real estate markets and eventually sell everything at
prices unattainable in the financial crisis, Economic Times
reported.

In Manhattan alone, Lehman owns several prominent properties.
Its other assets, more than 250 positions in all, range from
small vacant lots to the scenic Moonlight Basin ski resort in Big
Sky, Montana, and hotels and condominium projects in Miami, New
York and Hawaii.

The company's biggest property holding is the Colorado-based
apartment owner Archstone, whose asset value totals $16 billion to
$17 billion including about $10 billion of debt.  Last month,
Lehman filed to raise $100 million in an initial public offering
of Archstone.

"It's not universally known that we still have a very active
portfolio that we're managing," Economic Times quoted Jeff Fitts,
head of real estate for Lehman, as saying.  Mr. Fitts said the
company has also reinvested $7 billion into the real estate
portfolio since its bankruptcy filing to increase its creditors'
ultimate return.

Separately, Lehman is looking to get out of its investment in
Austin, Texas.  The company is negotiating to sell the portfolio
of eight office buildings to one of its existing partners in the
deal, Thomas Properties Group Inc., The Wall Street Journal
reported, citing the office landlord's securities filing last
month as its source.

Lehman owns a 50% stake in the portfolio while Thomas owns a 25%
stake as a venture with the California teachers' pension fund.

Rick Whiteley, a partner at Austin-based real-estate services
firm Oxford Commercial, said that while Austin values still are
far from their peak levels, they have been steadily rising, The
Journal reported.

"Austin from an investment sales perspective has been doing
better and better," The Journal quoted Mr. Whiteley as saying.

Meanwhile, in Detroit, Lehman is willing to accept less than
10 cents on the dollar to get out while it can, according to a
September 5 report by Bloomberg News.

Lehman had $260 million in outstanding senior loans secured by
Detroit-area property at the time of its September 2008 demise in
addition to $13.2 million in mezzanine or junior loans, the
report said.

The company extended some of the loans as part of a joint venture
with affiliates of developer Kojaian Management Co.  The
partnership was dissolved a year after the bankruptcy and Lehman
took title to 15 properties in lieu of foreclosure, Bloomberg
News reported.

Kimberly Macleod, a Lehman spokeswoman, declined to comment on
the firm's Detroit holdings, Bloomberg said.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: BNY Mellon Fails to End Securities Lawsuit
-----------------------------------------------------------
Bank of New York Mellon Corp lost a bid to dismiss a lawsuit by
securities lending clients who lost more than $1 billion after
the bank invested their collateral in Lehman Brothers Holdings
Inc. debt, according to a September 10 report by Reuters.

BNY Mellon was sued for allegedly not taking action to protect
$1.9 billion of investments it had made on the clients' behalf in
Lehman floating-rate notes despite amid growing concerns about
the company's stability.

U.S. District Judge Richard Sullivan in Manhattan refused to
dismiss a breach of contract claim while dismissing other claims
over whether the bank breached fiduciary duties or acted in bad
faith, Reuters reported.

In letting the breach of contract claim go forward, the judge said
it is unclear whether the securities lending agreements forbade
BNY Mellon from acting negligently, as the plaintiffs argued, or
simply set forth a more general standard of care.

Judge Sullivan said the claim could go forward because the Detroit
funds alleged more than $36 million of losses as a result of the
bank having "acted negligently in wielding its considerable
discretion" under the securities lending agreements, according to
the report.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Trustee Balks at Elliot Bid for Quick Liquidation
------------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc. asked Judge James
Peck to deny Elliott Management Corp.'s motion for an immediate
liquidation of customer securities.

Elliot Management suggested that the Securities Investor
Protection Act's goal of returning securities to customers must be
abandoned, and proposed for the immediate liquidation of those
securities.  It also demanded that the trustee make an initial
payment of $3.2 billion to creditors.

Lawyer for the trustee, David Wiltenburg, Esq., at Hughes Hubbard
& Reed LLP, in New York, said the request is "inconsistent with
SIPA which reserves such decisions for the trustee."

"The motion thus seeks to impose a duty on the trustee that SIPA
expressly disavows," he said in a court filing.

Mr. Wiltenburg also said that the liquidation proposal "has the
potential to substitute one set of problems for another without
corresponding benefit to customers."

"When it comes to the complex process of distributing LBI
customer property, there is no magic bullet," he said.

Elliot's liquidation proposal also drew flak from the Securities
Investor Protection Corp. and other creditors including Joy
Global Inc., PricewaterhouseCoopers AG, Belmont Insurance Co., SL
Green Realty Corp., Teva Pharmaceutical, LibertyView, Goldman
Sachs Investment, PEP Credit Investor LP, and the administrators
of Lehman Brothers Holdings Inc.'s European unit.

Meanwhile, a Lehman lawyer suggested the trustee should pay full
attention and resources to finalizing the claims of LBI's
significant creditors and the allocation of the brokerage's
assets between customer property and the general estate.

"Any determination of the appropriate form and manner of
distribution of customer property should be deferred until such
time that these issues are fully or, at least, substantially
resolved," Lori Fife, Esq., at Weil Gotshal & Manges LLP, in New
York, said.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Officemax Has Deal to Extinguish Notes Liability
-----------------------------------------------------------------
OfficeMax (R) Incorporated disclosed that its agreement to
extinguish the non-recourse liability related to the Lehman-backed
timber notes is now effective as the result of the entry of a
final order by the U.S. Bankruptcy Court resolving certain claims
against Lehman Brothers based on the notes.

As a result, OfficeMax will recognize a non-cash, pre-tax gain of
$671.1 million in the third quarter of this year.  In the fourth
quarter, OfficeMax anticipates that it will make a cash payment in
the amount of approximately $15 million, representing the
accelerated tax liability on approximately one half of the gain on
the 2004 timberlands sale transaction, mostly offset by
alternative minimum tax credits.  OfficeMax anticipates using
available cash to fund the tax payment.

President and Chief Executive Officer Ravi Saligram said, "We are
very pleased to resolve this matter.  We anticipate that
extinguishment of the Lehman non-recourse liability will help to
create greater clarity for our investors, as our efforts to
simplify the balance sheet continue.  As shared previously, we
also continue to explore ways to enhance our capital structure and
drive shareholder value."

OfficeMax received an $817.5-million Lehman-backed note in
connection with a 2004 timberlands sale.  Also in 2004, OfficeMax
monetized the note by issuing securitization notes through a
special purpose entity.  Payment of these securitization notes was
guaranteed by Lehman and was non-recourse to OfficeMax.  Lehman's
bankruptcy filing on Sept. 15, 2008 constituted an event of
default under the note.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LODGENET INTERACTIVE: Mark Cuban Lowers Equity Stake to 7.8%
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark Cuban disclosed that as of Sept. 13,
2012, he beneficially owns 1,997,768 shares of common stock of
LodgeNet Interactive Corporation representing 7.8% of the shares
outstanding.

Mr. Cuban previously reported beneficial ownership of 2,399,985
common shares or a 9.5% equity stake as of Dec. 15, 2011.
Between Aug. 17, 2012, and September 14, Mr. Cuban sold an
aggregate of 402,217 common shares.

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

                        http://is.gd/E3sDhY

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at June 30, 2012, showed $283.34
million in total assets, $439.32 million in total liabilities and
a $155.98 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp.'s Corporate Family Rating
(CFR) to Caa1 from B3 and changed the Probability of Default
Rating (PDR) to Caa2 from Caa1.  The reason for the downgrade is
due to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


LSP ENERGY: Wins Plan Exclusivity Extension
-------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Mississippi
power-plant operator LSP Energy pushed back a deadline that would
expose its Chapter 11 case to rival bankruptcy-exit plans until
after a judge reviews its proposal to sell its breakdown-plagued
facility for $285.9 million.

                         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.


MANOMAY LLC: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
The Orlando Sentinel reports that Manomay LLC located at 230 W.
State Road 436, Altamonte Springs, Orlando, filed on Sept. 7,
2012, for Chapter 11 protection, listing both assets and
liabilities of between $1 million to $10 million.  The report
notes a list of major creditors is not available.


MARITIMES & NORTHEAST: Moody's Corrects August 28 Rating Release
----------------------------------------------------------------
Moody's Investors Service issued a correction to the Aug. 28
rating release of & Northeast Pipeline, LLC.

Moody's Investors Service has downgraded Maritimes & Northeast
Pipeline, LLC's ("MNE LLC") senior unsecured rating to Ba1 from
Baa3 and assigned a Ba1 corporate family rating (CFR). The outlook
is negative. This action concludes the review for downgrade
initiated by Moody's on April 20, 2012. The downgrade and outlook
is primarily the result of the recent downgrade and negative
outlook assigned to Repsol S.A., which guarantees 88% of MNE LLC's
capacity usage.

Ratings Rationale

MNE's Ba1 Corporate Family Rating primarily reflects the Baa3
rating of Repsol S.A., which guarantees 88% of the MNE LLC's
capacity usage, a likely end to gas production offshore Nova
Scotia which feeds MNE LLC, usual contract risk associated with
Repsol's guarantee, an uncertain future ownership for the Repsol-
controlled LNG import terminal that also partially feeds MNE LLC,
and a possible pipeline expansion to transport Marcellus gas into
the Boston market.

Repsol, through its guarantee of the contract of its subsidiary,
Repsol Energy North America ("RENA"), is ultimately committed for
approximately 88% of MNE LLC's pipeline capacity through 2034 and
responsible for approximately 86% of MNE LLC's annual revenue. In
addition, one of the pipeline's two main supply sources for
natural gas comes through the Canaport LNG facility which is owned
75% by Repsol. The one notch lower rating for MNE LLC is
attributable to general contract risk, Repsol's outlook and
overall concern about developing weakness in the underlying
Maritimes & Northeast Pipeline system fundamentals related to its
historical sources of supply of natural gas and the expected
changes in supply sources for the northeast United States market.

It has been reported that Repsol is considering the sale of its
global LNG business to generate funds to reduce overall
indebtedness. Moody's expects that such a sale would include
Repsol's majority interest in the Canaport LNG facility and might
involve an attempt to renegotiate or mitigate Repsol's long term
exposure to MNE LLC. The outcome for MNE LLC could potentially be
credit positive or credit negative depending on the ultimate
counterparty risk.

At the same time, the underlying pipeline fundamentals for the
full Maritimes & Northeast Pipeline system are weakening, causing
Moody's to place much greater reliance on the strength of
counterparties and related contractual commitments and support
agreements. The initial pipeline was developed as a project
financing with multiple levels of support provided through
contractual agreements with investment grade sponsors and
counterparties. As the primary source of natural gas supply, the
Sable Offshore Energy Project, nears the end of its economic life
earlier than originally expected without certainty as to
replacement supply and the system's primary Boston/New England
market looks vulnerable as early as 2016 with the possible
expansion of the Algonquin Pipeline System to move Marcellus shale
gas into the Boston area; MNE LLC's ability to maintain cash flow
and coverage ratios falls to the pipeline's contractual
underpinnings currently with mainly investment grade
counterparties.

Outlook

The outlook is negative, given the negative outlook assigned to
Repsol S.A.

What Could Change The Rating UP

The rating could be upgraded if the primary contracting party,
either Repsol or another firm, were to be rated Baa2 or better,
accompanied by greater clarity regarding the pipeline's future
utility.

What Could Change The Rating DOWN

Alone or in combination, the following would put downward pressure
on the rating:

Any further material deterioration in the credit quality of Repsol
as guarantor of RENA's contractual obligations or any material
change to the Firm Service Agreement that is detrimental to MNE
LLC.

A material increase in operating expenses that squeeze operating
margins and reduces coverage ratios.

Principal Methodology

The principal methodology used in this rating was Natural Gas
Pipelines published in December 2009.

Maritimes & Northeast Pipeline is a natural gas pipeline system
primarily owned by Spectra Energy (78%). MNE LLC operates the US
portion which runs from Maine to Massachusetts. The Canadian
portion is operated by MNE LP and runs from Nova Scotia to Maine.
The pipeline's original purpose was to transport natural gas from
offshore Nova Scotia to markets in Atlantic Canada and the
northeast US. The US portion also benefits from LNG supply from
the Canaport Terminal near St John, New Brunswick. Canaport is
owned 75% by Repsol S.A. The US and Canadian portions have
capacity of 833,000 Dth/day and 550,000 Dth/day, respectively.


MARQUETTE TRANSPORTATION: Moody's Affirms 'B2' CFR; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Marquette
Transportation Company, LLC; Corporate Family and Probability of
Default each of B2; senior secured second lien notes of B3. The
rating outlook was revised to stable from negative.

Ratings Rationale

The B2 Corporate Family Rating ("CFR") considers Marquette's
leading market position and long operating history as an
independent provider of horsepower to inland river barge freight
companies. Moody's believes that as a provider of power to barge
freight operators, Marquette's operating model is less risky than
that of the broader river barge freight transportation sector,
which is more competitive and has more volatile pricing. Long-term
relationships with major blue-chip customers and somewhat high
barriers to entry help mitigate significant customer
concentration, which results from a relatively small addressable
market for the company's services. A significant component of
revenues is sourced from ton-mile contracts. Moody's understands
that these agreements do not contain minimum usage levels so
revenues remain exposed to fluctuating demand over economic
cycles. Increasing charter business helps to further mitigate some
of the cyclical demand risk.

The stable outlook considers Marquette's demonstrated ability to
maintain its financial profile and adequate liquidity since the
acquisition of certain assets from Alter Marine, Inc. on September
30, 2011. Leverage and interest coverage metrics at June 30, 2012
remain at levels supportive of the B2 rating category. Moody's
believes that earnings and metrics could face modest pressure in
the second half of 2012 because of low water conditions on the
lower Mississippi and expected lower crop yields because of the
recent drought. These two factors will likely pressure towing
volumes in the second half of the year. However, credit metrics
should not meaningfully weaken. The change in the outlook also
reflects Moody's belief that improving fundamentals, such as
increased demand for liquid barge freight, some shortage of
inland-river boat capacity and the high construction cost of high
horsepower push boats that handle large tows on the lower
Mississippi River should support demand for Marquette's services.

The ratings could be downgraded if one of Marquette's four largest
customers ceases its relationship with it or if it was to
unexpectedly execute a sizeable debt-funded acquisition that leads
to sustained weaker credit metrics. Expansion of the barge or boat
fleet that increases debt (whether funded or by operating leases)
and prevents de-levering of the capital structure could also
pressure the ratings. Debt to EBITDA sustained above 6.0 times,
FFO + Interest to Interest that remains below 2.3 times or
Retained Cash Flow to Net Debt that is sustained below 10% could
lead to a downgrade. A positive rating action could follow if
Marquette is able to organically grow its revenue base towards
$500 million while maintaining its EBITDA margin above 25%. At its
current revenue base, Debt to EBITDA sustained below 4.7 times and
FFO + Interest to Interest sustained above 3.0 times could also
lead to a positive rating action as could Retained Cash Flow to
Net Debt of above 15%.

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

Marquette Transportation Company, LLC, headquartered in Paducah,
Kentucky, is a leading provider of outsourced power to the inland
and offshore barge freight shipping sectors.



MARSICO HOLDINGS: Moody's Cuts Corporate Family Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) and the rating on the senior secured bank facility of
Marsico Holdings, LLC to Ca as a result of a debt restructuring,
which Moody's views as a distressed exchange. Subsequently, both
ratings will be raised to Caa3 to reflect the improved financial
flexibility of the firm following the closing of the debt
restructuring. The outlook on both ratings is negative reflecting
the continued outflow of assets under management (AUM) which has
continued this year, as well as Marsico's investor concentration
and the weak performance of its flagship strategies.

The following ratings were impacted:

Marsico Holdings, LLC:

  Downgraded CFR to Ca from Caa3 (stable outlook), will be
  upgraded to Caa3 (negative outlook) after completion of
  restructuring

  Downgraded $977 million senior secured bank facility rating to
  Ca from Caa2 (stable outlook), will upgrade $500 million senior
  secured bank facility rating to Caa3 (negative outlook) after
  completion of restructuring

Transaction Detail

Under the debt restructuring, which was executed on September 10,
2012, Marsico amended the terms of its first lien senior bank term
loan facility with 100% lender approval reducing the principal
amount of the loan from $977 million to $500 million and
staggering and extending the maturity with 90% of its principal
maturing in 2022. In addition, Marsico gained greater flexibility
to make interest and principal payments in-kind if revenues drop
sharply. Marsico also exchanged its senior subordinated unsecured
notes (unrated) aggregating $604 million due in 2020 for new notes
with a face amount of $200 million maturing in 2022. In
consideration for the principal reduction, the senior bank term
loan lenders received a 25% position in Marsico's equity, while
management's equity stake was diluted to 38% and note holder's
equity stake was diluted to 37%. Management retains 100% voting
control.

This restructuring follows a similar transaction in November 2010,
where Marsico converted $1.06 billion in junior notes to equity
and amended some terms on its bank credit facility and
subordinated notes.

Ratings Rationale

In Moody's opinion, the debt restructuring and the exchange offer
is intended to avoid default on Marsico's senior bank term loan
and subordinated notes, which Moody's views as a distressed
exchange. In downgrading the rating on its senior bank term loan
and CFR to Ca, Moody's took into account the loss severity
suffered by the term loan holders of 49%.

In subsequently upgrading the CFR and rating on its senior bank
term loan to Caa3 post restructuring, Moody's recognizes Marsico's
improved financial flexibility resulting from its restructuring
due to reduced overall debt levels, cash interest, and bank loan
amortization requirements. As a result, the financial flexibility
of the firm has improved with debt/EBITDA declining to 5.1x from
11.4x on a pro-forma basis and the EBITDA to interest coverage
improving to 2.2 from 1.0 times.

The negative outlook on Marsico's ratings reflects the challenges
the firm faces in stemming persistent net outflows, which have
resulted from the average to subpar relative investment
performance of its flagship products during the 3-5 year period,
the concentration of its investor base, a general outflow from its
equity mutual funds, and continuing concerns about Marsico's high
leverage. While the restructuring addresses the latter concern.
Moody's remains concerned that absent a sustained improvement in
its funds' investment performance, there exists a real possibility
that the company may lose sub-advisory and institutional
relationships which account for a majority of the firm's revenues.
Moody's views the undiversified nature of Marsico's business model
as a growth stock asset manager, its significant reliance on a
couple of sub-advisory relationships, as well as the key man risk
with Tom Marsico being CEO, chief investment officer and co
portfolio manger as continuing concerns.

Marsico Holdings, LLC is the parent of Marsico Capital Management,
LLC and Marsico Fund Advisors, LLC. Marsico Capital Management is
a Denver-based asset management firm offering investment services
to institutional and retail investors

The principal methodology used in rating Marsico was "Moody's
Global Rating Methodology for Asset Management Firms" published in
October 2007. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's Web site.


MASQUERADE WINE: Court Confirms Plan That Pays 100% to Unsecureds
-----------------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed Masquerade Wine Company,
LLC's Chapter 11 Plan of Reorganization that provides full payment
to unsecured creditors.  The Court also approved, on a final
basis, the Disclosure Statement explaining the Plan.  The plan
outline was conditionally approved on July 17, 2012.

The Plan proposes three classes of Creditors:

     a. Class I consists of the impaired claim of Red Mountain
        Properties, LLC, d/b/a Monte Scarlatto Vineyard and Joel
        Mackay.  Treatment of Red Mountains claim will be dictated
        by the settlement agreement between it and the Debtor upon
        final court approval.  Red Mountain's claim will be paid
        in full under the terms of that Settlement Agreement.

     b. Class II consists of the impaired claims of the General
        Unsecured Creditors of the Debtor, which will be paid in
        full under the Plan.  Class II includes creditor Telquist
        Ziobro & McMillen, PLLC, which has a claim constituting
        81.27% of the class.  Telquist Ziobro & McMillen, PLLC
        filed a ballot accepting the Debtor's Plan on Aug. 21,
        2012.

        With the exception of the $275,000 unsecured claim owed to
        William Kimmerly, the Debtor's owner, the general
        unsecured creditors will receive monthly pro-rata
        distributions from the available revenue of the Debtor
        during the term of the Plan after the case is closed and
        after payments of the fee owed to the U.S. Trustee under
        28 U.S.C. Sec. 1930.  After the allowed claims of general
        Unsecured creditors other than Mr. Kimmerly are paid in
        full, the Debtor will commence payment to Mr. Kimmerly.

     c. Class III consists of the unimpaired Equity Interests of
        William and Jennifer Kimmerly.  The Plan states they will
        retain their interest through the effective date of the
        Plan.

Under the Plan, the allowed administrative expense claim of Hames,
Anderson, Whitlow & O'Leary, P.S., will be paid under such terms
agreed to by the Debtor and its legal counsel.

On Aug. 22, 2012, Gamache Vintners LLC filed an Objection to the
Debtor's Plan of Reorganization.  On Aug. 31, Gamache filed a
Motion for Allowance of Administrative Expenses.

On Aug. 29, 2012, the Court conducted a status conference on
Confirmation, and scheduled the final hearing for resolution of
Gamache's Objection to Debtor's Plan of Reorganization, Motion for
Allowance of Administrative Expenses, Confirmation of Debtor's
Plan of Reorganization and final approval of the Debtor's
Disclosure Statement, in open court, on Sept. 7, 2012.  At the
hearing the Court continued the confirmation hearing to Sept. 14,
2012, and requested the Debtor bring its Monthly Operating Reports
up to date, and demonstrate the ability, and a proposal for
payment of administrative claims.  The court also entered an Order
awarding Gamache an administrative claim totaling $10,857.

Under th Plan, Gamache Vintners' allowed administrative expense
claim will be paid in four equal quarterly payments of $2,714.
The first payment will be made upon confirmation.  The second
payment will be made on or before Dec. 31, 2012.  The third
payment will be made on or before March 31, 2013.  The fourth and
final payment will be made on or before June 30, 2013.

Gamache will release the wine and any of the Debtor's equipment in
its possession upon confirmation.  The Debtor grants Gamache a
first position security interest in the Debtor's equipment: 1994
Hyster SS Forklift, 2200 liter stainless steel fermenters (2),
Destemmer-crusher, Glycol chiller unit, Wine pump, Analytical wine
tasting equipment, Barrels and Barrel rack, Polyethylene cage
tanks, Stainless steel kegs, Pallet Jack, Commercial Dishwasher,
Three compartment stainless steel sink, and Refrigerator.

A copy of the Court's Sept. 14, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/pwQogKfrom
Leagle.com.

Masquerade Wine Company, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Wash. Case No. 11-03909) on Aug. 8, 2011, listing
under $1 million in both assets and debts.  John W. O'Leary, Esq.,
at Hames, Anderson, Whitlow & O'Leary, serves as the Debtor's
counsel.


MEDICAL DEVELOPMENT: Wells Fargo Gets Receiver, $30MM Judgment
--------------------------------------------------------------
Phil Milford and Dawn McCarty at Bloomberg New report that Wells
Fargo & Co., the fourth- largest U.S. bank by assets, won a $30
million judgment and the appointment of a permanent receiver in
its lawsuit against prison-service provider Medical Development
International Ltd. over the repayment of loans.

Wells Fargo sued Ponte Vedra, Florida-based MDI in March in
Delaware Chancery Court, alleging it defaulted on loans used for
executive borrowing, a working farm, a biographical screenplay
about Chief Executive Officer Richard Willich and payments for a
Tesla Roadster, according to Bloomberg News.

Bloomberg News notes that the receiver, Ronald Winters of Alvarez
& Marsal Healthcare Industry Group LLC, is authorized "to do any
and all acts necessary for the proper and lawful conduct" of
company affairs, lawyers for both sides said in a stipulation
approved Sept. 7 by Judge Samuel Glasscock III.

Bloomberg News discloses that MDI was in a deteriorated financial
condition and wasn't being operated in the best interests of
stakeholders, the bank contended in the complaint.

MDI officials sued in state court in St. Johns County, Florida,
saying Wells Fargo "abandoned its traditional role as lender and
took up the role of corporate raider" to divert company assets,
Bloomberg News relates.

Bloomberg News says that the parties agreed to pay Willich about
$33,000 as a September salary, and $15,000 a month through Dec.
31, as a temporary consultant, court papers show.

Winters will also have the right to make any decisions for the
company, including "the authority to file for bankruptcy,"
according to court papers obtained by Bloomberg News.

In its complaint, Bloomberg News notes that Wells Fargo lawyers
said MDI was at risk of not obtaining renewal of "a key contract
with a federal prison," which accounted for 35 percent of its
revenue, because of "MDI's failure to pay approximately $8.3
million" to a service provider.

Bloomberg News says that attached to court papers is an article
from the Florida Times-Union newspaper of Jacksonville that
identifies the prison as Butner Federal Correctional Complex near
Durham, North Carolina and the provider as Durham Regional
Hospital, affiliated with Duke University.

The case file includes a Feb. 17 letter to Charles E. Samuels Jr.,
director of the Federal Bureau of Prisons, from U.S.
Representatives David Price, Howard Coble and Melvin Watt, all of
North Carolina, asking about MDI's debt to the Duke medical system
and questioning the bureau's management practices at Butner.
The Delaware case is Wells Fargo Bank v. Medical Development
International Ltd., CA7352, Delaware Chancery Court (Wilmington).
The Florida case is MDI v. Wells Fargo Bank, CA12- 0570, Florida
Circuit Court, Seventh Judicial Circuit (St. Johns County).


MERIDIAN MORTGAGE: Singer, Booking Agent Face Clawback Suit
-----------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Daily Bankruptcy Review,
reported that singer and song-writer John Mayer and his booking
agent, Grabow & Associates, are the target of a bankruptcy
clawback lawsuit that alleges they received at least $465,000 of
investors' funds from convicted Ponzi schemer Frederick Darren
Berg and his Meridian Mortgage Investors funds between October
2007 and January 2008.  The lawsuit was filed in the U.S.
Bankruptcy Court in Seattle on July 20, and seeks to recoup those
payments for the benefit of Mr. Berg's creditors.

According to DBR, a lawyer for Mr. Mayer told TMZ, which first
reported the lawsuit, that the singer performed for Mr. Berg at a
corporate event in 2008.  DBR also related that Grabow's Bob
Grabow elaborated in an interview with E! News, stating that Mr.
Mayer "did a fabulous job" performing at the January 2008 gig: "a
private event at Paul Allen's place" that "was a very successful
event for meeting planners in Seattle."  Mr. Grabow, who said he
"never even knew anything" about Mr. Berg's fraud, added that
"there is no merit" to the lawsuit.

                       About Meridian Mortgage

In November 2010, a federal grand jury in Seattle has indicted
Frederick Darren Berg on 12 counts of wire fraud, money laundering
and bankruptcy fraud in connection with the demise of his Meridian
Group of investment funds.  Prosecutors believe Mr. Berg took in
more than $280 million, with the losses attributed to the ponzi
scheme estimated to be roughly $100 million.  Hundreds of victims
have lost money in the scheme between 2001 and 2010.

Mr. Berg commenced a personal Chapter 11 case on July 27, 2010
(Bankr. W.D. Wash. Case No. 10-18668), estimating assets of
more than $10 million and liabilities between $1 million and
$10 million.  The filing came after lawyers for one group of
investors, armed with a court order and accompanied by sheriff's
deputies, began seizing personal possessions at Mr. Berg's Mercer
Island home and downtown Seattle condo.

Diana K. Carey, trustee for Mr. Berg's estate, filed on Jan. 27,
2011, voluntary Chapter 11 petitions for Mortgage Investors Fund I
LLC (Bankr. W.D. Wash. Case No. 11-10830) estimating assets of up
to $50,000 and debts of up to $50 million and Meridian Mortgage
Investors Fund III LLC (Case No. 11-10833), estimating up to
$50,000 in assets and up to $100 million in liabilities.  Michael
J. Gearin, Esq., at K&L Gates LLP, in Seattle, serves as counsel
to the Debtors.

Creditors filed an involuntary Chapter 11 petition for Meridian
Mortgage Investors Fund II LLC (Bankr. W.D. Wash. Case No.
10-17976) on July 9, 2010.  The petitioners are represented by
Jane E. Pearson, Esq., at Foster Pepper PLLC, in Seattle.

Creditors filed involuntary Chapter 11 petitions for Meridian
Mortgage Investors Fund VIII, LLC (Bankr. W.D. Was. Case No.
10-17958) and Meridian Mortgage Investors Fund V, LLC (Bankr. W.D.
Wash. Case No. 10-17952) on July 9, 2010.  The petitioners are
represented by John T. Mellen, Esq., at Keller Rohrback LLP, in
Seattle, and Cynthia A. Kuno, Esq., at Hanson Baker Ludlow
Drumheller PS, in Bellevue, represent the petitioners.

In February 2012, Mr. Berg was sentenced to 18 years in prison
after being convicted of defrauding investors.


MERRIMACK PHARMACEUTICALS: Board Approves 2012 Bonus Program
------------------------------------------------------------
The Organization and Compensation Committee of the Board of
Directors of Merrimack Pharmaceuticals, Inc., approved the annual
performance-based cash bonus program for 2012 for the Company's
named executive officers.

The 2012 Bonus Program is comprised of three elements, each of
which accounts for one-third of the annual cash bonus for each
named executive officer:

   (1) the achievement of specified annual corporate objectives;

   (2) the achievement of specified annual individual performance
       objectives; and

   (3) the support of the overall management of the Company and
       the creation of long-term value for the Company's
       stockholders, which are referred to as the general
       management contribution.

The corporate objectives for 2012 generally focus on the
advancement of the Company's product candidates in preclinical and
clinical development, the pursuit of various internal initiatives
and ensuring the adequate funding of the Company.

The individual performance objectives for 2012 for each named
executive officer generally relate to the following:

   * for Robert J. Mulroy, the Company's President and Chief
     Executive Officer, transitioning the Company to a public
     company and advancing the Company's corporate objectives;

   * for William A. Sullivan, the Company's Chief Financial
     Officer and Treasurer, transitioning the Company to a public
     company and developing the Company's operating plan;

   * for Fazal R. Khan, the Company's Senior Vice President of
     Manufacturing, meeting the Company's manufacturing needs for
     its preclinical and clinical product candidates and preparing
     the Company for commercial manufacturing;

   * for Ulrik B. Nielsen, the Company's Senior Vice President and
     Chief Scientific Officer, advancing the Company's preclinical
     and early stage clinical product candidates; and

   * for Clet M. Niyikiza, the Company's Executive Vice President
     of Development, advancing MM-398 and MM-121 in clinical
     development and promoting the Company's clinical strategy.

The general management contribution of each named executive
officer will be evaluated retrospectively and will focus more
broadly on overall contributions during the year to the
improvement of processes and efficiency, the development of human
and scientific capacity and the development and management of
stakeholders, including partners, collaborators, investigators,
stockholders and licensees, rather than on specific, pre-
determined criteria.

Each named executive officer is eligible to receive an annual cash
bonus under the 2012 Bonus Program up to a fixed percentage of his
base salary, with the foregoing elements determining the
percentage of the annual cash bonus that the named executive
officer will receive.  For 2012, Mr. Mulroy is eligible to receive
an annual cash bonus of up to 50% of his 2012 base salary and each
of Mr. Sullivan, Dr. Khan, Dr. Nielsen and Dr. Niyikiza are
eligible to receive annual cash bonuses of up to 40% of their 2012
base salaries.

Notwithstanding the foregoing, the Committee has the authority to,
in its sole discretion, adjust the bonus percentage in connection
with its review of the named executive officer's performance and
to modify the amount of the annual cash bonus above or below the
amount calculated.

                           About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

The Company's balance sheet at June 30, 2012, showed $138.70
million in total assets, $105.62 million in total liabilities,
$343,000 in non-controlling interest and $32.74 million in total
stockholders' equity.

As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' 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
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.


MGM RESORTS: Fitch Rates Proposed Sr. Unsec. Notes Due 2020 'B-'
----------------------------------------------------------------
Fitch Ratings assigns a 'B-/RR4' rating to MGM Resort
International's (MGM) proposed senior unsecured notes due 2020.
The Rating Outlook is Stable.

The proceeds from the proposed issuance will be used to refinance
existing debt and is the third-sizable unsecured issuance this
year (issued $1.85 billion prior to this).  Upon the closing of
this transaction MGM should be able to address its maturities
through all of 2013 and part of 2014.  Fitch views these
transactions plus MGM's improving free cash flow (FCF) prospects
favorably, which may lead to positive rating action within the
near term.

Pro forma for repayment of the 6.75% notes that mature September
2012 and the proposed issuance MGM has $1.7 billion in liquidity
($1.5 billion excluding non-extended revolver availability).  MGM
has $1.4 billion of maturities in 2013, including $750 million in
13% secured notes (secured by New York-New York and has pro rata
security in Bellagio, MGM Grand and Mirage).  There is $1.3
billion of debt maturing in 2014, half of which is comprised of
10.375% secured notes (Bellagio and Mirage).

MGM's refinancing transactions have been largely interest expense
neutral to date. The notes issued previously in 2012 have a
weighted average coupon of 8.15% and were used to refinance notes
and loans with interest of around 7%.  This negative differential
was offset by MGM extending a large portion of its credit facility
(about $1.1 billion extended that is outstanding) with interest
200 basis points lower relative to the non-extended facility.  In
2013, MGM's 13% secured notes mature in November and 11.125%
secured notes due 2017 become callable in May at 105.563.  Fitch
estimates that MGM can save $60 million-$70 million by refinancing
these notes not counting savings MGM can realize by pledging
additional assets to the credit facility (pricing is based on
collateral coverage).

Fitch expects that core domestic operations will also continue to
drive improvements in FCF, which is approximately $50 million for
the latest 12-month (LTM) period ending June 30, 2012 for the
domestic group.  Las Vegas Strip represents 78% of MGM's wholly-
owned property EBITDA for the LTM period ending June 30, 2012.
Fitch believes the fundamental outlook for the LV Strip remains
among the safest markets in the U.S. for the balance of 2012 and
2013, supported by minimal supply growth.  Fitch is maintaining
its outlook for 2% visitation growth this year, but revising its
LV Strip gaming revenue outlook to +2-3%.  Fitch currently expects
visitation and revenue growth in 2013 to be similar to 2012.

The Las Vegas Strip recovery trajectory slowed materially in
second-quarter and forward trends softened, as the shorter-term
group/business segment (i.e. in the year, for the year) weakened.
Visitation is up 1.9% year-to-date through July, in line with
Fitch's initial forecast of +2%, while gaming revenues are up 3.2%
on the LV Strip, slightly below our forecast of a 5% increase.
Any upcoming decision by Fitch to take positive rating action
would hinge on the Las Vegas recovery remaining in line with
Fitch's base case scenario outlined above.

Fitch will also factor in MGM's expansion plans in Massachusetts,
Maryland, Ontario and Macau when considering positive action.  MGM
announced development plans at National Harbor (right outside
Washington DC) and in Springfield, MA with each development
budgeted at $800 million.  These projects are subject to MGM being
awarded a license through a competitive bidding process in each
market and the Maryland license needs to pass a referendum in
November.  In Toronto, MGM is proposing a $2 billion - $6 billion
casino resort.  However, Ontario Lottery and Gaming Corp's plans
to revamp the province's gaming regulation, which may allow a
casino in the Toronto area, are not yet finalized.  MGM also has
plans to develop a $2.5 billion casino resort on Cotai through its
51% owned MGM China.

Fitch believes that the Cotai project has a high probability of
moving forward but the other three mentioned may or may not occur.
When considering an upgrade, Fitch will try to assess the
probability of these projects moving forward and will look for
more clarity on MGM's funding plans for each.  A heavy project
pipeline that relies on considerable capital contributions from
MGM's main restricted group would be viewed negatively and may
forestall the positive rating momentum.

Credit concerns that will somewhat constrain upward potential in
the ratings include MGM's high leverage, weak albeit improving
FCF, and thin covenant cushion.  These negative considerations
leave MGM susceptible to a downturn on the Las Vegas Strip
although with a 'B-' IDR there is some cushion for mild declines
that are seen as temporary by Fitch.  The domestic group's
leverage as of June 30, 2012 is high at approximately 11x.
Reported covenant EBITDA for LTM period ending June 30, 2012 is
$1.3 billion relative to a covenant threshold of $1.20 for the
period.  The covenant steps up to $1.25 billion in March 2013 and
$1.30 billion in June 2013.  The Macau dividend received by the
domestic group is counted in the covenant EBITDA, providing MGM a
degree of flexibility with respect to the covenant.

Fitch currently rates MGM as follows:

  -- IDR 'B-';
  -- Senior secured notes due 2013, 2014, 2017, and 2020
     'BB-/RR1';
  -- Senior credit facility 'B/RR3';
  -- Senior unsecured notes 'B-/RR4';
  -- Convertible senior notes due 2015 'B-/RR4';
  -- Senior subordinated notes 'CCC/RR6'.


MGM RESORTS: Moody's Rates $700-Mil. Senior Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MGM Resorts
International's proposed $700 million senior unsecured notes due
2020. Moody's affirmed the company's B2 Corporate Family and
Probability of Default ratings, Ba2 senior secured ratings, B3
senior unsecured ratings, and Caa1 senior subordinated ratings.
MGM has an SGL-3 Speculative Grade Liquidity rating and a stable
rating outlook.

"MGM's proposed note offering is another positive step towards
refinancing its considerable debt maturities in the next two
years," stated Peggy Holloway, Vice President and Senior Credit
Officer. MGM intends to use the net proceeds from the proposed
offering to repay debt, which may include outstanding revolving
credit loans to free up capacity for near term debt maturities.
Assuming the proposed transaction occurs, Moody's estimates MGM
will have adequate liquidity to support operations and all 2013
debt maturities of approximately $1.3 billion.

Ratings assigned:

MGM Resorts International

  Proposed approximate $700 million senior unsecured notes due
  2020 at B3 (LGD 4, 69%)

Rating affirmed and LGD assessments revised where applicable:

MGM Resorts International

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  Senior secured notes at Ba2 (LGD 2, 13% from LGD 2, 14%)

  Senior unsecured notes at B3 (LGD 4, 69% from LGD 5, 70%)

  Senior unsecured shelf at (P)B3

  Senior subordinated shelf at (P)Caa1

  Subordinated shelf at (P)Caa1

  Speculative Grade Liquidity at SGL-3

Mandalay Resort Group

  Senior unsecured notes at B3 (LGD 4, 69% from LGD 5, 70%)

  Senior subordinated notes at Caa1 (LGD 6, 96%)

Ratings Rationale

The affirmation of MGM's B2 Corporate Family Rating reflects MGM's
improving liquidity position and Moody's view that slowly
improving trends in visitation, room rates, and gaming in Las
Vegas will continue into 2013 and help improve MGM's leverage and
coverage metrics, albeit modestly.

Despite MGM's success at improving its debt maturity profile, the
B2 Corporate Family Rating acknowledges that approximately $2.52
billion of the company's fixed-rate bonds matures between 2013 and
2014. MGM has bond debt of approximately $1.36 billion (including
a high coupon 13% $750 million secured bond) maturing in 2013 and
about $1.1 billion in 2014. Also of concern is the company's high
leverage and thin interest coverage. Debt/EBITDA for the 12-month
period ended June 30, 2012 (excluding the Macau joint venture) was
11 times and EBITDA coverage of interest was only slightly above
one time. Additionally, a significant portion of MGM's revenue and
earnings comes from only one gaming market -- the Las Vegas Strip.

The stable rating outlook reflects Moody's view that MGM will
continue to execute transactions that will improve its liquidity
profile. Additionally, Moody's expects rising visitation to the
Las Vegas Strip will improve MGM's earnings and improve the
company's debt/EBITDA (excluding the Macau joint venture) to below
10 times by year-end 2012.

Given MGM's high leverage, Moody's does not expect upward rating
momentum. However, MGM's ratings could be raised if the Las Vegas
Strip's recovery gains greater momentum -- particularly sustained
growth in gaming revenue, and if the company can improve its debt
maturity profile. The ratings could be downgraded if improving
operating conditions in Las Vegas stall or MGM is unable to
further improve its liquidity profile.

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

MGM Resorts International owns and operates 14 wholly-owned
properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois. MGM has a 51% interest in MGM Grand Macau, a hotel-
casino resort in Macau S.A.R. and a 50% interest in CityCenter, a
multi-use resort in Las Vegas, Nevada. MGM generates annual net
revenue of approximately $9.0 billion on a consolidated basis and
approximately $6.2 billion excluding Macau.


MGM RESORTS: Prices $1 Billion in Unsecured Debt at Par
-------------------------------------------------------
MGM Resorts International has priced $1 billion in aggregate
principal amount of 6.75% senior notes due 2020 at par.

In a press release dated Sept. 14, 2012, MGM Resorts said it plans
to offer $700 million in aggregate principal amount of senior
notes.  Later in the day, the Company issued another press release
increasing the figure by $300 million.  The transaction is
expected to close on Sept. 19, 2012.

The Company plans to use the net proceeds to repay a portion of
its indebtedness, which may include indebtedness under its senior
credit facility or outstanding debt securities.

The notes will be general unsecured senior obligations of the
Company, guaranteed by substantially all of the Company's wholly
owned domestic subsidiaries which guarantee the Company's other
senior indebtedness, and equal in right of payment with, or senior
to, all existing or future unsecured indebtedness of the Company
and each guarantor.

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at June 30, 2012, showed $27.26
billion in total assets, $17.85 billion in total liabilities and
$9.41 billion in total stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MICHIGAN HIGHER: Moody's Cuts Ratings on Six Bond Classes to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded six classes of student
loan revenue bonds, issued by Michigan Finance Authority,
previously known as Michigan Higher Education Student Loan
Authority. The downgrades conclude Moody's review of the bonds
initiated in April 2012 following the implementation of "Moody's
Approach to Rating Securities Backed by FFELP Student Loans"
methodology. The underlying collateral consists of a pool of
Federal Family Education Loan Program (FFELP) student loans that
are guaranteed by the Department of Education for a minimum of 97%
of defaulted principal and accrued interest.

Ratings Rationale

The ratings were downgraded as a result of the increased expected
defaults Moody's observed in the FFELP loan pools during the
recent years. Moody's updated cash flow assumptions it uses to
rate FFELP securitizations reflect this trend. In addition,
interest rates on the outstanding tax-exempt bonds in this
transaction are calculated as a product of an interest rate index
and a multiple that depends on the ratings of the bonds, i.e., the
lower the rating the higher the multiple. When the ratings on the
bonds are less than investment grade, the multiple increases from
2.0 to 2.65, which causes a negative excess spread in some high
interest rate cash flow scenarios. This, in turn, erodes
collateral base of the transaction.

Principal Methodology

The principal methodology used in this rating was Moody's Approach
to Rating Securities Backed by FFELP Student Loan published in
April 2012.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

The ratings on the bonds would not be upgraded if spread between
LIBOR index on the liability side and the one- month LIBOR index
on the asset side is 10 bps lower, or downgraded if the spread is
10 bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R) (SFW), a
cash flow model developed by Moody's Wall Street Analytics.

The complete rating actions are as follows:

Issuer: Michigan Higher Education Student Loan Authority (Series
XII)

96 Ser. XII-N, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

99 Ser. XII-R-1, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

99 Ser. XII-R-2, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

00 Ser. XII-U, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

03 Ser. XII-Z2, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade

03 Ser. XII-Z3, Downgraded to Ba3 (sf); previously on Apr 2, 2012
A3 (sf) Placed Under Review for Possible Downgrade


NATURAL PORK: AgStar Pushes for Expedited Sale
----------------------------------------------
AgStar Financial Services, ACA and AgStar Financial Services,
FLCA, object to the request of Natural Pork Production II, LLP,
for interim use of cash tied to the Company's pre-bankruptcy loan
obligations.

A group, called IC Committee, which purports to represent persons
who dissociated from the Debtor, also objects to the Debtor's
request to use cash collateral.

AgStar asserts a $3,816,457 claim secured by, among other things,
real property, equipment and fixtures in Indiana.  Prior to the
bankruptcy filing, AgStar was advised that the Debtor had
negotiated the sale of various properties in the States of Iowa
and Indiana.  Based on the representations made to AgStar, and on
AgStar's knowledge and belief, AgStar was under the understanding
that management for the Debtor intended to consummate sale
transactions whereby the majority of the operating assets of the
Debtor would be liquidated and proceeds paid, at least in part, to
satisfy the claims of certain secured creditors.

The bankruptcy case was filed two days before a duly scheduled
state court hearing on an application for appointment of
receivership of the Debtor.  AgStar says it has no interest in
those state court proceedings, but the dispute appears to be
between holders of debt arising on account of their disassociation
from the Debtor partnership as opposed to the conflicting
financial interest of the remaining equity holder of the Debtor
partnership.  AgStar says the dispute should not be permitted to
become a basis for delay of the asset sales.  AgStar asserts that
without the court's direction with respect to the treatment and
potential consummation of sales of assets, the asset sales may not
be timely closed.

While AgStar does not have cash collateral as that term is defined
at 11 U.S.C. Sec. 363(A), AgStar contends it does have an interest
in property, pursuant to 11 U.S.C. Sec. 363(E) that is deserving
of protection with respect to any order entered into by the court
which permits the use of cash collateral.

AgStar requests that any authority on the part of the Debtor to
use cash collateral be conditioned on "the right, in the event of
default of payments to AgStar, to obtain relief from the automatic
stay upon application to the court and without hearing, the only
defense being that payment was in fact made, so that it may
proceed to foreclose on its mortgages and/or security interests in
accordance with state law."

AgStar also requests that any authority to use cash collateral
should be conditioned upon the court ordering and directing that,
upon application of AgStar and/or other secured creditors, the
Debtor's representative appear at an examination under Rule 2004
of the Federal Rules of Bankruptcy Procedure for purposes of
producing all purchase and sale agreements with respect to the
Debtor's assets, which were entered into prepetition.

The IC Committee objects to the use of cash collateral to the
extent the Debtor seeks to use cash or receivables from South
Harlan LLC, North Harlan LLC, Brayton LLC, Crawfordsville LLC, and
Onyx Partners LLC as these entities are not debtors.  The IC
Committee also objects to the proposed carveout for attorney fees
to the extent the Debtor wants to pay these from cash and
receivable of any of the non-debtor affiliates.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa  Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  The Debtor
has tapped Person Jeffrey D. Goetz, Esq. and Bradshaw, Fowler,
Proctor & Fairgrave, P.C., as general reorganization counsel;
Person Falck and Associates, as consultants; and Person Davis,
Brown, Koehn, Shors & Roberts, P.C., as attorneys.

Attorneys for AgStar Financial Services, ACA, and and AgStar
Financial Services, FLCA, are:

          Gary W. Koch, Esq.
          Michael S. Dove, Esq.
          2700 South Broadway
          P. O. Box 458
          New Ulm, MN 56073-0458
          Tel: 507-354-3111
          Fax: 507-354-8447

The IC Committee, which purports to represent persons who
dissociated from the Debtor, is represented by:

          Michael P. Mallaney, Esq.
          HUDSON MALLANEY SCHINDLER & ANDERSON PC
          5015 Grand Ridge Drive, Suite 100
          West Des Moines, IA 50265-5749
          Tel: 515-223-4567
          Fax: 515-223-8887


NEW BREED HOLDING: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to High Point, N.C.-based New Breed Holding Co. "We
also assigned a 'B' issue rating to the company's proposed $300
million term loan B and $50 million revolving credit facility. New
Breed Inc., a subsidiary of New Breed Holding Co., is a co-
borrower. We assigned a recovery rating of '3' to both the term
loan and revolving credit facility, indicating our expectation
that lenders would receive a meaningful recovery (50%-70%) in the
event of a payment default," S&P said.

"Our ratings on New Breed reflect its highly leveraged capital
structure, customer and industry concentration, and very
aggressive financial policy. Offsetting these risks to some extent
is its contracted revenue base and the favorable growth prospects
of the outsourced logistics industry. We characterize the
company's business risk profile as 'weak' and its financial risk
profile as 'aggressive,'" S&P said.

"New Breed provides a variety of logistics services to its
customers, including order fulfillment, manufacturing support,
returns processing, and distribution of service parts. Its
customer base primarily consists of companies in the wireless,
technology, aerospace and defense, and retail sectors," S&P said.

"New Breed has significant customer concentration," said Standard
& Poor's credit analyst Lisa Jenkins. "While this risk is
mitigated somewhat by the contractual nature of its business and
the staggered maturity schedule of its contracts, the impact of
the loss of one of its larger customers would be material."

"New Breed is entering into a new credit facility in order to fund
an equityholder distribution and refinance existing debt.
Following completion of the deal, the company will be highly
leveraged, with a ratio of debt to EBITDA (adjusted for operating
leases) projected to be in the 4.5x-5.0x area this year.
(Privately held New Breed does not disclose financial information
Publicly,)" S&P said.

"The outlook is stable. We expect the company to generate positive
free cash flow over the next two years, assuming that it continues
to pursue a disciplined growth strategy.  However, we also believe
the company will continue to make distributions to equityholders
from time to time as it has in the past," S&P said.


NORTHAMPTON GENERATING: Seeks Fifth Exclusivity Extension
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co. LP has been receiving
extensions of exclusive plan-filing rights in one month increments
from the U.S. Bankruptcy Court in Charlotte, North Carolina.

According to the report, undeterred, the company filed papers last
week for an 11-week enlargement of so-called exclusivity.  If
approved by the judge at an Oct. 9 hearing, the deadline would be
pushed out to Dec. 28.  The new exclusivity motion was
Northampton's fifth.  The company again said it's analyzing
options with regard to a reorganization plan.

                   About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

No request for the appointment of a trustee or examiner has been
made, and no statutory committee or trustee has been appointed in
the case.


OLLIE'S HOLDINGS: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned first-time Corporate Family and
Probability of Default Ratings of B2 to Ollie's Holdings, Inc.
Moody's also assigned a B2 (LGD 4, 57%) rating to the company's
proposed $225 million senior secured term loan B due 2019. The
rating outlook is stable. The ratings assigned are subject to
receipt and review of final documentation.

Proceeds from the proposed secured term loan, as well as drawings
under the company's (unrated) $75 million asset-based revolver and
equity will be used to acquire Ollie's from its existing owners in
an LBO transaction sponsored by CCMP Capital Advisors and
management.

The following ratings were assigned:

Ollie's Holdings, Inc.

  Corporate Family Rating of B2

  Probability of Default Rating of B2

  $225 million senior secured term loan B due 2019 at B2
  (LGD 4, 57%)

Ratings Rationale

Ollie's B2 Corporate Family Rating reflects the company's high
financial leverage -- debt/EBITDA (incorporating Moody's standard
analytical adjustments) is expected to be in the high five times
range -- following its acquisition. Ratings also reflect the
company's limited scale with LTM sales of around $430 million, and
its narrow geographic focus with 122 stores across 13 states
primarily in the eastern United States. The rating takes into
consideration the consistent organic revenue growth of the
company, primarily through new store openings, and consistent
double-digit EBITDA margins. The ratings also reflect Moody's
expectations the company will be able to maintain a good overall
liquidity profile, which will enable it to continue to invest in
continued store growth.

The B2 rating assigned to the company's secured term loan B
reflects its first lien position on substantially all assets of
the company and its second-lien position on the company's accounts
receivable and inventories (which are pledged on a first-lien
basis to the company' $75 million asset based revolver).

The stable outlook reflects Moody's expectations that Ollie's
financial leverage will remain high as it invests free cash flow
primarily into expansion of its new store base at a pace
consistent with historical trends.

Ratings could be upgraded if the company were to continue to
profitably expand its store base over time while also seeing
improvement in credit metrics. Quantitatively, ratings could be
upgraded if the company demonstrated the ability and willingness
for debt/EBITDA to be sustained in the high four times range while
also maintaining a good overall liquidity profile.

Ratings could be downgraded if the company's store expansion was
not executed well, or if as a result of this expansion there was a
significant degree of cannibalization of sales of existing stores.
Ratings could also be downgraded if the company's good liquidity
profile were to erode. Quantitatively, ratings could be lowered if
debt/EBITDA was sustained above 6 times or interest coverage
approached 1.5 times.

The principal methodology used in rating Ollie's Holdings, Inc.
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Harrisburg, PA, Ollie's Holdings, Inc. operates
122 stores across 13 states under the "Ollie's Bargain Outlet"
brand. LTM sales are approximately $430 million.


OLLIE'S HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Ollie's Holdings Inc., the parent company of
Ollie's Bargain Outlet Inc., and issuer of its $225 million term
loan. The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating with a '4'
recovery rating to the company's $225 million term loan due 2019.
The '4' recovery rating indicates our expectation for modest (30%
to 50%) recovery of principal in the event of a payment default,"
S&P said.

"According to the company, it will use the proceeds from the $225
million term loan and $25 million drawn under the unrated $75
million revolving credit facility, as well as about $465 million
of equity, to fund the acquisition of Ollie's Bargain Outlet in a
transaction value at $700 million," S&P said.

"The speculative-grade rating on Ollie's Bargain Outlet reflects a
'weak' business risk profile and a 'highly leveraged' financial
risk profile. The business risk profile is based on Standard &
Poor's opinion that the company is a smaller regional player in a
highly competitive and fragmented close-out industry," S&P said.

"We also expect that the company will pursue a high-growth
strategy over the next year, but should maintain good
profitability," said Standard & Poor's credit analyst Ana Lai. The
financial risk profile is likely to remain highly leveraged due to
the significant amount of debt incurred to fund the buyout, with
total debt to EBITDA reaching 5.8x in fiscal 2012 but declining
toward the 5.0x area in 2013 given expected debt reduction using
free cash flow and EBITDA growth.

"The stable outlook reflects our expectations for continued
positive operating momentum with solid revenue growth driven by
store expansion, while maintaining good profitability. We expect
Ollie's credit measure to improve modestly as it uses a portion of
its free cash flow to reduce debt and demonstrate EBITDA gains,"
S&P said.

"We could consider a lower rating if sales momentum decelerates
from softer-than-expected sales from new stores and operating
expenses outpaces sales growth such that total debt to EBITDA
exceeds 6.5x. This could occur if sales growth decelerates to 15%
while SG&A grows 18%," S&P said.

"A higher rating is possible if Ollie's performs above our
expectations due to stronger-than-expected comparable-store sales
and better-than-expected sales leverage, such that total debt to
EBITDA declines below 5x. This could occur if sales growth is 22%,
outpacing SG&A growth of 14%," S&P said.


OMNICARE INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BBB-' senior
unsecured debt rating and '1' recovery rating to Cincinnati-based
Omnicare Inc.'s amended-and-extended credit facility, consisting
of a $300 million revolver and a $425 million term loan A, both
maturing in 2017. "The '1' recovery rating indicates our
expectation for very high (90%-100%) recovery in the event of a
default. We also affirmed our existing ratings on the company,
including our 'BB' corporate credit rating. The rating outlook is
stable," S&P said.

"The amendment will lower interest rates on borrowed debt under
the facility by an estimated 50 basis points (bps), push out
maturities by one year, and reduce the term loan A balance by only
about $8 million; while positive, these changes are not
significant enough to alter our view on the company's ratings or
outlook," said Standard & Poor's credit analyst Jesse Juliano.

"We rate Omnicare's existing senior unsecured credit facility
'BBB-' (two notches above the corporate credit rating) with a
recovery rating of '1', indicating our expectation for very high
(90%-100%) recovery in the event of default. We rate the company's
subordinate debt 'BB' with a recovery rating of '4', indicating
our expectation for average (30%-50%) recovery in the event of
default. In addition, we rate the senior unsecured 3.25%
convertible debt 'B+' (two notches lower than the corporate credit
rating) with a '6' recovery rating, indicating our expectation for
negligible (0%-10%) recovery in the event of default," S&P said.


PATRIOT COAL: U.S. Trustee Lobbies Against Equity Committee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the United States Trustee contends the Patriot Coal
Corp. shareholders aren't entitled to have a judge decide in
advance of a Sept. 24 hearing if equity can have representatives
whose fees would be paid by the company.

According to the report, the Justice Department's bankruptcy
watchdog recited in her Sept. 14 papers how shareholders carry a
"heavy burden" of showing a "substantial likelihood" that equity
will have a "meaningful distribution."  The U.S. Trustee pointed
to the July 31 balance sheet where shareholders' equity was 1.6%
of book assets.  Given that shareholders' equity plunged more than
$530 million in the first half of 2012, the U.S. Trustee said the
equity holders haven't sustained their burden of showing a
respectable possibility of solvency.

The report relates that the bond market implies that Patriot is
far short of solvent.  The $200 million in 3.25% senior
convertible notes due 2013 traded at 9:49 a.m. on Sept. 14 for
11 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $250 million in 8.25% senior unsecured notes due 2018 traded
on 2:54 p.m. on Sept. 14 for 45 cents on the dollar.  Supporting
an argument for solvency, the shareholders said that Patriot has
$1.4 billion in tax loss carry forwards not carried as an asset on
balance sheet.

The Bloomberg report discloses that shareholders seeking a
committee include CompassPoint Partners LP.

The report notes that the bankruptcy judge in New York may never
decide whether there should be an equity committee.  The judge has
heard argument from the U.S. Trustee on a motion to transfer the
case out of New York.  The judge said she would issue a ruling
later.  If she sends the case away before ruling on the committee
question, the new judge will decide on an equity committee.

Members of the United Mine Workers of America are among those
rallying to move the Patriot Coal case to the bankruptcy court in
Charleston.

"We did not go looking for this fight. But if a fight is what they
want they came to the right place," a WSAZ.com report last week
quoted a rally speaker as saying.  "Now we got a bunch of
corporate greedy executives in New York that want to take our
healthcare and our pensions away that you worked for, that you
earned and you deserve -- I say no."

According to WSAZ.com, the UMWA said the bankruptcy could take
health benefits and pensions away from former and current
employees.  The report quoted Joe Carter with UMWA District 17 as
saying: "This affects a lot of people.  There's over 12,000
retirees and there's 2,000 active workers, and actually it affects
about 22,000 people."

                        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.


PEAK RESORTS: Wins Approval of Financing from FDIC
--------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that upstate
New York ski resort Greek Peak received the bankruptcy court's
approval to access bankruptcy financing being provided by the
Federal Deposit Insurance Corp., a situation the agency called
"unprecedented" in court documents.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PCS EDVENTURES!.COM: Had $355,800 Net Loss in June 30 Quarter
-------------------------------------------------------------
PCS Edventures!.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $355,818 on $565,032 of revenues
for the fiscal quarter ended March 31, 2012, compared with a net
loss of $607,120 on $563,790 of revenues for the same period of
the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $532,652 in
total assets, $1.5 million in total liabilities, and a
stockholders' deficit of $995,978.

"Cash provided by operations for Q1 was $32,199 compared to cash
used by operations of ($69,017) in the same period last year.  The
Company ended the first quarter of FY 2013 with $24,678 in cash,
total current assets of $458,088 and total current liabilities of
$1,503,630, resulting in a working capital deficit of $1,045,542
compared to a working capital deficit of $317,623 for the quarter
ended June 30, 2011.  The Company had a current ratio at June 30,
2012, and 2011, of 0.30 and 0.69, respectively.  This decrease in
liquidity was due primarily to continuing net losses which were
partially financed through short term debt and minimal equity
financing.  We have an accumulated deficit of ($36,902,324) and
shareholders' equity of ($995,978)."

A copy of the Form 10-Q is available at http://is.gd/s9ARom

                     About PCS Edventures.com!

Boise, Idaho-based PCS Edventures.com!, Inc., is engaged in the
business of developing, marketing, and distributing educational
products and services for the PreK-16 market that are implemented
in PCS private learning centers and sold to public and private
schools and institutions.  These products include professional
development, proprietary hardware and software, curriculum, and
comprehensive learning labs bundled with related technologies and
programs.  Its products and technologies target public and private
school classrooms for pre-kindergarten through college, as well as
the afterschool market that includes YMCAs, Boys and Girls Clubs,
and 21st Century Learning Centers.

                           *     *     *

M&K CPAS, PLLC, in Houston, in its report of the Company's
financial position and results of operations for the fiscal year
ended March 31, 2012, said the Company has suffered reoccurring
losses and negative cash flow from operations, both of which raise
substantial doubt about its ability to continue as a going
concern.


PEREGRINE FINANCIAL: Wasendorf Admits Stealing at Least $100-Mil.
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the former chief executive
officer of liquidating commodity broker Peregrine Financial
Group Inc., will plead guilty on Sept. 17 to four charges of mail
fraud, embezzlement and making false statements.  He will be
released and confined to his pastor's home with his location
monitored by a global-positioning device.

According to the report, U.S. Magistrate Judge Jon Stuart Scoles
said in a filing Sept. 13 in federal court in Cedar Rapids, Iowa,
that Mr. Wasendorf is no longer a suicide threat and isn't likely
to flee.  The charges against Mr. Wasendorf by themselves don't
justify holding him in jail without bail or other conditions of
release, Judge Scoles said in his ruling.  Mr. Wasendorf has been
jailed since his arrest on July 13.  He hadn't requested bail and
has been cooperating with authorities, as described in Judge
Scoles's ruling.  Mr. Wasendorf admitted the fraud began in the
early 1990s and that he misappropriated more than $100 million in
customers' funds.  The charges to which Mr. Wasendorf will plead
guilty carry a maximum of 50 years imprisonment, Judge Scoles
said.  The judge will set other terms of release at the Sept. 17
hearing.

                     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.


PICCADILLY RESTAURANTS: Status Conference Set for Jan. 29
---------------------------------------------------------
The Bankruptcy Court scheduled a Status Conference Hearing in the
Chapter 11 cases of Piccadilly Restaurants, LLC, Piccadilly Food
Service, LLC, and Piccadilly Investments, LLC, to be held Jan. 29,
2013, at 10:00 a.m. at Courtroom, Lafayette.

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtorrs' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PINNACLE AIRLINES: Union-Busting Motions Filed under Seal
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp., a feeder airline, began the
process last week of having the bankruptcy court revise contracts
with unions representing pilots and flight attendants.

According to the report, both motions are under seal, so the
economic basis for the desire to modify the contracts wasn't
disclosed publicly.  Pinnacle's brief explaining the legal
rationale for modifying the contracts is also entirely under seal.

The report relates that when American Airlines Inc. sought court
authorization to modify union contracts, the papers were filed
publicly, with redactions of sensitive information that would be
harmful if known by competitors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.

                      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 AIRLINES: Pilots Say Rejection an Ill-Advised Distraction
------------------------------------------------------------------
Capt. Tom Wychor, Chairman of the Pinnacle Airlines arm of the Air
Line Pilots Association, Int'l (ALPA), released the following
statement regarding the Section 1113 filing by Pinnacle
Corporation.

"Late last night Pinnacle filed a motion in the U.S. Bankruptcy
Court for the Southern District of New York to reject the pilots'
collective bargaining agreement.  While this filing was expected,
we do not think that it was necessary for Pinnacle to take this
step so shortly after contract negotiations resumed.  We believe
the filing is an ill-advised distraction from the real work of
negotiating a consensual agreement that maintains industry
standard pay, work rules and benefits and can garner pilot support
to help Pinnacle move through this difficult period.

"We acknowledge that concessions are necessary to allow Pinnacle
to successfully reorganize.  The extraordinary level of
concessions sought by Pinnacle, however, would set a new floor for
pilot contracts within the regional airline industry.  The bottom
line is this: in the five months since company executives filed
for bankruptcy, they have not been able to justify the level of
concessions they are seeking.  Rather than solving its problems,
Pinnacle executives are attempting to use the bankruptcy process
to gain an overwhelming and unfair competitive advantage in the
industry.  We firmly believe that if the bankruptcy court allows
Pinnacle to implement steep reductions in our wages, work rules
and benefits that it is proposing, the cost of pilot attrition and
inability to hire new pilots in the future would vastly outweigh
the assumed short-term benefits of the imposed cuts.

"We encourage our management to bring to the bargaining table the
same energy they have used to run to the courtroom.  We must find
enough common ground to form the basis for a new agreement, one
that provides a future for both Pinnacle Airlines and its pilots."

Founded in 1931, ALPA is the world's largest pilot union,
representing more than 52,000 pilots at 36 airlines in the United
States and Canada, including more than 2,700 pilots at Pinnacle
Airlines.

                      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.


PURATONE: Manitoba Pork Producer Files for Bankruptcy
-----------------------------------------------------
Phil Franz-Warkentin at Dow Jones' DBR Small Cap reports that
Puratone, one of the three largest hog producers in Manitoba, has
filed for creditor protection, making it the second major hog
company in western Canada to run into problems this week,
following Big Sky Farms in Saskatchewan.


REALOGY CORP: Extends Employment of Chairman & CEO Until 2016
-------------------------------------------------------------
Realogy Corporation amended its employment agreement with Richard
A. Smith, the Company's Chairman, chief executive officer and
president.  The amendment provides for an extended term ending on
April 9, 2016.  Mr. Smith replaced Henry R. Silverman as Chairman
on Feb. 27, 2012.

A copy of the employment agreement, as amended, is available for
free at http://is.gd/AFe2p1

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $439 million in 2011, a net
loss of $97 million in 2010, and a net loss of $260 million in
2009.

The Company's balance sheet at June 30, 2012, showed $7.82 billion
in total assets, $9.54 billion in total liabilities, and a
$1.72 billion total deficit.

                           *     *     *

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the U.S.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RESIDENTIAL CAPITAL: $15-Mil. Sale Considered De Minimis
--------------------------------------------------------
Residential Capital LLC and its affiliates are charged with
winding down the Chapter 11 cases to maximize the value of the
estates' assets for the benefit of creditors.  As part of that
duty, the Debtors must sell their remaining assets, some of which
will constitute de minimis asset sales, to generate the maximum
recovery.

The Debtors accordingly sought and obtained authorization to sell
de minimis assets, establish procedures for the sale or disposal
of de minimis assets, and pay fees and expenses related to the
disposal of those assets.  De minimis assets are those with sale
price of less than or equal to $2.5 million or sale price greater
than $2.5 million but less than or equal to $15 million.

Prior to entry of the Court order, Wendy Alison Nora, a claimant,
objected to the de minimis asset sale procedures and asked for
specific notice of any attempt to sell her home located in
Madison, Wisconsin, so she may seek injunctive relief against any
proposed sale of her home.  In response to Ms. Nora's objection,
the Debtors said they do not currently intend to sell any real
estate owned property pursuant to the de minimis asset sale
procedures and if they do intend to sell Ms. Nora's property, they
will provide Ms. Nora with notice in accordance with the de
minimis asset sale procedures.

The Debtors added that they also negotiated the terms of the de
minimis asset sale procedures with various parties-in-interest
who filed informal objections.  The Debtors and the informal
objectors agreed that:

   (a) A de minimis asset sale may not proceed absent written
       agreement between the Debtors and any objecting party
       resolving an objection, or entry of an order by the Court
       specifically approving the de minimis sale.

   (b) The Debtors will not sell prepetition "MSR Collateral" (as
       the term is defined in the Final Cash Collateral Order)
       pursuant to the de minimis asset sale procedures.

   (c) The Debtors will segregate cash generated from any de
       minimis asset sale in accordance with the Cash Management
       Order, including segregating cash generated from any de
       minimis sale of collateral securing any of the Debtors'
       financing facilities into the specific bank accounts
       established for the benefit of the lenders under those
       financing facilities.

                    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: Committee Proposes Info Sharing Protocol
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital's Chapter 11 cases seeks the Court's authority to
establish and implement procedures for information sharing in
order to facilitate its duties under Section 1102(b)(3) of the
Bankruptcy Code to provide general unsecured creditors with access
to information related to the Chapter 11 cases.

The Information Sharing Procedures establish a framework so that
the Committee can provide general unsecured creditors with access
to information through, without limitation, (i) the establishment
and maintenance of a Web site; (ii) the establishment and
maintenance of a designated telephone hotline and e-mail address
for general unsecured creditors to contact the Committee on
matters related to the Chapter 11 Cases; and (iii) procedures for
general unsecured creditors to make information requests directly
from the Committee.

A general unsecured creditor may make a written information
request seeking disclosure of information from the Committee and
the Committee will, within 15 calendar days of receiving request,
respond to that request.

The Committee proposes that it not be required to provide or
disclose to its non-member constituents, without further Court
order (i) any confidential materials; (ii) any other information
covered by an applicable confidentiality agreement with the
Committee; (iii) any other information whose disclosure would
constitute a breach or violation under any agreement or contract
to which the Committee; or (iv) any other information the
disclosure of which would constitute a waiver of any applicable
privilege, including, without limitation, attorney-client
privilege and work-product privilege.

Any information received by the Committee from any entity in
connection with an examination pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure or in connection with any
formal or informal discovery in any contested matter, adversary
proceeding, or other litigation will not be governed by the terms
of the proposed Order but, rather, by any order governing that
discovery.

The Committee proposes not to provide access to information to
any entity that has not demonstrated to the satisfaction of the
Committee that it holds claims of the kind described in Section
1102(b)(3) of the Bankruptcy Code, nor will the Committee be
required to satisfy an Information Request, which, in its
judgment, is unduly burdensome.

If the Requesting Creditor is a competitor or prospective
competitor of the Debtors and the information requested may
impair the Debtors' business in any material way, no information
will be disclosed unless the Court orders the disclosure after
notice and a hearing.  The determination that a Requesting
Creditor is a competitor or prospective creditor will be
reviewable by the Court.

If the Committee denies the Information Request, then the
Requesting Creditor must make a good-faith effort to meet and
confer with an authorized representative of the Committee
regarding the Information Request.  If no consensual resolution
is reached through the meet and confer, then the Requesting
Creditor may file a motion to compel disclosure for cause.  If
the Court requires the Committee to provide Confidential
Material, the Committee will require any Requesting Creditor to
enter into a confidentiality agreement.

                     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: Examiner Wins OK for Mesirow as Advisor
------------------------------------------------------------
Retired federal bankruptcy judge Arthur Gonzalez, the court-
appointed examiner in the Chapter 11 cases of Residential Capital
LLC, obtained the Court's authority to hire Mesirow Financial
Consulting LLC.

Mesirow Financial will provide financial advisory services and
will assist the Examiner in conducting an investigation into the
transactions entered into by ResCap prior to its bankruptcy
filing.

Mr. Gonzalez previously obtained approval to investigate all pre-
bankruptcy transactions among Residential Capital, Ally Financial
Inc. and its affiliates.  He will also investigate the companies'
corporate relationships in connection with Residential Capital's
decisions to file for bankruptcy protection and pursue a sale of
its assets.

Mesirow Financial will be paid on an hourly basis for its
services and will be reimbursed of its expenses.  The firm's
hourly rates are:

   Professionals                     Hourly Rates
   -------------                     ------------
   CEO/Sr. Managing Director/          $855-$895
    Managing Director/Director
   Senior Vice-President               $695-$755
   Vice-President                      $595-$655
   Senior Associate                    $495-$555
   Associate                           $315-$425
   Paraprofessional                    $160-$250

Mesirow Financial does not hold or represent interest adverse to
the estates of Mesirow Financial and its affiliated debtors,
according to a declaration by Ralph Tuliano, the firm's chief
executive.

No objection to the retention application was filed, according to
a certificate filed in Court.

                    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: Committee Retains EPIQ as Info Agent
---------------------------------------------------------
The Official Committee of Unsecured Creditors in Residential
Capital LLC's Chapter 11 cases seeks the Court's authority to
retain Epiq Solutions, LLC, as its information agent, nunc pro
tunc to May 22, 2012, to enable it to comply with its obligations
under Section 1102(b)(3) of the Bankruptcy Code.

Section 1102(b)(3) provides that a committee shall (A) provide
access to information for creditors who (i) hold claims of the
kind represented by that committee; and (ii) are not appointed to
the committee; (B) solicit and receive comments from the
creditors; and (C) be subject to a court order that compels any
additional report or disclosure to be made to the creditors.

As information agent, Epiq will:

   (a) establish and maintain a web site at
       www.rescapcommittee.com that provides, without limitation
       general information regarding the Chapter 11 cases,
       contact information, the claims bar dates, voting
       deadlines with respect to any chapter 11 plan of
       reorganization filed in the Chapter 11 Cases, the claims
       docket, the Debtors' monthly operating reports, a list of
       omnibus hearing dates, answers to frequently asked
       questions; and links to other relevant websites;

   (b) establish an e-mail address to allow unsecured creditors
       to send questions and comments concerning the Chapter 11
       Cases;

   (c) provide a call center or other creditor hotline, respond
       to creditor inquiries via telephone, letter, email,
       facsimile or otherwise, as appropriate, and related
       services (which will be published on the Committee Web
       site);

   (d) assist the Committee with certain administrative tasks,
       including, but not limited to, printing and serving
       documents as directed by the Committee and its counsel;
       and

   (e) provide a confidential data room, if necessary.

Epiq professionals will be paid according to these hourly rates:

   Clerk                              $32-$48
   Case Manager                       $76-$116
   IT/Programming                    $112-$152
   Snr. Case Manager/Consultant      $132-$176
   Senior Consultant                 $180-$220

Jason D. Horwitz, Vice President and Senior Consultant of Epiq
Bankruptcy Solutions, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest
adverse to the Committee, the Debtors and their estates.

                    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: Plan Filing Exclusivity Extended to Dec. 20
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the period within which Residential
Capital LLC and its debtor affiliates have exclusive right to file
a plan of reorganization until December 20, 2012, and their
exclusive period to solicit acceptances of that plan until
February 18, 2013.

Steven Church of Bloomberg News related that during the hearing on
the Debtors' request for extension of the exclusive periods, Judge
Glenn told them "that to keep control of the reorganization beyond
that date, it must open talks with the official committee of
unsecured creditors, which has complained about a lack of serious
negotiations."

"If the debtor wants to maintain exclusivity, it needs to move
forward with negotiations," Judge Glenn said, according to
Bloomberg.

The Debtors originally sought for extension of their exclusive
plan filing period by nine months and their exclusive solicitation
period by 60 days after the filing of a plan.  The extension
request, however, was met by several objections, including those
raised by the Official Committee of Unsecured Creditors; Aurelius
Capital Management, LP, which owns junior secured guaranteed
notes; an ad hoc group of junior secured noteholders; and
Wilmington Trust, National Association, as indenture trustee for
various series of senior unsecured notes.

The company's 6.5% bonds due to mature next year climbed 2% to
26 cents on the dollar following the ruling, Bloomberg said citing
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                    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: Lease Decision Deadline Moved to Dec. 10
-------------------------------------------------------------
Judge Martin Glenn extended the deadline for Residential Capital
LLC and its affiliates to assume or reject unexpired leases for
real property through and including December 10, 2012.

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

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

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


REVEL ENTERTAINMENT: Bank Debt Trades at 21% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 79.09 cents-on-the-dollar during the week ended Friday,
Sept. 14, an increase of 0.72 percentage points from the previous
week according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  The Company pays
750 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Feb. 15, 2017, and carries Moody's Caa1
rating and Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 169 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


REYNOLDS GROUP: Moody's Rates New $2.5BB Sr. Secured Loans 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to the proposed new
senior secured term loans of Reynolds Group Holdings Inc. and the
proposed new senior secured notes of co-issuers Reynolds Group
Issuer Inc, Reynolds Group Issuer LLC and Reynolds Group Issuer
(Luxemburg) S.A, subsidiaries of Reynolds Group Holdings Limited
(RGHL). The proceeds of the approximately $3.25 billion secured
notes due 2020, approximately $2.5 billion of term loans (which
will include USD and EUR tranches) and cash will be used to repay
outstanding secured term loans and tender for the $1.125 billion
of secured notes due 2016. All other instrument ratings and the B3
corporate family rating remain unchanged. The ratings outlook is
stable.

Moody's took the following rating actions:

  Reynolds Group Holdings Inc.

   Assigned new approximately $2.5 billion Senior Secured Term
   Loans, B1 (LGD 2, 26%)

  Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
  Group Issuer (Luxembourg) S.A.

   Assigned new US$3,250M Senior Secured Notes due 2020, B1
   (LGD 2, 26%)

All ratings are subject to the receipt of final documentation.

Ratings Rationale

The B3 corporate family rating reflects RGHL's weak pro-forma
credit metrics, integration risk and limited operating history for
the combined entity. The rating and outlook also reflect the
company's lengthy raw material cost pass-through provisions,
concentration of sales within certain segments and financial
aggressiveness. Additionally, the company has a complex capital
and organizational structure and is owned by a single individual.
RGHL is still integrating a large acquisition (Graham Packaging in
September 2011) and remains acquisitive. The company has only been
operating as a combined entity since 2007 and approximately 20.0%
of pro-forma revenues are from Graham.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage of
blue-chip customers. The company has strong brands and market
positions and there are some switching costs for customers in
certain segments. Many of RGHL's businesses had a history of
strong execution and innovation prior to their acquisition and
much of the existing management teams were retained. Scale, as
measured by revenue, is significant for the industry and helps
RGHL lower its raw material costs. The company also has high
exposure to food and beverage packaging. RGHL also currently has
adequate liquidity with approximately $1.2 billion in cash on
hand.

The rating outlook is stable reflecting an expectation that credit
metrics will improve modestly, but remain within the rating
category over the horizon.

The rating could be downgraded if there is a deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if debt to EBITDA increases to above 7.0
times, EBIT to interest expense declined below 1.0 time, and free
cash flow to debt remained below 1.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
RGHL would need to improve debt to EBITDA to below 6.3 times, EBIT
to interest expense to at least 1.4 times and free cash flow to
debt to above 3.5% while maintaining the EBIT margin in the high
single digits.

The principal methodology used in rating RGHL was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


REYNOLDS GROUP: S&P Gives 'B+' Rating on Secured Notes Due 2020
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to New Zealand-based packaging
producer Reynolds Group Holdings Ltd.'s proposed senior secured
notes due 2020 and proposed senior secured term loans. The
existing ratings on Reynolds are unchanged. The outlook remains
stable.

Reynolds will use the notes and new term loan proceeds to repay
existing senior secured term debt.

"The ratings on Reynolds reflect our assessment of the company's
'strong' business risk and 'highly leveraged' financial risk
profile. Reynolds is a market leading provider of food and
beverage packaging owned by Rank Group, a New Zealand-based
investment firm controlled by a single individual. The company is
one of the world's leading and most-diversified consumer and
foodservice packaging providers, with annual revenues of nearly
$14 billion, pro forma for the September 2011 acquisition of
Graham Packaging Holdings Co. for $4.5 billion. We expect credit
measures to strengthen to the appropriate 6.5x we consider
consistent with the rating," S&P said.

RATINGS LIST
Reynolds Group Holdings Ltd.
Corporate credit Rating                B/Stable/--

New Ratings
Reynolds Group Issuer Inc.
Reynolds Group Issuer LLC
Reynolds Group Issuer (Luxembourg) S.A.
Senior secured notes due 2020          B+
   Recovery rating                      2

Reynolds Group Holdings Inc.
Reynolds Consumer Products Holdings Inc.
Sig Euro Holding AG & Co. KGAA
Sig Austria Holding GMBH
Pactiv Corp.
Senior secured term loans              B+
   Recovery rating                      2


RG STEEL: Hilco & CDC JV Closes Purchase of Baltimore Mill
----------------------------------------------------------
Joint venture partners Hilco SP LLC and Environmental Liability
Transfer Inc., an affiliate of Commercial Development Company,
Inc., disclosed completion of their purchase of the former RG
Steel Mill at Sparrows Point, located in Baltimore County,
Maryland.

The mill at Sparrows Point was idled shortly after RG Steel filed
for bankruptcy in May, 2012.  Hilco and ELT successfully bid for
the property at a public auction, which began on Aug. 7, 2012.  On
August 15, the sale was approved in the U.S. Bankruptcy Court in
Wilmington, Delaware.

Gary Epstein and Randall Jostes, spokespersons for the joint
venture, agree, "At this time, we are evaluating all of our
options for the property, which include seeking operators for the
mill in its entirety or some of the manufacturing facilities and
operations within the 3400 acre site.  We are also considering
removal and resale of industrial equipment and structural
demolition followed by environmental remediation of the site as a
precursor to redevelopment."

Prior to the joint venture's acquisition, Sparrows Point was RG
Steel's largest integrated steel production facility.  Sparrows
Point demonstrated an annual capacity of 3.6 million tons of crude
steel, 2.9 million tons of hot rolled, 1.3 million tons of cold
rolled, 480 thousand tons of coated and 470 thousand tons of tin.

It is the only fully integrated mill on the East Coast of the
United States of America capable of producing flat rolled steel.

Major components include the second largest blast furnace in North
America, a BOF and continuous caster, hot mill, tin facility, and
four galvanizing lines.  Additionally, the cold mill, which was
originally commissioned in 2000, is considered to be one of the
most modern in all of North America.

Epstein and Jostes added, "The evaluation process is expected to
take several weeks given the size and scope of the entire
operation at Sparrows Point.  Based on our early assessment, we
believe the state of the art cold rolled mill complex with tri-
modal transportation capabilities including rare access to a deep
water port has great potential for the right operator."

Key features of the self-contained cold rolling complex include a
continuous pickle line coupled to a VAI continuous five-stand cold
rolling mill, tandem mill, and a hydrogen annealing system with an
annual capacity of 1,200,000 tons.  Also, there are a VAI skin
passing temper mill/tension leveling line, two automated coil
packaging lines, warehouse facilities and a truck/railroad
shipping and receiving system.  The building is a standalone unit
with 880,000 square feet of floor space and a 15-acre outdoor
staging yard with two 40-ton gantry cranes to load and unload rail
cars.

Sparrows Point is located in a strategically important position on
Chesapeake Bay at the mouth of Baltimore Harbor.  The facility
includes its own port with access to the Atlantic Ocean and the
capability to dock deep-water vessels.  The mill also has its own
short-line railroad that connects to both the CSX and Norfolk
Southern railroads.

Baltimore County officials recently organized the Sparrows Point
Partnership, a work group to find ways to develop a sizable piece
of land on the Sparrows Point peninsula that is not part of the
mill.  They believe it has great potential for activities relating
to the Port of Baltimore, itself, which will be compatible with
the new super-sized ships that will soon begin passing through a
widened Panama Canal.

Epstein indicated that both Hilco and ELT are, "...committed to
working with local and state leaders and will keep communication
open over the coming months."

The Sparrows Point Steel Mill was opened in 1889 and was the
world's largest steel mill, stretching for miles on the southeast
edge of Baltimore Harbor.  It was first purchased by Bethlehem
Steel in 1916 and stood as the largest steel mill in the United
States for many years.  Over decades, the facility supplied steel
for the Golden Gate Bridge, the Chesapeake Bay Bridge and hundreds
of ships for World War II.  Bethlehem Steel filed for bankruptcy
protection in 2001 and Sparrows Point has had four owners since
then.  OAO Severstal paid $810 million for Sparrows Point 2008. RG
Steel bought the mill and other plants from Severstal in 2011.

Within the joint venture, ELT purchased the 3,400 acre Sparrows
point site along with certain reusable buildings.  They have also
assumed specified environmental liabilities associated with the
land.  Hilco purchased the above grade improvements and machinery
and equipment.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC. RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio. It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business. The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing. The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal. RG Steel LLC disclosed
$1,293,320,461 in assets and $1,050,005,993 in liabilities as of
the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker. Donald
MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson
Consultants LLC is the claims and notice agent and provides
administrative services.

RG Steel LLC sold the Sparrows Point steel mill to liquidator
Hilco Industrial on Aug. 7 for about $72 million,

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case. Kramer Levin Naftalis & Frankel LLP represents the
Committee. Saul Ewing LLP serves as co-counsel. Huron Consulting
Services LLC serves as its financial advisor.


ROTECH HEALTHCARE: Borrows $10-Mil. Under Credit Suisse Facility
----------------------------------------------------------------
Rotech Healthcare Inc. borrowed $10 million against its revolving
credit facility to strengthen the Company's cash position.  The
Company intends to use the borrowings to pay upcoming interest
payments, comprising $12.4 million of interest due on Oct. 15,
2012, under the Company's 10.75% Senior Secured Notes due 2015 and
$15.2 million of interest due on Sept. 15, 2012, under its 10.5%
Senior Second Lien Notes due 2018.

During the second quarter of 2012, the Company paid $10.0 million
in non-recurring payments, including a $6.5 million voluntary
refund to the United States government as a result of Medicare
overpayments, $1.0 million in associated fees and $2.5 million for
the mandatory redemption of preferred stock on June 26, 2012.  The
Company considers these payments non-recurring because it has not
experienced similar charges within the prior two years and
believes that the charges are not reasonably likely to recur
within two years.

As of Sept. 14, 2012, and based upon current conditions, the
Company believes that cash generated from operations and cash
balances will be sufficient to meet its working capital, capital
expenditure and other cash needs, including interest payments,
over the next twelve months.

On March 17, 2011, Rotech entered into a credit agreement with the
lenders party thereto, and Credit Suisse AG, as administrative
agent.  The Credit Agreement provides for a revolving credit
facility commitment of $10 million provided that the maximum
outstanding aggregate principal balance at any one time does not
exceed $10 million.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $256 million
in total assets, $589.54 million in total liabilities and a
$333.54 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings
Services lowered its rating on Orlando, Fla.-based Rotech
Healthcare Inc. to 'CCC-' from 'B'.  "The ratings reflect Rotech's
highly leveraged financial risk profile, dominated by its weak
liquidity position, high debt burden and overall sensitivity of
credit metrics to the uncertain reimbursement environment," said
Standard & Poor's credit analyst Tahira Wright.

In the Aug. 30, 2012, edition of the TCR, Moody's Investors
Service downgraded Rotech Healthcare, Inc.'s Corporate Family
Rating to Caa3 from B3 and Probability of Default Rating to Caa3
from B2.  This rating action is based on Moody's expectation that
Rotech's liquidity and credit metrics -- which are already weak --
will deteriorate further over the next few quarters.  Moody's
expects continued top-line pressure from Medicare reimbursement
cuts in 2013.


SAMSON RESOURCES: S&P Affirms 'B+' CCR; Outlook Revised to Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tulsa,
Okla.-based Samson Resources Corp. (Samson) to negative from
positive. "We affirmed our 'B+' corporate credit rating on the
company," S&P said.

"We also assigned a 'B+' issue rating (the same as the corporate
credit rating) to Samson's proposed $750 million second lien term
loan due 2018. We assigned this debt a '4' recovery rating,
indicating expectations of average (30% to 50%) recovery in the
event of a payment default. We also lowered our rating on Samson
Investment Co.'s unsecured notes to 'B-' (two notches below the
corporate credit rating) from 'B'. The recovery rating on this
debt is '6', indicating our expectation of negligible (0% to 10%)
recovery in the event of a payment default. Samson Investment Co.
is a subsidiary of Samson Resources and a borrower of these debt
instruments," S&P said.

"The revised outlook reflects our expectation that production over
the next several years is likely to be much lower than we
initially contemplated, leaving credit protection measures weaker
than we had expected," said Standard & Poor's credit analyst Marc
D. Bromberg. "Under our revised production assumptions, we think
that leverage is likely to remain aggressive for the current
rating at near 5x through 2013.' If Samson's drilling program is
weaker than current expectations (for instance, if hydrocarbon
flow rates are below our projections or if it encounters dry
holes), production and costs are likely to suffer. We would expect
to lower the rating if this occurs, given our view that
profitability and credit protection measures would be weaker over
the next several years than current expectations."

"The ratings on Samson reflect its significant exposure to natural
gas prices, aggressive debt leverage, weak profitability metrics,
and its private equity ownership. The ratings also reflect the
company's relative size and scale, a favorable cost structure, and
some good resource acreage positions. Standard & Poor's considers
Samson's business risk 'weak', its financial risk 'aggressive,'
and its sources of liquidity 'adequate.'"

"The negative outlook reflects the possibility that we could lower
the rating if Samson encounters further operating setbacks,
specifically lower-than-expected production or higher-than-
projected costs. If this occurs, we would expect leverage to
weaken from our current projections, with leverage potentially
breaching 4.5x in 2014. We could also lower the rating if
liquidity becomes constrained due to higher than forecasted
spending or if Samson embarks on a more aggressive debt financed
capital program," S&P said.

"We are likely to revise the outlook to stable if Samson's
operating performance measures, in particular its production and
costs, meet current expectations," S&P said.


SBA COMMUNICATIONS: S&P Rates $300MM Term Loan 'BB'
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to SBA Senior Finance II LLC's
proposed $300 million term loan, a new tranche to be added to the
company's existing $495 million term loan B. "The company will use
the proceeds to partly fund the cash portion of the pending
TowerCo acquisition, which we expect to be completed before the
end of 2012. There is no change in the existing ratings on parent
SBA Communications Corp. and its related entities, including its
'B+' corporate credit rating and the 'BB' issue-level rating and
'1' recovery rating on the existing secured credit facilities at
SBA Senior Finance II LLC, and the 'B+' issue-level rating and '4'
recovery rating on senior unsecured debt at intermediate holding
company SBA Telecommunications Inc.," S&P said.

"With the issuance of the new bank loan tranche, we have also
revised the liquidity assessment on the company to 'adequate' from
'less than adequate.' Although we expect sources of liquidity
prior to close of the TowerCo transaction to be lower than the
minimum 1.2x coverage of uses necessary to support an adequate
liquidity assessment, with the completion of the acquisition, we
expect sources of liquidity to exceed this 1.2x minimum," S&P
said.

RATINGS LIST

SBA Communications Corp.
Corporate Credit Rating              B+/Stable/--

New Ratings
SBA Senior Finance II LLC
Proposed $300 mil term loan B        BB
   Recovery Rating                    1


SEARS HOLDINGS: Contributes $203 Million to Pension Plan
--------------------------------------------------------
Sears Holdings Corporation has elected to contribute an additional
$203 million to its pension plan on Sept. 14, 2012.  As a result
of the contribution, the Plan is now 80% funded.  In accordance
with applicable law, Sears Holdings would now have the ability to
offer lump-sum settlements to some of its participants.

The Company believes that it would be beneficial to settle pension
obligations through lump-sum payments so as to reduce the
Company's exposure to $6.1 billion of gross pension obligation.
The Company now estimates that the required contributions to the
Plan for 2013 will be approximately $350 million.

On July 6, 2012, federal legislation was signed into law that
allows pension plan sponsors to use higher interest rate
assumptions in valuing plan liabilities and determining funding
obligations.

                            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.


SP NEWSPRINT: Sold, Converted to Chapter 7 Liquidation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports newsprint maker SP Newsprint Holdings LLC completed the
sale of the business on Sept. 10.  The Chapter 11 reorganization
was converted three days later to a liquidation in Chapter 7 where
a trustee was appointed.

According to the report, no outside buyer was willing to compete
with secured lenders in purchasing the business and the bankruptcy
judge in Delaware approved a sale to the lenders on Sept. 7 under
a contract with a nominal value of $145 million, composed of some
of the secured debt plus about $30 million cash to pay off
financing for the Chapter 11 case and professional costs.

The report relates that the case was switched to liquidation
because there was no ability to confirm a Chapter 11 plan.  The
sale to the lenders took place while the company was faced with
running out of cash from the loan for the reorganization begun in
November.  When the bankruptcy reorganization began, SP said the
lenders were willing to serve as the stalking horse.  Before
bankruptcy, SP owed $41 million on a revolving credit and $213
million on a term loan with General Electric Capital Corp. as a
lender and agent.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPRINT NEXTEL: Owns 54.3% Class A Shares of Clearwire
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that as of Aug. 29, 2012, they beneficially own
705,359,348 shares of Class A Common Stock of Clearwire
Corporation representing 54.3% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/isLi5M

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes.  The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire.  All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STAFFORD RHODES: Lenders Move to Dismiss Bankruptcy Cases
---------------------------------------------------------
LSREF2 Baron 4, LLC (as to Vista and Wesley) and Wells Fargo Bank,
N.A. (as to Rhodes and Beaufort), by and through their attorney-
in-fact, Hudson Americas LLC (collectively, the "Lender"), asks
the U.S. Bankruptcy Court for the Middle District of Georgia to
dismiss the Chapter 11 cases of Stafford Rhodes, LLC, et al., or
in the alternative, enter an order lifting the stay in order that
the Lender can exercise its state law remedies.  Lender avers that
the Debtors will be unable to cram down a plan over the Lender's
objection.

The Lender states in support of its motion:

  a) that the bankruptcy cases are nothing more that a two party
     dispute between the Lender and the Debtors.  Lender's claims
     ($27 million) exceed 98% of the amount of all claims against
     each Debtor, and exceed 99% of the amount of all claims
     against the Debtors on a consolidated basis.

  b) that the Bankrutpcy Cases are single asset real estate cases
     and, with respect to Vista and Wesley, were commenced a few
     days prior to the scheduled foreclosure sales and, with
     respect to Rhodes and Beaufort, while foreclosure sales were
     pending.  Further, there is no equity in the Collateral and
     the Loans are accruing default interest at the rate of 8.25%.

  c) that the Bankruptcy Cases were commenced in bad faith and
     should be dismissed.

  d) that the Debtors lack equity in the Collateral and the
     Debtors will be unable to cram down a plan over the Lender's
     objection.

About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer & CFO
of Debtor's sole member.


TESORO CORP: Moody's Rates $925-Mil. Sr. Unsecured Notes 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Tesoro
Corporation's (TSO) proposed $925 million senior unsecured notes
due 2017 and 2022. TSO's Ba1 Corporate Family Rating, SGL-3
Speculative Grade Liquidity rating, and negative rating outlook
remain unchanged. Proceeds from the note offering will be used to
fund tender offers on TSO's existing 2015 and 2017 senior
unsecured notes.

"The refinancing will extend Tesoro's debt maturity profile, thus
improving its liquidity profile in a debt neutral transaction,"
commented Gretchen French, Moody's Vice President.

Rating Assignments:

    $925 Million Senior Unsecured Notes due in 2017 and 2022,
    Rated Ba1 (LGD 4, 68%)

Moody's current ratings for Tesoro Corporation are:

     Corporate Family Rating of Ba1

     Probability of Default Rating of Ba1

     Senior Secured Revolving Credit Facility rated Baa2 (LGD 2,
     18%)

     Senior Unsecured Notes rated Ba1 (LGD 4, 68%)

Ratings Rationale

TSO's Ba1 Corporate Family Rating reflects its reasonably large
and diversified refining portfolio concentrated in the Western US,
and an adequate capital structure and liquidity profile relative
to both its ratings and the inherent cyclicality and volatility in
the refining sector. The ratings continue to be constrained both
by an oversupplied and weak US gasoline market, Moody's outlook
for reduced near-term free cash flow as a result of lower EBITDA
generation and higher capital spending, and significant crude
distillation concentration in California, where TSO faces an
increasingly prohibitive regulatory environment.

The Ba1 rating on Tesoro's senior unsecured notes reflects both
the overall probability of default of TSO, to which Moody's
assigns a Probability of Default Rating of Ba1, and a loss given
default of LGD 4 (68%). While TSO's unsecured notes are currently
rated in line with its Ba1 Corporate Family Rating, if there were
to be material drawings for an extended period on TSO's secured
credit facility (rated Baa2, LGD 2 (18%)), the notes would be
notched downward to reflect their contractual subordination to the
credit facility. The credit facility is secured by substantially
all of Tesoro's crude oil and refined product inventories plus the
cash and receivables of its active domestic subsidiaries.

The negative rating outlook primarily reflects the financing risk
of the Carson acquisition and the uncertainty regarding the
ultimate level of debt, including secured debt, that will be
incurred to finance the pending transaction. Initially, Moody's
expects TSO to rely on either its revolving credit facility or
another form of secured debt to provide the bulk of the interim
financing ($1 to $1.5 billion), followed by a certain amount of
inventory financing ($500 to $750 million), the terms of which are
not known.

Over the near-term, given uncertainties regarding the ultimate
impact of regulations in California, Moody's does not expect a
ratings upgrade. However, over the medium-term, the ratings could
benefit from efforts to reduce debt, improve product yields and
lower refining unit costs to help better withstand regulatory
challenges in California. Moody's could stabilize the rating in
the medium term if TSO is successful in executing reasonable
financing for the BP assets.

Inability to successfully permanently finance the Carson
acquisition with a meaningful portion of equity and reduce secured
debt balances in a timely manner post closing of the acquisition
(within 6-12 months) could result in the Ba1 Corporate Family
Rating being downgraded and/or notching down of the Ba1 rated
senior unsecured notes below the Corporate Family Rating.

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

Tesoro Corporation is a large independent refiner and marketer of
petroleum products headquartered in San Antonio, Texas.


TITAN PHARMACEUTICALS: Inks Option Pact to License Probuphine
-------------------------------------------------------------
Titan Pharmaceuticals, Inc., has entered into a Stock Purchase and
Option Agreement with an affiliate of the potential licensee of
the rights to commercialize Probuphine, Titan's novel formulation
of buprenorphine in development for the treatment of opioid
dependence.  Under the agreement, Titan sold 3,400,000 shares of
its common stock at $1.25 per share and agreed to an exclusive
option period to execute the proposed licensing agreement.  The
exclusive period expires on Oct. 31, 2012, but can be extended to
Dec. 31, 2012, so that the potential partner can complete certain
internal tasks.

"The Board of Directors is extremely pleased with the progress of
the strategic partnership and there is general agreement between
the parties regarding the licensing transaction," said Marc Rubin,
M.D., executive chairman of Titan.  "We believe this investment in
Titan is a strong indication of the licensee's commitment to
executing the licensing agreement in the near term.  It also
provides us with the capital to advance the Probuphine program
through our New Drug Application (NDA) submission, expected in
October, and continue supporting the NDA and other corporate and
R&D activities into 2013."

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan
Pharmaceuticals' ability to continue as a going concern.  The
independent auditors noted that the Company's cash resources will
not be sufficient to sustain its operations through 2012 without
additional financing, and that the Company also has suffered
recurring operating losses and negative cash flows from
operations.

Titan Pharmaceuticals' balance sheet at June 30, 2012, showed
$10.05 million in total assets, $33.04 million in total
liabilities and a $22.99 million total stockholders' deficit.


TRAINOR GLASS: Wants Plan Filing Period Extended to Nov. 9
----------------------------------------------------------
Trainor Glass Company asks the U.S. Bankruptcy Court for the
Northern District of Illinois to extend the exclusive periods
within which the Debtor can file a plan until Nov. 9, 2012, and
seek acceptances for that plan until Jan. 8, 2012.

Upon motion filed by the Debtor, the Court extended the 120-day
and the 180-day periods in which the Debtor retains the exclusive
right to file a plan by an additional 60 days, to and including
Sept. 10, 2012, and Nov. 9, 2012, respectively.

To date, the Debtor has been liquidating its assets with the
authorization of the Court.  Substantially all of the Debtor's
physical assets have now been liquidated.

The Debtor has been working closely with the Official Committee of
Unsecured Creditors and its secured lender, First Midwest Bank, to
discuss the structure of a plan.

The 120-day and the 180-day periods within which the Debtor
retained the exclusive right to file a plan were originally
July 9, 2012, and Sept. 7, 2012, respectively.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 76.24 cents-on-the-
dollar during the week ended Friday, Sept. 14, an increase of 1.08
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
169 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Tribune Co.

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

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

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

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

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


TRI-VALLEY CORP: U.S. Trustee Appoints 3-Member Committee
---------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Tri-Valley Corporation, et al.

The Committee members are:

     1. Myers, Widders, Gibson, Jones & Schneider, L.L.P.
        Attn: Erik Feingold
        5425 Everglades St.
        Ventura, CA 93003
        Tel: (805) 644-7188
        Fax: (805) 650-5177

     2. Petrawest LTD
        Attn: Gerald T. Raydon
        8986 Beacon Hill Trail
        Reno, NV 89523
        Tel: (760) 447-9666
        Fax: (866) 756-2758

     3. Rutan & Tucker, LLP
        Attn: Eric Fromme
        611 Anton Blvd., 14th Floor
        Costa Mesa, CA 92626
        Tel: (714) 662-4698
        Fax: (714) 546-9035

                         About Tri-Valley

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.


TRUMAN BANK: Closed; Simmons First National Bank Assumes Deposits
-----------------------------------------------------------------
Truman Bank of Saint Louis, Mo., was closed on Friday, Sept. 14,
by the Missouri Division of Finance, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Simmons First National Bank of Pine Bluff, Ark., to
assume all of the deposits of Truman Bank.

The four branches of Truman Bank will reopen during normal
business hours as branches of Simmons First National Bank.
Depositors of Truman Bank will automatically become depositors of
Simmons First National Bank.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Truman Bank should
continue to use their existing branch until they receive notice
from Simmons First National Bank that it has completed systems
changes to allow other Simmons First National Bank branches to
process their accounts as well.

As of June 30, 2012, Truman Bank had around $282.3 million in
total assets and $245.7 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Simmons First
National Bank agreed to purchase essentially all of the failed
bank's assets.

The FDIC and Simmons First National Bank entered into a loss-share
transaction on $117.8 million of Truman Bank's assets.  Simmons
First National Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-823-5028.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/truman.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $34.0 million. Compared to other alternatives, Simmons
First National Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Truman Bank is the 42nd FDIC-insured
institution to fail in the nation this year, and the second in
Missouri.  The last FDIC-insured institution closed in the state
was Glasgow Savings Bank, Glasgow, on July 13, 2012.


TUTOR PERINI: Moody's Cuts Corporate Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service downgraded Tutor Perini Corporation's
corporate family rating and probability of default rating to Ba3
from Ba2 and the company's senior unsecured note rating to B1 from
Ba3. The company's speculative grade liquidity rating remains at
SGL-3. The ratings outlook is stable.

The following ratings were downgraded:

  Corporate family rating -- to Ba3 from Ba2

  Probability of default rating -- to Ba3 from Ba2

  7.625% senior unsecured notes due 2018 -- B1 (LGD5, 75%) from
  Ba3 (LGD5, 72%)

Ratings Rationale

The rating action reflects Tutor Perini's weaker than expected
operating earnings and debt levels, which have resulted in weaker
credit metrics. The company significantly increased its leverage
in 2011 with the completion of seven acquisitions. The company
planned to reduce the leverage incurred to complete these
acquisitions with free cash flow. However, the company's operating
results in the first half of 2012 have been weaker than expected.
As a result, the company has produced negative free cash flow,
which has led to increased debt levels and a lack of improvement
in credit metrics. The company's leverage ratio remains elevated
at 3.4x and its interest coverage ratio, as measured by its
EBITA/Interest Expense, was only 2.3x for the trailing 12-month
period ending June 30, 2012 including Moody's standard adjustments
for operating leases.

Moody's believes the company's liquidity position is adequate but
perhaps less than optimal considering the potential for earnings
volatility attributable to Tutor Perini's fixed price contract
exposure and the lumpy nature of project awards and completion,
which can drive significant working capital swings. The company
had approximately $75 million of corporate cash, approximately
$110 million of joint venture cash along with $257 million of
borrowing availability as of June 30, 2012. The company should
have ample room to remain in compliance with its amended debt
covenants as long as operating results begin to improve within the
next six months.

Tutor Perini's Ba3 corporate family rating primarily reflects its
elevated leverage, relatively thin margins and significant
exposure to fixed-price construction contracts. The company is
also exposed to contingent risks associated with periodic contract
disputes and has a liquidity profile that provides only modest
cushion against unforeseen shocks. The company does benefit from
meaningful scale, a good market position and diversity across a
number of non-residential building and civil infrastructure
construction segments. Near term revenue visibility is also good,
supported by recent booking trends and a sizeable backlog.

The stable outlook signals that Tutor Perini's operating
performance is likely to improve in the second half of 2012 based
on the company's sizeable backlog and that free cash flow will
improve in 2013 as more projects move into a cash generating
position.

An upgrade in the near-term is unlikely. However, positive rating
pressure could develop if the company's speculative grade
liquidity rating (SGL) improves to SGL-2, or if the company's
Debt/EBITDA declines below 3.0x and its EBITA/ Interest Expense
rises above 3.0x on a sustainable basis.

A downgrade could occur if the Building Group's operating losses
persist and continue to weigh on the consolidated margins of the
company. Downward rating pressure could also develop if
Debt/EBITDA rises above 4.0x and EBITA/Interest Expense declines
below 2.0x on a sustainable basis.

Headquartered in Sylmar, California, Tutor Perini Corporation
provides general contracting, construction management and design-
build services to public and private customers primarily in the
United States. The company generated revenue of $4.2 billion for
the trailing twelve month period ending June 30, 2012.

The principal methodology used in rating Tutor Perini was the
Global Construction Industry Methodology published in November
2010.


UNITEK GLOBAL: S&P Keeps 'B' Rating on $135MM Term Loan Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Blue Bell,
Pa.-based UniTek Global Services Inc.'s term loan facility due
2018, including the 'B' issue-level rating and '5' recovery
rating, remain unchanged following the company's $15 million add-
on to the facility. The proposal will increase the size of the
facility to $135 million from $120 million. The '5' recovery
rating indicates expectations for modest (10%-30%) recovery of
principal in the event of payment default. The company intends to
use funds from the add-on to fund its $14 million initial payment
for the acquisition of Skylink, which provides installation
services for customers of DirecTV and ViaSat. The acquisition is
expected to close on Sept. 14, 2012, and may include earn-out
payments of up to $9.5 million, subject to performance milestones.

"Our 'B+' corporate credit rating on UniTek and stable outlook
remain unchanged and reflect its 'aggressive' financial risk
profile. Pro forma for the transaction, our measure of adjusted
leverage is expected to be about 4x, which includes the present
value of operating leases and partial debt treatment for the
insurance reserve liability. We consider the company's liquidity
'less than adequate' based on a leverage covenant cushion of less
than 15% as of June 30, 2012. The ratings also reflect what we
consider a 'weak' business risk profile due to high customer
concentration and participation in a very competitive and
fragmented industry. Partially tempering factors include our
expectation for good growth prospects over the next two years,
driven by healthy capital expenditures by the telecommunications
industry which is reflected in the company's sizable backlog," S&P
said.

RATINGS LIST

UniTek Global Services Inc.
Corporate Credit Rating                    B+/Stable/--
$135 mil. term loan facility due 2018      B
   Recovery Rating                          5


UNIVISION COMMUNICATIONS: Moody's Rates $300MM 1st Lien Notes B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Univision
Communications, Inc.'s proposed $300 million add-on to its $625
million senior secured first lien notes due 2022. Univision plans
to utilize the net proceeds from the note offering to pay down its
term loans. Univision's B3 Corporate Family Rating (CFR), B3
Probability of Default Rating, other debt instrument ratings, SGL-
3 speculative-grade liquidity rating and stable rating outlook are
not affected.

The refinancing improves Univision's maturity profile and reduces
refinancing risk related to its 2014 and 2017 maturities at an
approximate $7 million annual increase in cash interest expense
that is manageable within the company's free cash flow (roughly
$104 million LTM 6/30/12). Moody's estimates the increase in
annual cash interest costs is approximately $20 million when also
incorporating the original $625 million notes issued in August
2012 and the paydown of the term loans from the proceeds thereof.
Univision completed an amendment to its credit facility in August
to permit the company to apply the net proceeds ratably to
outstanding term loans. Univision plans to apply approximately 93%
of the proceeds from the $300 million add-on to the 2017 extended
term loan and the balance to its 2014 term loans. Moody's believes
Univision can fund its remaining 2014 term loans ($389 million pro
forma for the proposed offering) through free cash flow and
drawdowns under its revolvers ($409 million expiring March 2016
and $120 million receivables facility expiring March 2016).
Univision has no meaningful maturities in 2015 and with the next
significant maturity hurdle in 2016/2017, the company has
additional time to grow earnings and reduce leverage.

Assignments:

  Issuer: Univision Communications, Inc.

    Senior Secured Regular Bond/Debenture due 2022 (increased to
    $925 million from $625 million), rated B2, LGD3 - 40%

Ratings Rationale

Univision is investing heavily for growth to reduce its very high
debt-to-EBITDA leverage (approximately 13.1x LTM 6/30/12
incorporating Moody's standard adjustments and excluding non-cash
advertising revenue). Investments include the scheduled 2012
launch of three new cable networks (focusing on sports,
telenovelas and news) and a joint venture with ABC to develop an
English-language news channel targeted to Hispanics. These
investments are currently a drag on earnings. Univision has signed
four retransmission consent agreements that include these three
new cable networks, and is expected to gain carriage with other
video operators. Moody's projects revenue growth in the 6-7% range
in 2012 and 2013 as the networks are launched, assuming modest
U.S. economic growth, and that the company continues to benefit
from demographically-aided growth in Spanish-language media
notwithstanding heightened competition from efforts by other media
companies to target the Hispanic population.

Univision's B3 CFR reflects its strong and leading market position
in Spanish-language media within the U.S. and good intermediate-
term growth prospects tempered by its very high leverage,
vulnerability to cyclical advertising and refinancing risk
associated with its debt maturities. Growth prospects supported by
Hispanic demographic trends and the market position, as well as
strong operating margins lead to good unlevered cash flow
generation. The risk of a restructuring of its highly leveraged
balance sheet nevertheless remains elevated, particularly if
economic conditions were to weaken. Moody's believes Univision has
adequate liquidity through 2013, although the covenant cushion is
likely to diminish to a 10-12% range from approximately 20% when
the net senior leverage covenant steps down to 9.25x from 10.25x
in December 2012. A covenant amendment could be necessary if the
economy weakens. Univision is dependent on access to capital to
refinance $5.1 billion of 2016/2017 maturities. Moody's does not
believe Univision will generate sufficient free cash flow to
retire the debt at maturity, and its ability to refinance will
depend on three major unknowns: credit market conditions,
Univision's leverage position, and level of free cash flow
generation.

The 2022 notes are guaranteed by Univision's domestic operating
subsidiaries and Broadcast Media Partners Holdings, Inc.
(Univision's parent) and are secured by a first lien on
substantially all of the assets of Univision and its subsidiaries
that secure the company's $5.7 billion senior secured credit
facility, $1.2 billion 6.875% senior notes due 2019 and $750
million 7.875% senior notes due 2020. Moody's ranks the credit
facility, 2022 notes, 2020 notes, and 2019 notes the same in its
loss given default notching methodology based on the instruments'
pari passu first lien senior secured claims. The credit facility
nevertheless contains covenants that could improve recovery
prospects relative to the notes.

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

Univision, headquartered in New York, is the leading Spanish-
language media company in the United States.


UNIVISION COMMUNICATIONS: S&P Keeps 'B+' Rating on $925MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on New York
City-based Univision Communication Inc.'s senior secured notes due
2022 remain unchanged following the company's $300 million add-on,
bringing the aggregate amount of the issue to $925 million. "Our
issue-level rating on the notes remains at 'B+' (one notch higher
than the 'B' corporate credit rating on the company) and the
recovery rating remains at '2', indicating our expectation of
substantial (70% to 90%) recovery for noteholders in the event of
a payment default," S&P said.

"The company intends to use proceeds to repay its non-extended and
extended senior secured term loans on a pro rata basis. Although
the transaction reduces 2014 and 2017 maturities, the company
still faces significant refinancing hurdles, with $4.8 billion of
debt maturing in 2017. Univision's ability to refinance its 2017
maturities will likely rely on its ability to pay down debt and
grow EBITDA over the next five years. Pro forma leverage remains
unchanged and extremely high at 12.2x for the 12 months ended June
30, 2012," S&P said.

RATINGS LIST
Univision Communication Inc.
Corporate credit rating           B/Stable/--
Senior secured notes              B+

Recovery rating                  2


US XPRESS: Moody's Rates $230-Mil. Sr. Secured Facilities 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to U.S. Xpress
Enterprises, Inc.'s proposed $230 million amend and extend senior
secured credit facilities consisting of a $40 million revolving
credit facility and $190 million senior secured term loan. The B3
corporate family and probability of default ratings were affirmed.
Concurrently, the rating outlook was changed to stable from
negative based on the moderate improvement in the company's
liquidity profile as a result of the proposed transaction.

Proceeds from the bank facilities are expected to be used to repay
all amounts outstanding under the existing senior secured credit
agreement, reduce borrowings under the accounts receivable
securitization facility and pay related fees and expenses. Total
debt will increase modestly post the transaction. However, the
proposed transaction would extend debt maturities and modestly
increase availability under the securitization facility.
Simultaneously, covenants are expected to be amended and the
current securitization facility extended for a two-year period.

Ratings assigned:

U.S. Xpress Enterprises, Inc.

Proposed amended $40 million senior secured revolving credit
facility due 2015, B2 (LGD-3, 36%)

Proposed amended $190 million senior secured term loan due 2016,
B2 (LGD-3, 36%)

Ratings affirmed (with updated LGD assessments):

U.S. Xpress Enterprises, Inc.

Corporate family rating, at B3

Probability of default rating, at B3

Existing $50 million senior secured revolving credit facility
due 2013, at B2 (LGD-3, 35%)

Existing $170 million senior secured term loan due 2014, at B2
(LGD-3, 35%)

Upon completion of the proposed transaction, ratings for U.S.
Xpress's existing senior secured revolving credit facility and
term loan will be withdrawn. The assigned ratings are subject to
Moody's review of final documentation.

Ratings Rationale

The change in rating outlook to stable from negative reflects the
moderate improvement to the company's liquidity as a result of the
proposed transaction. The transaction lengthens U.S. Xpress' debt
maturity profile, modestly increases available capacity under its
securitization facility and increases covenant compliance
headroom. The stable outlook is supported by an adequate pro forma
liquidity position characterized by positive free cash flow (after
maintenance capex), minimal cash on the balance sheet, a proposed
amended two-year securitization facility and adequate cushion
under financial covenants. Moody's expects modest revenue growth
during the latter part of 2012 into 2013, largely driven by
contractual price increases rather than volume.

The B3 CFR reflects the cyclical nature of the truckload industry
and weak credit metrics that are largely in line with the rating
category. Pro forma for the proposed transaction, debt/EBITDA
stands at 5.2 times (on a Moody's adjusted basis) while EBIT
coverage of interest approximates 1 time. The B3 CFR also
incorporates the effects of the uncertain economic environment on
volume growth and the potential for elevated fuel and driver costs
to pressure margin growth going forward. The B3 CFR is supported
by a relatively young fleet allowing the company to defer a
portion of capital expenditures to preserve liquidity if needed,
good scale, a diverse customer base/end markets and the
expectation for further contractual rate increases due to
continued industry-related capacity constraints.

The ratings could be downgraded if credit metrics weaken such that
debt to EBITDA exceeds 6.0x, or EBIT to interest declines to 0.5x.
A ratings downgrade could also result from deterioration in the
company's liquidity profile including a reduction in
securitization facility availability, negative free cash flow
generation or limited headroom under financial covenants.

The ratings could be upgraded if the company improves credit
metrics such that EBIT to interest and free cash flow to debt are
expected to be sustained at above 1.5 times and 5%, respectively.

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

U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered
in Chattanooga, Tennessee, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services. Gross revenues for the last twelve
months ended June 30, 2012 totaled approximately $1.7 billion.


VALEANT PHARMACEUTICALS: Moody's Confirms Ba3 CFR; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Valeant
Pharmaceuticals International, Inc. and Valeant Pharmaceuticals
International (collectively "Valeant") including the Ba3 Corporate
Family Rating, concluding a rating review for downgrade initiated
on September 4, 2012. At the same time, Moody's assigned a Ba1
rating to Valeant's new senior secured Term Loan B, and a B1
rating to Valeant's proposed new senior unsecured notes. Following
these actions, the rating outlook is negative.

Ratings confirmed (some with LGD point estimate changes):

Valeant Pharmaceuticals International, Inc.

  Ba3 Corporate Family Rating

  Ba3 Probability of Default Rating

  Ba1 (LGD 2, 17%) senior secured revolving credit facility, term
  loan A and term loan B, from Ba1 (LGD 2, 18%)

Valeant Pharmaceuticals International

  B1 (LGD 5, 74%) senior unsecured notes of $915.5 million due
  2016, from B1 (LGD 5, 71%)

  B1 (LGD 5, 74%) senior unsecured notes of $500 million due
  2017, from B1 (LGD 5, 71%)

  B1 (LGD 5, 74%) senior unsecured notes of $945 million due
  2018, from B1 (LGD 5, 71%)

  B1 (LGD 5, 74%) senior unsecured notes of $690 million due
  2020, from B1 (LGD 5, 71%)

  B1 (LGD 5, 74%) senior unsecured notes of $650 million due
  2021, from B1 (LGD 5, 71%)

  B1 (LGD 5, 74%) senior unsecured notes of $550 million due
  2022, from B1 (LGD 5, 71%)

Ratings assigned:

Valeant Pharmaceuticals International, Inc.

  Ba1 (LGD 2, 17%) senior secured Term loan B of $1 billion due
  2019

Valeant Pharmaceuticals International

  B1 (LGD 5, 74%) senior unsecured notes of $1.75 billion

"Solid cash flow, good organic growth rates, business model
diversity, and synergy opportunities from the Medicis acquisition
support confirming Valeant's Ba3 rating," stated Michael Levesque,
Moody's Senior Vice President.

"However, elevated financial leverage and a highly dynamic
acquisition strategy result in the negative rating outlook,"
continued Levesque.

Ratings Rationale

Valeant's Ba3 Corporate Family Rating reflects its moderately high
pro forma leverage of approximately 4.5 times (Moody's
estimate),as well as the risks associated with Valeant's
aggressive acquisition strategy. The pro forma leverage figure
includes estimated acquisition synergies, but the company's rapid
pace of acquisitions makes it difficult to ascertain a true run-
rate of pro forma EBITDA. Valeant's ratings are supported by its
good size and scale, a high level of product and geographic
diversity, and the lack of any major patent cliffs relative to
other pharmaceutical companies. Further, Moody's expects good free
cash flow to continue, but that acquisitions will remain a
priority use of cash flow.

Moody's sees credit risks associated with Valeant's dynamic
acquisition strategy, including rapid international expansion,
organizational complexity, integration challenges, and the
inability to fully rule out a substantial increase in leverage for
an opportunistic acquisition. In addition, a significant increase
in secured debt could result in subordination of senior unsecured
bond holders. These risks are reflected in the negative rating
outlook. Moody's acknowledges, however, that to date Valeant has
generally adhered to its publicly-stated pro forma debt/EBITDA
target of 4 times.

Moody's could downgrade the ratings if Valeant increases its
leverage substantially above 4.0 times or if Valeant faces
unforeseen integration challenges or legal issues. Moody's could
revise the rating outlook to stable if Valeant achieves targeted
cost synergies and establishes a longer track record of adhering
to stated financial policies including leverage of 4.0 times or
below. Over time, Moody's could upgrade the ratings if Valeant
sustains debt/EBITDA below 3.5 times while maintaining favorable
organic growth rates and a diverse business profile.

The methodologies used in this rating were Global Pharmaceutical
Industry published in October 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Montreal, Quebec, Valeant Pharmaceuticals
International, Inc. [NYSE: VRX] is a global specialty
pharmaceutical company formed from the merger of Biovail
Corporation and Valeant Pharmaceuticals International. For the
first six months of 2012 Valeant reported net revenues of
approximately $1.7 billion.


VALENCE TECHNOLOGY: Eyes Ch.11 Exit This Year; $10MM Loan Okayed
----------------------------------------------------------------
Valence Technology, Inc. disclosed that it has secured a Debtor-
in-Possession (DIP) credit facility of up to $10 million from
GemCap Lending I, LLC.

The DIP credit facility has been approved by the U.S. Bankruptcy
Court for the Western District of Texas and will be used to
augment the Company's liquidity and working capital.  With this
credit facility in place, the Company expects that it will be able
to continue to provide its goods and services to its customers
without impediment.

Valence expects to complete its U.S.-based restructuring before
the end of 2012.  The Company and its Board of Directors are being
advised by Streusand, Landon & Ozburn, LLP.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Valence Technology had permission to use
cash collateral since the Chapter 11 filing in July, the developer
of storage batteries didn't have a loan until Sept. 13.  The
bankruptcy judge in Austin gave Valence approval for a new
$10 million loan that will come ahead of the existing secured
lender owed $69.1 million.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

The U.S. Trustee for Region 7 has appointed five creditors to the
Committee of Unsecured Creditors in the bankruptcy case of the
Debtor.


WATERWAYS OF MUSKOKA: In Receivership After Running Out Money
-------------------------------------------------------------
cottagecountrynow.ca reports that Waterways of Muskoka has gone
into receivership after it ran out of money putting a project on
hold at a new Bracebridge condominium complex.

All work on the development stopped when employees of Waterways of
Muskoka were locked out of the office on Aug. 23, according to the
report.

The report notes that John Sisson, CAO of the Town of Bracebridge,
said in an email the receiver plans "to market and sell the assets
by private sale."

Waterways of Muskoka is linked to Senarra Homes, a group of
companies focusing on building new homes, community development,
and construction and consulting.


WPCS INTERNATIONAL: Reports $993,700 Net Income in July 31 Quarter
------------------------------------------------------------------
WPCS International Incorporated filed its quarterly report on Form
10-Q, reporting a net loss from continuing operations of $692,185
on $13.4 million of revenue for the three months ended July 31,
2012 compared with net income from continuing operations of
$169,464 on $18.6 million of revenue for the three months ended
July 31, 2011.  Including discontinued operations, the Company had
net income of $993,701 for the three months ended July 31, 2012,
compared with a net loss of $19,221 for the three months ended
July 31, 2011.

As a result of the sale of the assets of the Hartford and Lakewood
Operations on July 25, 2012, the Company recorded the financial
results of these operations as discontinued operations.  For the
three months ended July 31, 2012, the Company recorded an income
from discontinued operations of approximately $1.7 million.
Included in the income from discontinued operations are an
approximately $2,325,000 gain from disposal and $55,000 of
expenses directly associated with the sale of the assets of the
Hartford and Lakewood Operations.

As a result of the sale of the assets of the Hartford and Lakewood
Operations as described above, and the common stock of the St.
Louis and Sarasota Operations to Multiband on Sept.  1, 2011, the
Company recorded the financial results of these operations as
discontinued operations.  For the three months ended July 31,
2011, the Company recorded a loss from discontinued operations of
$188,685, net of tax.

The Company's balance sheet at July 31, 2012, showed $26.0 million
in total assets, $18.8 in total liabilities, and stockholders'
equity of $7.2 million.

                        Going Concern Doubt

According to the regulatory filing, due to the operating losses
for the quarters ended April 30, 2012, and July 31, 2012, the
Company did not meet the Fixed Charge Coverage Ratio of 1.2 to 1.0
for the two quarters ended April 30, 2012, and July 31, 2012, and
the Leverage Ratio of not more than 1.75 to 1.0 at April 30, 2012,
and the Company is currently in default under the loan and
security agreement with Sovereign Bank, N.A.

The Company is also not in compliance with the terms of the the
Surety Financing and Confession of Judgment Agreement with Zurich
American Insurance Company.  As a result of the Company's
noncompliance, the Company instructed the owner of this project to
make at all current and future payments directly to Zurich.

"The Company's failure to comply with the terms of the Credit
Agreement and the Zurich Agreement, as well as the Company's
losses from operations for the three months ended July 31, 2012,
raise substantial doubt about the Company's ability to continue as
a going concern.

"Based on current projections, the Company does not expect its
available cash, working capital balances, operating expense
management and expected future operating income to be sufficient
to cover its liquidity needs beyond the end of its second fiscal
quarter or early into its third fiscal quarter for the fiscal year
ending April 30, 2013."

As reported in the TCR on Aug. 2, 2012, the report of the
Company's independent registered public accounting firm for the
year ended April 30, 2012,  contained an emphasis paragraph
indicating there is substantial doubt concerning the Company's
ability to continue as a going concern.  J.H. Cohn LLP, in
Eatontown, N.J., noted that the Company is in default of certain
covenants of their credit agreement and has incurred operating
losses, negative cash flows from operating activities and has a
working capital deficiency as of April 30, 2012.

A copy of the Form 10-Q is available at http://is.gd/S3vnwS

Exton, Pennsylvania-based WPCS International Incorporated is a
global provider of design-build engineering services for
communications infrastructure, with over 375 employees in five (5)
operations centers on three continents.  The company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.




WYLDFIRE ENERGY: Has Court's Nod to Hire Ron L. Yandell as Counsel
------------------------------------------------------------------
Wyldfire Energy, Inc., obtained permission from the U.S.
Bankruptcy Court to employ Ron L. Yandell as counsel.

As reported by the Troubled Company Reporter on July 19, 2012, Ron
L. Yandell has been paid a total of $17,000 in connection with the
Chapter 11 proceeding.  This amount represents the filing fee
of $1,047, as a deposit for U.S. Trustee's fees and $15,593 as
retainer in connection with the case.  Mr. Yandell will charge the
Debtor $25 per hour for work performed.

Wyldfire Energy, Inc., Inc. filed a Chapter 11 petition (Bankr. N.
D. Tex. Case No. 12-70239) on June 20, 2012, in Wichita Falls,
Texas.  Ronald L. Yandell, Esq., serves as counsel to the Debtor.
The petition was signed by Tamara L. Ford, president.


WYLDFIRE ENERGY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Wyldfire Energy, Inc., filed its summary of schedules of assets
and liabilities, disclosing:

     Name of Schedule                    Assets       Liabilities
     ----------------                    ------       -----------
A - Real Property                    $40,024,253
B - Personal Property                 $3,306,740
C - Property Claimed as Exempt
D - Creditors Holding Secured Claims                         $529
E - Creditors Holding Unsecured
       Priority Claims                                         $0
F - Creditors Holding Unsecured
       Non-Priority Claims                             $5,695,714
                                    ------------      -----------
                                     $43,330,992       $5,696,243

A copy of the Schedules is available for free at:

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

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls on June 20, 2012.  Tamara Ford, 100% stockholder,
signed the Chapter 11 petition.

Judge Harlin DeWayne Hale oversees the case.  The Law Offices of
Ronald L. Yandell, Esq., serves as the Debtor's counsel.


* Chelsea Targets Two More Properties With Receivership Program
---------------------------------------------------------------
Seth Daniel at Chelsea Record reports that Chelsea Restoration,
with a hefty state grant in their coffers, is ready to salvage two
more Chelsea properties.

Helen Zucco of Chelsea Restoration said that the non-profit
recently got a $450,000 grant from the Attorney General's Office
to pursue receivership of derelict homes in Revere, Chelsea and
Saugus, according to the report.  The report relates that the
grant will allow them to start the process of fixing the homes ?
some of them in absolute chaotic conditions ? and then re-selling
them to the owner or, preferably, a veteran.

The report, citing a press release from the organization, notes
that the two properties in Chelsea that will be rehabilitated are:

   * 70 Addison St.

   * 101 Shurtleff St.


* Resort Moves to Resolve Clash Over Arizona Biltmore Villas
------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
lawyers for a group of luxury resorts that are slated for
bankruptcy auction are maneuvering to put a lid on a potential
sale complication involving one of the properties, the Arizona
Biltmore in Phoenix.


* Moody's Says US Pharma Research Companies' Profits Will Lag
-------------------------------------------------------------
Revenue is growing for US contract research organizations (CROs)
in the pharmaceutical services industry, but pricing pressure will
hamper EBITDA and free cash flow growth, says Moody's Investors
Service in a new special comment "Contract Research Organizations'
Revenue Growth Is Strong, But Profits Will Lag."

Moody's estimates total R&D spending by pharmaceutical companies
globally is around $120 billion, $50 to $60 billion of which is
spent directly on pre-clinical and clinical development. With CRO
industry revenues currently around $25 billion, the rating agency
estimates CROs have penetrated about 40% to 50% of the potential
market.

"Revenue growth among large CROs is accelerating, driven by
strategic partnerships with pharma companies and increased
outsourcing by the pharmaceutical industry," said Jessica
Gladstone, a Moody's Vice President -- Senior Analyst. "We
estimate organic revenue growth among these large CROs was over 8%
in the second quarter, and sustained mid-single digit growth is
possible over the next several years as outsourcing continues to
increase."

Increased outsourcing, however, is not benefitting all CROs
equally. Strategic partnerships have led to the larger CROs
gaining market share at the expense of smaller competitors, as
pharmaceutical companies reduce the number of CROs they use.
Parexel and ICON have seen the greatest acceleration in revenue
growth recently, thanks to their focus on strategic partnerships,
while Pharmaceutical Product Development Inc. and Quintiles
Transnational Corp. are also well positioned to gain market share
due to their scale and breadth of service offerings, says Moody's.

But while strategic partnerships are driving revenue growth, they
are contributing to pricing pressure and will increase customer
concentration among the CROs which is a credit negative, says
Moody's. Both increasing salary costs -- as CROs add employees to
meet demand -- and pricing pressure will shrink profit margins
even as absolute earnings increase, says the report. Moody's
expects CROs to also increase capital expenditures on technology
upgrades to stay competitive.

Moody's also notes that increased consolidation is likely in the
fragmented CRO industry. Over time, this consolidation will be a
net positive for the industry, but credit quality could suffer in
the interim because of integration risks and increased debt loads
to fund acquisitions, says Moody's.

Moody's research subscribers can access this report at:

                        http://is.gd/jAtCXm


* Moody's Updates Study of Default Rates by Regional Governments
----------------------------------------------------------------
Despite the stressful environment since the onset of the global
financial crisis, only one non-US regional and local government
had defaulted since 2007, says Moody's Investors Service in its
second default study for the sector.

The report, "Default and Recovery Rates for Regional and Local
Governments outside the U.S., 1983-2011," highlights that, from
over 200 Moody's-rated entities, the Mexican State of Zacatecas
was the only one to default since 2007.

Previous defaults by Russian and Argentinean issuers were part of
sector-wide defaults during the Russian and Argentinean sovereign
crises of 1998 and 2001-2002, respectively.

Within the period of study, no regional and local government
issuer that ever carried a Moody's investment-grade rating has
subsequently defaulted. However, the sector remains under
unprecedented stress, particularly in Europe, and a growing number
of regional and local governments have averted defaults due to
extraordinary support from central governments in recent years.

Further, a comparison between sub-sovereign and corporate
transition rates by the rating agency shows that rating changes
for sub-sovereign issuers have been, on average, less frequent
than for corporate issuers.

Moody's survey of rated and unrated defaults in the sector shows
that, due to institutional framework and financial and economic
linkages, regional and local government credit quality is very
closely tied to that of its sovereign environment. Strong linkages
are especially evident during financial crises since both the
central and regional governments are impacted by challenging
economic conditions, fiscal austerity measures, and a difficult
funding environment.

The Moody's study presents an analysis of all regional and local
government defaults since 1983 and compares and contrasts sub-
sovereigns and corporates with regard to default, migration, and
recovery rates as well as rating accuracy measures.

The report is available at http://is.gd/HlQoMt


* Moody's Says Debt Ratio Tests Have Unequal Investor Protection
----------------------------------------------------------------
A majority of companies use a ratio test in their high-yield bond
covenants that may significantly increase potential debt loads,
Moody's Investors Service said in a new report based on a review
of 432 high-yield bonds in Moody's High-Yield Covenant Database,
"High-Yield Bond Covenant: Standard $1 Debt Incurrence Ratio Tests
Provide Unequal Investor Protection."

High-yield bond issuers usually choose between two types of debt
incurrence ratio tests that are intended to regulate the ability
to increase leverage in the future, said Moody's.

These so-called $1 debt tests usually take the form of either a
leverage ratio such as Debt-to-EBITDA or a fixed charge coverage
ratio (FCCR) test such as EBITDA-to-Interest Expense. If a
company's leverage ratio exceeds or FCCR ratio falls below the
threshold established in its covenant, incurring additional debt
is more difficult.

"Between the two tests, the fixed-charge ratio test gives
companies much more capacity to increase leverage because it is
usually rubber-stamped into the covenant with a threshold of two
times, regardless of a company's actual ratio at the time it
issues the bond," said Matt Musicaro, associate analyst at Moody's
and author of the report. "The leverage ratio, on the other hand,
is usually tailored to the company's actual cash flow at the time
of issuance, which reduces the scope for it to issue more debt in
the future."

According to Moody's analysis of 432 high-yield bonds issued
between January 2011 and June 2012, companies that employed the
FCCR test had the flexibility to incur additional leverage
amounting to 2.1x adjusted EBITDA, on average, compared with 0.74x
for companies using a leverage ratio test. More than 80% of the
bond issues in the sample used the FCCR test, says Moody's.

This greater flexibility to incur debt under the FCCR test is
reflected in weaker scores for these debt-incurrence covenants
under Moody's covenant quality scoring system. The average
covenant quality debt score of a company that uses an FCCR test is
3.4, while the average for a leverage ratio test is a materially
higher 2.7, when using a five-point scale in which 1.0 denotes the
highest level of investor protection ("strong") and 5.0 the lowest
("weakest"), according to the Moody's report.

Moody's report also notes that protection is uneven across sectors
and regions. Metals and mining, oil and gas, and automotive are
among the industries with the most capacity to issue additional
debt under the $1 debt test, while gaming and telecommunications
are among those with the least capacity. European companies have
less capacity to incur debt than US and Canadian companies.

The report is based on a review of bonds in Moody's High-Yield
Covenant Database. Moody's expects to launch the database online
soon with about 1,000 bonds dating back to January 2010.

Moody's research subscribers can access this report at:

                        http://is.gd/ix0zhC


* Moody's Changes US Life Insurance Outlook to Negative
-------------------------------------------------------
Moody's has changed its outlook for the US life insurance industry
to negative from stable, the rating agency says in its new "US
Life Insurance Industry Outlook," with low interest rates, in
particular, continuing to depress companies' earnings over the
next 12--18 months.

"The outlook change was driven largely by our expectation that
interest rates will remain in the low single digits for the next
few years," says Vice President and author of the report Laura
Bazer. "We believe that low rates, along with below-trend economic
growth and prolonged volatility in the equity markets, will
continue to erode insurers' earnings and revenues, gradually
weakening their financial flexibility."

Spread compression is expected to continue to depress profits from
spread business, like fixed annuities and universal life, and from
long-tailed products, such as long-term care and long-term
disability income, Bazer says, while write-downs on GAAP DAC,
goodwill and other intangibles will become larger and more
frequent as the high interest rate assumptions baked into product
reserving become untenable.

Legacy variable annuities will also underperform due to volatility
in the equity markets stemming from the European debt crisis.
Reserve swings are expected to become more frequent and depress
firms' earnings and regulatory capital levels, while market
volatility will also make hedging more costly.

Additionally, persistent high unemployment and fiscal tightening
will constrain life insurers' top and bottom line growth. "We
expect high unemployment, weak consumer confidence and potential
sharp tax increases to negatively affect the sales of all life
products," Ms. Bazer says, while noting that sales of many
products are already falling.

Moody's research subscribers can access this report at:

                        http://is.gd/xXW0FX


* Moody's Says Export Growth Won't Offset Domestic Declines
-----------------------------------------------------------
US coal exports will continue to grow over the next decade, but
the increase will not fully offset the decline in US domestic
consumption, says Moody's Investors Service in its new special
comment "US Coal Sees Growing Export Opportunities, But Costs and
Geography Pose Limits."

The US coal industry is going through a long-term shift in market
fundamentals, pressured by abundant, cheap natural gas and ever-
stringent environmental regulations, and has shrunk coal's share
of the US power market by over 10% in the last four years. This
shift has led US coal producers to increasingly focus on exports,
says Moody's.

"Still, despite Chinese and Indian growth driving demand for both
thermal coal and met coal markets, it will be suppliers outside
the US that will absorb most of the additional demand," said Anna
Zubets-Anderson, a Moody's Vice President -- Senior Analyst.

Moody's expects that producers in Indonesia, Australia and
Columbia will benefit most from growth in global coal consumption,
as these countries have better geographic positions, lower costs,
or both.

In the metallurgical coal markets, Moody's expects that US
producers that focus on higher-quality met coal grades, such as
Peabody Energy, Teck Resources, and Walter Energy, will be best-
positioned to take advantage of Asia's ongoing expansion.

As to growth in seaborne thermal coal trade, producers in the
Powder River Basin with port access and low production costs will
have an advantage in accessing the Pacific's seaborne market as
port capacity remains tight on North America's west coast.

Moody's also expects to see growth in exports of the Illinois
Basin coals, due to their high heat content and low costs, while
producers in the US Appalachian region will struggle to compete in
the Atlantic basin seaborne thermal coal market due to high cost
structures.


* First Circuit Appoints Diane Finkle as R.I. Bankruptcy Judge
--------------------------------------------------------------
The First Circuit Court of Appeals appointed Bankruptcy Judge
Diane Finkle to a fourteen-year term of office in the District of
Rhode Island, Providence, effective September 6, 2012.

          Honorable Diane Finkle
          United States Bankruptcy Court
          The Federal Center
          380 Westminster Street
          Providence, RI 02903
          Telephone: (401) 626-3060
          Fax: (401) 626-3080

          Law Clerks:

          Jimmy Dahu: (401) 626-3061
          Jordan Baumer: (401) 626-3062

          Term Expiration: September 5, 2026


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                               Total
                                              Share-       Total
                                  Total     Holders'     Working
                                 Assets       Equity     Capital
  Company           Ticker         ($MM)        ($MM)       ($MM)
  -------           ------    ---------     --------    --------
ABSOLUTE SOFTWRE    ABT CN        129.7         (4.8)        1.7
ADVANCED BIOMEDI    ABMT US         0.2         (1.9)       (1.5)
AK STEEL HLDG       AKS US      3,901.0       (360.6)      129.6
AMC NETWORKS-A      AMCX US     2,173.4       (959.1)      542.5
AMER AXLE & MFG     AXL US      2,441.2       (394.7)      169.7
AMER RESTAUR-LP     ICTPU US       33.5         (4.0)       (6.2)
AMERISTAR CASINO    ASCA US     2,058.5        (28.0)       42.5
AMYLIN PHARM INC    AMLN US     1,998.7        (42.4)      263.0
ARRAY BIOPHARMA     ARRY US       108.1        (85.8)       17.2
ATLATSA RESOURCE    ATL SJ        886.5       (270.4)       21.8
AUTOZONE INC        AZO US      6,148.9     (1,416.8)     (623.1)
BOSTON PIZZA R-U    BPF-U CN      162.9        (92.3)       (0.3)
CABLEVISION SY-A    CVC US      6,991.7     (5,641.6)     (286.1)
CAPMARK FINANCIA    CPMK US    20,085.1       (933.1)        -
CENTENNIAL COMM     CYCL US     1,480.9       (925.9)      (52.1)
CHENIERE ENERGY     CQP US      1,873.0       (442.2)      117.0
CHOICE HOTELS       CHH US        857.7        (11.2)      402.1
CIENA CORP          CIEN US     1,915.3        (60.3)      710.4
CINCINNATI BELL     CBB US      2,702.7       (696.2)      (52.8)
CLOROX CO           CLX US      4,355.0       (135.0)     (685.0)
DEAN FOODS CO       DF US       5,553.1         (3.1)      185.6
DELTA AIR LI        DAL US     44,720.0     (1,135.0)   (6,236.0)
DENNY'S CORP        DENN US       328.9         (2.8)      (20.3)
DIRECTV             DTV US     19,632.0     (4,045.0)      520.0
DOMINO'S PIZZA      DPZ US        424.6     (1,369.1)       52.9
DUN & BRADSTREET    DNB US      1,795.6       (821.9)     (655.6)
E2OPEN INC          EOPN US        29.7        (34.5)      (32.5)
ELOQUA INC          ELOQ US        37.5         (9.6)      (14.2)
FAIRPOINT COMMUN    FRP US      1,877.4       (184.4)       51.6
FIESTA RESTAURAN    FRGI US       286.0          2.6       (14.7)
FIFTH & PACIFIC     FNP US        900.5       (175.5)      130.9
FREESCALE SEMICO    FSL US      3,499.0     (4,498.0)    1,374.0
GENCORP INC         GY US         874.0       (171.3)       47.3
GLG PARTNERS INC    GLG US        400.0       (285.6)      156.9
GLG PARTNERS-UTS    GLG/U US      400.0       (285.6)      156.9
GOLD RESERVE INC    GRZ CN         78.3        (25.8)       56.9
GOLD RESERVE INC    GRZ US         78.3        (25.8)       56.9
GRAHAM PACKAGING    GRM US      2,947.5       (520.8)      298.5
HCA HOLDINGS INC    HCA US     27,132.0     (6,943.0)    1,690.0
HOVNANIAN ENT-A     HOV US      1,624.8       (404.2)      881.0
HUGHES TELEMATIC    HUTCU US      110.2       (101.6)     (113.8)
HUGHES TELEMATIC    HUTC US       110.2       (101.6)     (113.8)
HYPERION THERAPE    HPTX US         9.6        (41.8)      (31.4)
INCYTE CORP         INCY US       312.0       (217.2)      154.4
INFINITY PHARMAC    INFI US       113.0         (3.4)       70.2
IPCS INC            IPCS US       559.2        (33.0)       72.1
ISTA PHARMACEUTI    ISTA US       124.7        (64.8)        2.2
JUST ENERGY GROU    JE US       1,583.6       (245.9)     (227.2)
JUST ENERGY GROU    JE CN       1,583.6       (245.9)     (227.2)
LIMITED BRANDS      LTD US      6,589.0       (245.0)    1,316.0
LIN TV CORP-CL A    TVL US        839.2        (51.8)       52.7
LORILLARD INC       LO US       2,576.0     (1,568.0)      881.0
MARRIOTT INTL-A     MAR US      6,007.0     (1,124.0)   (1,287.0)
MERITOR INC         MTOR US     2,555.0       (933.0)      279.0
MONEYGRAM INTERN    MGI US      5,185.1       (116.1)      (35.3)
MORGANS HOTEL GR    MHGC US       545.9       (110.1)       (7.0)
MPG OFFICE TRUST    MPG US      2,061.5       (827.9)        -
NATIONAL CINEMED    NCMI US       794.2       (354.5)       95.8
NAVISTAR INTL       NAV US     11,143.0       (358.0)    1,585.0
NB MANUFACTURING    NBMF US         2.4         (0.0)       (0.5)
NEXSTAR BROADC-A    NXST US       566.3       (170.6)       40.2
NPS PHARM INC       NPSP US       186.9        (45.3)      130.3
NYMOX PHARMACEUT    NYMX US         2.7         (7.7)       (0.9)
ODYSSEY MARINE      OMEX US        22.4        (29.3)      (26.9)
OMEROS CORP         OMER US        10.1        (20.5)       (8.7)
PALM INC            PALM US     1,007.2         (6.2)      141.7
PDL BIOPHARMA IN    PDLI US       259.8       (161.1)      144.3
PLAYBOY ENTERP-A    PLA/A US      165.8        (54.4)      (16.9)
PLAYBOY ENTERP-B    PLA US        165.8        (54.4)      (16.9)
PRIMEDIA INC        PRM US        208.0        (91.7)        3.6
PROTECTION ONE      PONE US       562.9        (61.8)       (7.6)
QUALITY DISTRIBU    QLTY US       454.5        (29.8)       60.7
REGAL ENTERTAI-A    RGC US      2,306.3       (542.3)       62.5
RENAISSANCE LEA     RLRN US        57.0        (28.2)      (31.4)
REVLON INC-A        REV US      1,173.9       (665.6)      177.8
RURAL/METRO CORP    RURL US       303.7        (92.1)       72.4
SALLY BEAUTY HOL    SBH US      1,813.5       (202.0)      449.5
SINCLAIR BROAD-A    SBGI US     2,160.2        (66.3)       (1.4)
TAUBMAN CENTERS     TCO US      3,096.1       (295.3)        -
TEMPUR-PEDIC INT    TPX US        865.5        (12.1)      258.9
THERAPEUTICS MD     TXMD US         4.9         (0.7)        1.0
THRESHOLD PHARMA    THLD US        86.3        (51.4)       71.2
UNISYS CORP         UIS US      2,397.9     (1,190.0)      463.1
VECTOR GROUP LTD    VGR US        885.7       (119.5)      248.2
VERISIGN INC        VRSN US     1,942.0        (59.2)      858.0
VIRGIN MOBILE-A     VM US         307.4       (244.2)     (138.3)
VRINGO INC          VRNG US         3.7         (1.4)        2.1
WEIGHT WATCHERS     WTW US      1,193.6     (1,784.6)     (259.9)
ZAZA ENERGY CORP    ZAZA US       202.3        (77.9)      (18.8)


                            *********

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, Ronald C.
Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P.
Olano, Ivy B. Magdadaro, Carlo B. Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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