TCR_Public/120925.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 25, 2012, Vol. 16, No. 267

                            Headlines

15-35 HEMPSTEAD: Committee Says Dismissal is More Appropriate
AAP ASSET: Case Summary & 6 Largest Unsecured Creditors
AE BIOFUELS: Laird Cagan Discloses 12.9% Equity Stake
AES EASTERN: Has Deal to Sell Closed Plants for $2.25 Million
AFA FOODS: Yucaipa Settles on Asset Sharing With Creditors

AIRBORNE HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
AMERICAN AIRLINES: May Pay Expenses of Potential Plan Investors
AMERICAN AIRLINES: Bidding Held on Guggenheim Sale-Leaseback Deal
AMERICAN AIRLINES: Objects to Pensioners' Bid for Payment of Fees
AMERICAN AIRLINES: Facing Class Suit for AAdvantage Program

AMERICAN AIRLINES: Cuts Flight, Seating Capacity
AMERICAN AIRLINES: AMR, Skywest Ink Capacity Purchase Agreement
AMERICAN AIRLINES: Court Approves Adequate Protection for NCC Key
AMERICAN AIRLINES: APA Pilots Defend Maintenance Delays
AMERICAN AIRLINES: Teamsters Mobilize Outreach Effort to Tulsa

AMERICANWEST BANCORP: Ford Elsaesser OK'd as Assistant to Mediator
AMERICANWEST BANCORP: Plan Outline Hearing Continued Until Oct. 25
ASPEN GROUP: Amends Annual Report to Correct Accounting Error
ATLAS PIPELINE: S&P Withdraws 'BB' Sr. Secured Issue Rating
AVANTAIR INC: To Restate Periodic Reports to Correct Errors

AVENTINE RENEWABLE: Board Recommends Reverse Stock Split
B.B. KING'S: Judge Permits Mirage's Deductions
BLYTH INC: Moody's Affirms 'B2' CFR & Changes Outlook to Negative
BROADVIEW NETWORKS: Wants Court to Approve $25-Mil. Exit Loan
BROADWAY FINANCIAL: Incurs $132,000 Net Loss in First Quarter

C & M RUSSEL: Factors for Ch. 11 Filing Absent, Wants Dismissal
CALPINE CORP: Moody's Rates $615-Mil. Senior Secured Notes 'B1'
CATASYS INC: David Smith Discloses 48.9% Equity Stake
CATASYS INC: Terren Peizer Discloses 61.84% Equity Stake
CCI FUNDING I: Lawsuit Against Trico Goes to Trial

CHERYL PEREZ: Lacks Standing to Challenge Chapter 7 Trustee's Fees
CHICKEN OUT: Joseph Marinucci Buys Six Store Locations
CHRIST HOSPITAL: Suzanne Koenig Discharged as P. Care Ombudsman
CITY OF BRIDGEPORT: Moody's Upgrades G.O. Debt Rating From 'Ba1'
CITY OF BURLINGTON: Moody's Maintains 'Ba2' Rating on $8.5MM COPs

COMMUNICATION INTELLIGENCE: Obtains $2.2 Million in Financing
COMMUNITY FIRST: Franklin Branch to be Sold to First Citizens
CONVERTED ORGANICS: Has 536.8 Million Common Shares Outstanding
COPYTELE INC: Adds Former Acacia Executives to Team
COSTA BONITA: Asociacion de Condomines Seeks Ch. 11 Case Dismissal

CUMULUS MEDIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
CYCLONE POWER: Closes $150,000 Debt Financing with Gemini Master
DEWEY & LEBOEUF: No Ruling Yet on Partner Contribution Plan
DIGITAL DOMAIN: Chinese-Indian Venture Wins Auction for $30.2MM
DINEEQUITY INC: S&P Raises Rating on 9.5% Senior Notes to 'B-'

DONALD CHARLES SCHWARTZ: Dismissal of Wasney Lawsuit Upheld
DRIVETIME AUTOMOTIVE: Moody's Reviews 'B3' CFR for Downgrade
E-DEBIT GLOBAL: Six Directors Elected to Board
EDUCATION MANAGEMENT: S&P Cuts CCR to 'B' on Declining Enrollment
ELEPHANT TALK: Mobile Telecom Contracts in Germany Put on Hold

EMERGENCY MEDICAL: Moody's Affirms B2 CFR & Rates PIK Notes Caa1
EMMIS COMMUNICATIONS: Has 1.3-Mil. Preferred Shares Outstanding
EXODUS COMMS: Calif. Court Revives Suit Over German Unit's Loan
FLETCHER INTERNATIONAL: Employs Trott Duncan as Bermuda Counsel
FLETCHER INTERNATIONAL: Can Employ Young Conaway as Counsel

FORT LAUDERDALE BOATCLUB: Can Employ Barry Gruher as Counsel
FORT LAUDERDALE BOATCLUB: Access to Cash Collateral Stops Sept. 28
FORT LAUDERDALE: Nov. 14 Hearing on Dismissal and Turnover Motions
FUTURE GRAPHICS: Former Owner Wins Dismissal of All Points Suit
GELT PROPERTIES: Plan Outline Hearing Continued Until Oct. 10

GMX RESOURCES: Completes Exchange Offers of Sr. Convertible Notes
GMX RESOURCES: S&P Cuts Corp. Credit Rating From 'CC' to 'SD'
GOSPEL RESCUE: Can Employ Yumkas Vidmar as Bankruptcy Counsel
GOSPEL RESCUE: Has Final Nod to Use OBA Bank's Cash Collateral
GOSPEL RESCUE: Has Court Nod to Employ CBRE as Real Estate Broker

GOSPEL RESCUE: Files Schedules of Assets and Liabilities
GUARANTY FINANCIAL: Court Trims Lawsuit Against Keefe Bruyette
GUITAR CENTER: Sears Holdings Executive Named New CFO
HAWKER BEECHCRAFT: Court Denies Key Employee Incentive Plan
HICKORY FLAT: Case Summary & 9 Largest Unsecured Creditors

HIGH PLAINS: Eide Bailly Resigns as Accountant
HOVNANIAN ENTERPRISES: Prices Senior Notes and Units Offerings
HW HEARTLAND: To Restructure Loan Terms in Chapter 11
INTELSAT SA: Subsidiary Wants to Amend Senior Credit Facilities
INTERLEUKIN GENETICS: Signs Separation Agreement with Former CEO

JEFFREY PROSSER: Faces $434K in Sanctions Over Missing Wines
JONES GROUP: Moody's Affirms 'Ba2' CFR/PDR; Outlook Negative
K-V PHARMACEUTICAL: Seeks to Stop Hologic From Reacquiring Drug
KINETEK HOLDINGS: S&P Puts 'B-' CCR on Watch on Nidec Acquisition
KRH INC: Files for Chapter 11 Bankruptcy in Minnesota

KRYSTAL INFINITY: Sells Bus Business for $3.9 Million
LEHMAN BROTHERS: Argues Against Barclays Sale in Appeals Court
LEHMAN BROTHERS: Sells Stake in 8 Austin Office Buildings
LEHMAN BROTHERS: Recovery From ADR Settlements Hits $1.3BB
LEHMAN BROTHERS: Ross Wins Approval to Buy Navigator Shares

LEHMAN BROTHERS: Creditors' $12.8-Million Fees Reduced
LEHMAN BROTHERS: Committee Opposes Elliot Bid for Quick Payment
LEHMAN BROTHERS: Sues to Reduce JPM, et al., Derivative Claims
LIFECARE HOLDINGS: Gets Waivers from Senior Lenders, Noteholders
LIGHTSQUARED INC: House Panel Probes FCC Approval

LINC USA: S&P Assigns 'B-' Corporate Credit Rating; Outlook Neg.
LINC USA: Moody's Assigns Caa2 CFR & Rates Sr. Sec. Notes Caa3
LINWOOD FURNITURE: Reports Losses for August 2012
LON MORRIS COLLEGE: Seeks to Probe Charitable Foundations
LSP ENERGY: South Mississippi Electric Given Nod to Buy Plant

MAMMOTH LAKES: Won't Proceed With Chapter 9 Bankruptcy Case
MEDCATH CORPORATION: Files Certificate of Dissolution
MEDIA GENERAL: Wyndham Robertson Rejoins as Director
MEDICURE INC: Swings to C$23.4 Million Net Income in Fiscal 2012
MICHAELS STORES: Moody's Affirms B2 CFR & Rates $200MM Notes B3

MITEL NETWORKS: Moody's Rates $330-Mil. Credit Facilities 'B1'
MORRIER RANCH: Restructures Bank Claims, Wants Case Dismissal
MUSCLEPHARM CORP: Ehrhardt Keefe Replaces Berman as Accountant
NATIVE WHOLESALE: Hearing on Case Dismissal Set for Sept. 26
NATIVE WHOLESALE: Meeting of Creditors Adjourned to Nov. 29

NEOGENIX ONCOLOGY: Sells Business to Existing Shareholder Group
NEW PEOPLES: Converts $5.4-Mil. Debt to 3.8-Mil. Common Stock
NEXTWAVE WIRELESS: OKs Settlement of "Weiss" Suit re AT&T Merger
NORD RESOURCES: Four Directors Elected to Board
O&G LEASING: First Security Wants Ch. 11 Trustee to Take Over

ORAGENICS INC: OKs 2012 Performance Objectives for CEO and Pres.
ORAGENICS INC: Amends 9.4 Million Common Shares Prospectus
PAINT HORSE: Case Summary & 10 Unsecured Creditors
PATRIOT COAL: Robbins Umeda Files Shareholders' Class Action Suit
PEAK RESORTS: Has Final Authority to Obtain Financing from FDIC

PEAK RESORTS: Has Access to FDIC Cash Collateral Until March 31
PENN TREATY: Broadbill Partners Discloses 6.8% Equity Stake
PENN TREATY: Alan Parsow Resigns from Board of Directors
PEP BOYS-MANNY: Moody's Rates $200-Mil. Senior Secured Loan 'Ba2'
PEREGRINE FINANCIAL: Customers to Receive Initial $123 Million

PERRY COUNTY: Plan Confirmed, Court Closes Reorganization Case
PHIL'S CAKE: Access to Cash Collateral Expires Sept. 27
PHIL'S CAKE: Hiring Will Maloney as Chief Restructuring Advisor
POLI-GOLD CORP: Chapter 11 Reorganization Case Dismissed
PROELITE INC: Isaac Blech Discloses 81.3% Equity Stake

RAAM GLOBAL: Moody's Confirms 'Caa1' Corporate Family Rating
RADNET MANAGEMENT: Moody's Rates $330MM Sr. Sec. Term Loan Ba3
RESIDENTIAL CAPITAL: JPMorgan Objects to 'Lift Stay' Procedures
RG STEEL: Frontier Plans to Restart Mingo Junction Facility
ROCKWOOD SPECIALTIES: Moody's Lifts Sr. Sec. Ratings From 'Ba1'

RYLAND GROUP: Completes Offering of $250 Million of Senior Notes
SAAB CARS: Panel OK'd to Retain MBAF CPAs as Financial Advisor
SABRE INC: Moody's Assigns 'B1' Rating to $250MM Sr. Sec. Notes
SBA COMMUNICATIONS: Moody's Rates New $300-Mil. Senior Notes B2
SHERIDAN INVESTMENT: Moody's Rates $800MM Sr. Sec. Term Loan B1

SEALY CORP: Hayman Capital Discloses 5.9% Equity Stake
SEARCHMEDIA HOLDINGS: Sells Additional 855,000 Common Shares
SEARS HOLDINGS: Adopts New 2012 LTIP Performance Goals
SPIRIT FINANCE: Offering 29 Million Common Shares
SUMMIT MATERIALS: S&P Affirms 'BB-' CCR; Outlook Negative

SUN RIVER: Incurs $3 Million Net Loss in July 31 Quarter
SUNWEST MANAGEMENT: Faces Fraud Charges Over "Ponzi Scheme"
SUSSER HOLDINGS: Moody's Says Unit's IPO Has No Impact on 'B1' CFR
T3 MOTION: Obtains $250,000 Senior Bridge Loan Facility
TAXMASTERS INC: Dist. Court Rules on Lawsuit for Unpaid Overtime

THERMON INDUSTRIES: S&P Puts 'B+' CCR on CreditWatch Positive
THOMPSON CREEK: Kevin Douglas Discloses 5% Equity Stake
THUNDERBIRD TRUCKING: Case Summary & 20 Largest Unsec Creditors
TRACY PRESS: Ralph Allredge Has $425,000 for Newspapers
TRUE LIFE: Filing for Chapter 11 Bankruptcy Protection

US CAPITAL HOLDINGS: Court Approves Bankruptcy Exit Plan
US COATING: Mid State Dispute Referred to Bankruptcy Court
VANITY EVENTS: IBC Swaps $21,500 Notes with Convertible Debenture
VUANCE LTD: Reports $2.6 Million Net Income in Second Quarter
WHITTON CORP: Continued Cash Collaterals Use OK'd Until Sept. 30

* S&P Takes Various Rating Actions on 41 US Life Insurers
* More California Cities May Need Bankruptcy Protection

* Large Companies With Insolvent Balance Sheets

                            *********

15-35 HEMPSTEAD: Committee Says Dismissal is More Appropriate
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of 15-35 Hempstead Properties, LLC, et al., has asked the
U.S. Bankruptcy Court for the District of New Jersey to deny the
U.S. Trustee's cross motion to convert the Debtors' cases to
Chapter 7 of the Bankruptcy Code.

The U.S. Trustee for Region 3, in response to the motion seeking
dismissal of the Debtors' cases filed by Karen L. Gilman, Esq.,
the Chapter 11 trustee, filed an objection, and a cross motion to
have the case converted to Chapter 7.

As reported in the Troubled Company Reporter on June 19, 2012,
the Chapter 11 trustee sought:

   -- dismissal of the Debtors' chapter 11 cases;

   -- authority to transfer to Michael J. Viscount, as disbursing
      agent, those funds available for pro rata distribution to
      creditors holding allowed general unsecured claims; and

   -- for an order authorizing the Official Committee of Unsecured
      Creditors to prosecute objections to claims; and to provide
      for the disbursement of $82,695 on a pro rata  basis to
      creditors holding allowed general unsecured claims.

According to the Committee, nothing that the U.S. Trustee
presented in her response has persuaded the Committee to change
its view on the appropriateness of a structured dismissal for the
case.

New York Community Bank also objected to the cross motion of the
U.S. Trustee.  NYCB supported the motion of the Chapter 11 trustee
to dismiss the case because NYCB believes that a structured
dismissal most economically addresses all of the interests of the
disparate parties and serves to preserve a return for the
unsecured creditors.

                 About 15-35 Hempstead Properties

15-35 Hempstead Properties LLC and affiliate Jackson 299 Hempstead
LLC owned real property at 101 Boardwalk in Atlantic City, New
Jersey.  They filed for Chapter 11 bankruptcy protection (Bankr.
D. N.J. Case Nos. 10-43178 and 10-43180) on Oct. 26, 2010.  Albert
A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, serves as counsel
to the Debtors.  The Debtors each estimated assets and debts at
$10 million to $50 million.


AAP ASSET: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AAP Asset Holdings, LLC
        6389 Tower Lane
        Sarasota, FL 34240

Bankruptcy Case No.: 12-14267

Chapter 11 Petition Date: September 19, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Timothy W. Gensmer, Esq.
                  TIMOTHY W GENSMER, PA
                  2831 Ringling Blvd., Suite 202-A
                  Sarasota, FL 34237
                  Tel: (941) 952-9377
                  Fax: (941) 954-5605
                  E-mail: timgensmer@aol.com

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

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

A copy of the Company's list of its six unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-14267.pdf

The petition was signed by Anthony Deloach, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
HG & LL Holdings, LLC                  12-05560   04/12/12


AE BIOFUELS: Laird Cagan Discloses 12.9% Equity Stake
-----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Laird Q. Cagan disclosed that as of Dec. 12, 2007, he
beneficially owns 22,014,496 shares of common stock of Aemetis,
Inc., formerly known as AE Biofuels Inc., representing 12.9% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/7DXVUs

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


AES EASTERN: Has Deal to Sell Closed Plants for $2.25 Million
-------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that AES Eastern Energy LP, which slashed $240 million in debt off
its books through a sale of its two operating power plants, now
wants to sell its four non-operating power plants for less than $3
million.

                         About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AFA FOODS: Yucaipa Settles on Asset Sharing With Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Yucaipa Cos., the owner and junior lender to bankrupt
AFA Foods Inc., agreed to a settlement generating cash for payment
of unsecured creditors' claims under a liquidating Chapter 11
plan.  In return, Yucaipa will receive release from claims and
lawsuits the creditors might otherwise bring.

AFA had plants in California, Georgia, Pennsylvania, New York and
Texas.  The report relates that AFA, in its Chapter 11 case, sold
plants and paid off the first-lien lenders and the loan financing
the Chapter 11 effort.  Remaining assets are $14 million cash and
the right to file lawsuits.  An affiliate of Yucaipa has a $71.6
million second lien and would claim the remaining assets absent
settlement.  To avoid a challenge by the official unsecured
creditors' committee to the validity of its lien, Yucaipa agreed
to settle by carving up the $14 million and additional assets.
The settlement comes up for approval at an October 11 hearing in
U.S. Bankruptcy Court in Delaware.  Assuming the judge approves,
Yucaipa will receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors under a Chapter 11
plan.  Asset recoveries above $14 million will be split with
Yucaipa receiving 90% and creditors 10%.  Proceeds from lawsuits
will be divided roughly 50-50.

According to the report, the Chapter 11 case was financed with a
loan of about $60 million provided by existing lenders General
Electric Capital Corp. and Bank of America Corp.  The loan was
paid off in July.

                          About AFA Foods

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

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

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

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

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

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


AIRBORNE HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Airborne Holdings Inc. The outlook is stable. "At
the same time, we assigned a 'B' issue rating to the proposed $155
million senior secured credit facility, which consists of a $130
million term loan and $25 million revolver. We assigned the
facility a recovery rating of '3', reflecting our expectation of
meaningful (50%-70%) recovery in a default scenario," S&P said.

"The ratings on Airborne reflect the company's 'vulnerable'
business risk profile, which includes its limited product
diversity, the firm's relatively small scale and scope of
operations, and pressure on U.S. and U.K. defense budgets," said
Standard & Poor's credit analyst Chris Mooney. "Positive factors
include leading, often dominant market positions, albeit in small,
niche markets, and good profit margins. We assess the company's
financial risk profile as 'aggressive,' based on the company's
high leverage and aggressive financial policy."

"Airborne plans to pay its private equity sponsor, Metalmark
Capital LLC (not rated), a $49 million dividend and repay $87
million in existing debt, using proceeds from $130 million in new
debt and cash on hand. As a result of the proposed transaction,
debt to EBITDA will increase to about 4x from about 3x before the
transaction, and funds from operations (FFO) to debt will decline
to about 15% from about 25%. We expect these measures to remain
relatively stable over the next year, with modest improvement
possible if Airborne chooses to use free cash flow to pay down
debt. However, we believe significant uncertainty surrounds near-
term U.S. defense spending, and the cancellation or a material
reduction in funding for one of Airborne's key products could
result in credit ratios worse than our current expectations," S&P
said.

"Airborne has relatively few product offerings because of the
small size of the markets it participates in, which include
military personnel parachutes (about 40% of sales), advanced
products and support services, including aerospace parachutes
(30%), precision guided cargo parachutes (15%), and related
products (15%). As a result, the company has significant revenue
concentration in certain products, such as the T-11 personnel
parachute and Joint Precision Aerial Delivery System (JPADS) 2K
cargo parachute, which each accounted for roughly 15% of total
sales in fiscal 2012 (ended June 30, 2012). Typical for the
industry, customer diversity is not particularly broad, with the
U.S. Department of Defense accounting for roughly 50% of sales,
most of which is to the Army. The company also sells products to
the U.K. (about 20% of sales), which is also suffering from
reduced defense spending, as well as NASA (10%) and other foreign
militaries," S&P said.

"Airborne is the technology leader in the markets that it
participates in, allowing the company to enjoy leading, and often
dominant market shares. Generally, Airborne develops the
parachutes for the U.S. government, who then purchases the
intellectual property (IP) from Airborne and initiates competition
for production. The company competes with divisions of larger
companies, as well as some smaller companies, but only one
competitor competes with Airborne across every product line," S&P
said.

"We believe defense budget uncertainty could disrupt near-term
orders. Given partisan disagreement over how to handle the federal
budget deficit, the government will likely operate under a
continuing resolution (CR) to start fiscal 2013 (beginning Oct. 1,
2012). A CR limits funding to prior-year levels and restricts the
start of new programs until a budget is passed. This could result
in delayed orders for programs funded incrementally, such as
parachutes," S&P said.

"Over the long-term, we believe the government will continue to
purchase Airborne's products, which consist mostly of upgrades to
existing technology. However, U.S. defense spending is budgeted to
fall by $487 billion over the next decade from previously planned
levels, with the potential to fall to $1 trillion if automatic
across-the-board cuts triggered by sequestration take effect as
scheduled beginning Jan. 2, 2013. Although we do not anticipate
Congress will implement the full amount of cuts that sequestration
mandates, we believe additional cuts are likely. This could result
in fewer parachutes ordered per year, as the government aims to
stretch production over a longer period of time," S&P said.

"We believe increased training for future missions will partially
offset the negative impact of a smaller Army and troop withdrawals
in Afghanistan. President Obama has announced plans to reduce the
size of the Army over the next five years, choosing to abandon the
capability to fight two large-scale wars at once. Although there
will be fewer troops, the new U.S. military strategy calls for a
more agile force structure, shifting focus toward Asia and away
from the Middle East. This could require the use of more air
mobility missions, supporting demand for Airborne's next-
generation parachutes," S&P said.

"We believe Airborne will expand its foreign sales, for which the
company retains the IP on. This results in much higher profit
margins on these sales. Currently, Airborne's EBITDA margins
compare favorably with most defense contractors but the company
does not release its financial statements publically," S&P said.

"The outlook is stable. We expect Airborne's profitable operations
to enable the company to generate relatively steady earnings and
cash flow over the next year, with debt to EBITDA between 4x and
4.5x. Despite defense spending reductions, we believe the nature
of the company's products will largely remain protected. However,
we could lower the rating if debt to EBITDA rises above 5x for a
sustained period of time. We believe this would most likely be a
result of defense budget cuts to key programs, causing sales to
fall by at least 15%, but debt-financed dividends or acquisitions
could also increase leverage. While unlikely, we could raise the
rating over the next year if the company adopts a more
conservative financial policy, such that debt to EBITDA declines
below 3x for an extended period," S&P said.


AMERICAN AIRLINES: May Pay Expenses of Potential Plan Investors
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. received permission from the bankruptcy
judge at a hearing Sept. 20 to pay the professional expense of a
group of 10 investors negotiating to provide the airline with
"equity and other financings."

According to the report, the investments would assist the parent
of American Airlines Inc. in formulating a Chapter 11 plan and
emerging from bankruptcy reorganization.  There were no
objections.  The lawyer for the creditors' committee said the
arrangement was a "highly desirable step forward."  Outside
financing could give AMR an alternative to merger sought by US
Airways Group Inc.

The report relates that AMR is being allowed pay the standard
hourly fees for Milbank Tweed Hadley & McCloy LLP, the potential
investor group's lawyers.  The airline would give Houlihan Lokey,
the financial advisers, a $150,000 monthly fee and a success fee
if the work results in a transaction.  The potential investors
include J.P. Morgan Securities, Claren Road Asset Management LLC
and King Street Capital Management LP.  AMR said the investors are
already "substantial creditors."

                      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: Bidding Held on Guggenheim Sale-Leaseback Deal
-----------------------------------------------------------------
Matthew Landes, managing director at SkyWorks Capital, LLC, the
aircraft restructuring advisor to AMR Corp., filed a declaration
in support of the Debtors' motion to purchase from The Boeing
Company, and enter into sale leaseback transactions with
Guggenheim Aviation Partners, LLC, for two Boeing 777-300
aircraft.  Mr. Landes related that a bidding process was conducted
for the sale leaseback transactions and Guggenheim was selected as
the best bid based on the net proceeds to be received for the
Aircraft, the proposed lease terms and other economic terms.
Mr. Landes added that Guggenheim's bid was also attractive because
of the availability of documentation largely negotiated in
connection with its prior financings with the Debtors.

                      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: Objects to Pensioners' Bid for Payment of Fees
-----------------------------------------------------------------
AMR Corp. asked Judge Sean Lane to deny AMR Retirees Pension
Protection Corp.'s application for payment of fees and expenses.

ARPPC, a group formed by AMR pensioners who were not members of
any union, seeks payment of $134,470 in fees and $919 in expenses
for its "substantial contribution" in the company's bankruptcy
case.  The group claimed it was involved in the formation of the
committee representing AMR's retired workers.

AMR lawyer Alfredo Perez argued the group failed to show any
benefit to the company's estate or creditors that was derived as
a result of its participation in the company's bankruptcy case or
the appointment of the retirees committee.

"Assisting in the formation or appointment of a committee alone
is insufficient to warrant a substantial contribution award where
there is no tangible or direct benefit to creditors or the
debtor's estate," Mr. Perez said in a court filing.

The application also drew flak from the committee of AMR
unsecured creditors and the U.S. Trustee, a Justice Department
agency that oversees bankruptcy cases.  Both also argued that the
group failed to show that it made a "substantial contribution" to
the AMR estate.

A court hearing to consider approval of the application was
scheduled for Sept. 20.

                      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: Facing Class Suit for AAdvantage Program
-----------------------------------------------------------
AMR Corp. and American Airlines Inc. are facing a class action
lawsuit filed by members of their frequent-flier reward program
called AAdvantage.

In a 15-page complaint filed with the U.S. Bankruptcy Court in
Manhattan, Karen Ross and Steven Edelman accused the companies of
unlawful conduct regarding frequent-flier airline miles.

According to the complaint, loyal customers of the companies were
made to believe that valuable miles earned in the 1980s would
remain valuable.  The companies, however, "radically" reduced the
value of these miles by unilaterally changing the terms of the
program to make all miles earned prior to July 1, 1989 subject to
expiration.

Customers also are no longer allowed to redeem their old miles
under the structure that was in place when they earned those
miles.  The miles will have to be redeemed under a "newer, far
more restrictive award structure," according to the complaint.

"These actions make the miles significantly less valuable and
injure customers," said Jeffrey Traurig, Esq., at Diconza Traurig
Magaliff LLP, in New York.

"The breach of these promises and reduction of the value of miles
earned prior to July 1, 1989 is unlawful," the lawyer said in the
complaint filed last week.

The complainants asked the bankruptcy court to certify a class,
which is composed of "all persons or entities in the United
States who possess AAdvantage Miles With No Expiration earned
before July 1, 1989."

The lawsuit is Karen Ross, Steven Edelman, et al., v. AMR Corp.
and American Airlines Inc., 12-01865, U.S. Bankruptcy Court,
Southern District of New York.

                      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: Cuts Flight, Seating Capacity
------------------------------------------------
American Airlines Inc. reduced U.S. capacity by as much as 2% for
the rest of this month and October, according to a Sept. 18 report
by Bloomberg News.

AMR spokesman Bruce Hicks said the reductions of flight and
seating capacity take effect immediately and will occur
"selectively across our system."

AMR is reducing capacity for at least the fourth time in the past
12 months because of a pilot shortage, Bloomberg News noted.

American Airlines accounted for 92 of 157 U.S. flight
cancellations on September 18, and 414 of 2,092 delays, data on
FlightStats' Web site showed.  The data doesn't indicate the cause
of a cancellation or delay, according to the Bloomberg report.

                      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: AMR, Skywest Ink Capacity Purchase Agreement
---------------------------------------------------------------
SkyWest, Inc. said it has signed a Capacity Purchase Agreement
with American Airlines, Inc. to operate 23 Bombardier CRJ200
regional jet aircraft under the American Eagle designation.

SkyWest currently anticipates that it will commence its American
flights on November 15, 2012, with all 23 aircraft being placed in
service prior to end of the first quarter 2013.  SkyWest intends
to source the aircraft from its existing fleet where they have
previously been operated in behalf of another major partner and
anticipates that 12 of the aircraft will be flown by SkyWest
Airlines, Inc. and 11 aircraft will be flown by ExpressJet
Airlines, Inc.  SkyWest also anticipates that the American
aircraft will be primarily operated out of Los Angeles
International Airport and Dallas/Fort Worth International Airport.

The CPA, which has a term of four years, provides for SkyWest,
through its operating airlines SkyWest Airlines and ExpressJet
Airlines, to be compensated in similar fashion to existing
capacity purchase agreements with SkyWest's other major partners.

"This agreement is indicative of the credibility of the people and
the operational quality of SkyWest, Inc.," said Bradford R. Rich,
President-SkyWest, Inc.  He continued, "We look forward to
operating under the American Eagle designation and establishing
ourselves as a trusted and valuable long-term partner for
American."

SkyWest is the holding company for two scheduled passenger airline
operations and an aircraft leasing company and is headquartered in
St. George, Utah. SkyWest's scheduled passenger airline operations
consist of SkyWest Airlines, also based in St. George, Utah, and
ExpressJet Airlines, based in Atlanta, Georgia.  SkyWest Airlines
operates as United Express and Delta Connection carriers under
contractual agreements with United Airlines, Inc. and Delta Air
Lines, Inc.

SkyWest Airlines also operates as US Airways Express under a
contractual agreement with US Airways, Inc., and operates flights
for Alaska Airlines under a contractual agreement.  ExpressJet
Airlines operates as United Express and Delta Connection carriers
under contractual agreements with United and Delta.  System-wide,
SkyWest serves markets in the United States, Canada, Mexico and
the Caribbean with approximately 4,000 daily departures and a
fleet of approximately 725 regional 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: Court Approves Adequate Protection for NCC Key
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation concerning adequate protection between AMR
Corp. and NCC Key Company.  NCC Key has rights and interests in
airframes, engines, related equipment and other equipment,
documents and records with respect to the aircraft finance and
lease transaction relating to the aircraft bearing FAA Reg. No.
N7508.  In exchange for NCC Key's forbearance, the Debtors agreed
that any motion by NCC for adequate protection, if subsequently
filed, will be treated as if filed on the Petition Date.

                      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: APA Pilots Defend Maintenance Delays
-------------------------------------------------------
The Allied Pilots Association (APA), certified collective
bargaining agent for the 10,000 pilots of American Airlines,
issued the following response regarding recent media reports that
pilots were disrupting flight schedules with trivial maintenance
requests.

"American Airlines pilots are trained professionals who are
responsible for flying their passengers safely around the world
every day.  The list of unresolved maintenance issues grows every
day on each of the aging aircraft we operate, and we can't ignore
serious maintenance issues that could easily turn into safety
risks.  Our pilots will not compromise safety, ever," said APA
President Keith Wilson.

"American Airlines chose to reject our contract and the
operational procedures and protections that go with it.
Understandably, our pilots are taking a prudent and cautious
approach in their operational decision-making process," Wilson
added.

Here's a sampling of the substantive maintenance-related issues
our pilots have documented in the past several days:

    * A left engine generator failed in flight

    * An aircraft sustained a lightning strike

    * The ground proximity warning system failed in flight

    * A partial flight control failure

    * Weather radar test inoperative

    * A fuel leak on right wing main tank

    * The left landing light was damaged

    * A wind shear warning failure

    * A brake anti-skid failure

    * The engine start valve failed to close

"During the past year, American Airlines has sustained record FAA
fines totaling $162 million for improper aircraft maintenance
procedures, a strong indication that management's maintenance
practices have raised concerns with regulators," Wilson noted.

"In addition, companies that own and lease American Airlines
aircraft have formally complained to the bankruptcy court that AA
management has neglected to perform routine maintenance on their
aircraft.

"The maintenance situation is not going to get any better any time
soon, since management announced plans to outsource many
maintenance operations," Wilson said.  "When maintenance
operations are shipped overseas, quality control and FAA oversight
only become more difficult."

Founded in 1963, the Allied Pilots Association -- the largest
independent pilot union in the United States -- is headquartered
in Fort Worth, Texas.  APA represents the 10,000 pilots of
American Airlines, including 649 pilots not yet offered recall
from furlough. The furlough s began shortly after the Sept. 11,
2001 attacks.

                      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: Teamsters Mobilize Outreach Effort to Tulsa
--------------------------------------------------------------
United Airlines (UA) mechanics represented by the Teamsters Union
are joining Teamster organizers and American Airlines (AA)
mechanics in Tulsa discloses for an outreach program in support of
a campaign by AA mechanics to change their current union
representation.

Dozens of mechanics and related employees from both airlines
gathered at a local hotel this morning near Tulsa International
Airport where American Airlines has its largest maintenance
facility.  The workers are meeting with Teamster representatives
in preparation for an afternoon of door-to-door outreach to AA
mechanics throughout the Tulsa area.

"This is part of a major push by AA mechanics and related workers
who are unhappy with their current union representation and want
to reach out to their coworkers to build support for a new union,"
said Chris Moore, a representative of the Teamsters Airline
Division.  "With all the difficulties that American is going
through right now, we believe these workers want the strong
representative that the Teamsters provide to thousands of other
aviation mechanics throughout the industry."

Teamster organizers conducting house visits with AA workers will
be accompanied by UA mechanics who organized with the Teamsters
back in 2008 and ratified a strong contract last year.

"Becoming Teamsters was the best choice we made at United and I
think we have a lot to share with AA mechanics," said Rich
Petrovsky, a UA mechanic in San Francisco, Calif. and a business
agent with Teamsters Local 986.  "American Airlines is threatening
mass layoffs and outsourcing maintenance work so it can get out of
bankruptcy and, as we saw firsthand at United, the Teamsters are
the only union with a proven record when it comes to fighting
outsourcing."

                      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).


AMERICANWEST BANCORP: Ford Elsaesser OK'd as Assistant to Mediator
------------------------------------------------------------------
The U.S. bankruptcy Court for the Eastern District of Washington
authorized AmericanWest Bancorporation to employ Ford Elsaesser as
assistant to Judge Michael Hogan, court-appointed mediator.  At
the request of Judge Hogan, Mr. Elsaesser will be compensated at
$450 per hour.  To the best of Judge Hogan's knowledge, Mr.
Elsaesser has no conflicts in regard to representation of other
clients as required by any code or rules of professional conduct.

                   About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.

American West filed a Chapter 11 plan hammered out with secured
lenders owed $177.5 million.  The lenders will take ownership and
receive a new $49.6 million mortgage in return for existing debt.
They will invest $10 million to be used as working capital to make
payments under the plan.


AMERICANWEST BANCORP: Plan Outline Hearing Continued Until Oct. 25
------------------------------------------------------------------
The U.S. bankruptcy Court for the Eastern District of Washington,
according to AmericanWest Bancorporation's case docket, has
continued until Oct. 25, 2012, at 10 a.m., the hearing to consider
adequacy of the disclosure statements explaining the Debtor's and
Holdco Advisors, L.P.'s proposed Chapter 11 plans.

In this relation, Dillon E. Jackson, Esq., at Foster Pepper
Shefelman PLLC, the Debtor's counsel filed a withdrawal of Amended
Disclosure Statement and Plan.  The parties are moving forward
with mediation.

                         The Debtor's Plan

As reported in the Troubled Company Reporter on June 7, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor filed a Chapter 11 plan hammered out with
secured lenders owed $177.5 million.  The lenders will take
ownership and receive a new $49.6 million mortgage in return for
existing debt.  They will invest $10 million to be used as working
capital to make payments under the plan.

Unsecured creditors with $18 million or less in claims will share
a pot of $1.5 million.  If the class of unsecured creditors
accepts the plan by the requisite percentage, the secured lenders
won't assert their $128 million deficiency claim as an unsecured
claim.  Purchasers with claims for alleged construction defects
will share $1.5 million plus proceeds of insurance.  The
disclosure statement estimates that defect claims aren't likely to
exceed $20 million.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/AMERICAN_WEST_May29plan.pdf

In a separate filing, the Debtor notified the Court that pursuant
to the terms of the mediation agreement and the entry of the order
appointing mediator entered on June 22, 2012, the Debtor has
withdrawn its Amended Plan and Disclosure Statement filed on
May 24, 2012.

The Debtor's case docket also reflected that on May 25, 2012,
Bruce K. Medeiros on behalf of HoldCo Advisors LP filed a Second
Disclosure Statement.

                           Holdco's Plan

As reported in the TCR on June 14, 2012, Holdco filed a first
amended disclosure statement in support of its plan of
reorganization for AmericanWest Bancorporation dated May 25, 2012.

Holdco's Plan provides for the reorganization of the Debtor and
for Holders of certain Allowed Claims to receive equity in the
Reorganized Debtor, with the option for each Holder of Unsecured
Claims on account of Trust Originated Preferred Securities and
General Unsecured Claims to receive instead a "cash out" right of
payment and/or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date.  Holdco believes the Plan will maximize the
value of the Estate.

                   About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.

American West filed a Chapter 11 plan hammered out with secured
lenders owed $177.5 million.  The lenders will take ownership and
receive a new $49.6 million mortgage in return for existing debt.
They will invest $10 million to be used as working capital to make
payments under the plan.


ASPEN GROUP: Amends Annual Report to Correct Accounting Error
-------------------------------------------------------------
ASPEN Group, Inc., amended its audited consolidated financial
statements for the years ended Dec. 31, 2011, and 2010 to reflect
a restatement relating to an error in the accounting for a loan
receivable of approximately $2.2 million owed by a corporation
which is believed to still be controlled by Aspen's former
Chairman.  Aspen's management determined that they should have
expensed these amounts rather than report them as a secured
receivable.

Aspen University Inc.'s consolidated statements of operations, as
restated, reflect a net loss of $2.13 million on $4.47 million of
total revenues for the year ended Dec. 31, 2011.  Aspen Group
previously reported a net loss of $28,078 on $0 of revenue for the
year ended Feb. 29, 2012.

Aspen University's restated balance sheet at Dec. 31, 2011, showed
$4.01 million in total assets, $2.57 million in total liabilities,
$3.46 million in temporary equity, and a $2.02 million total
stockholders' deficiency.

A copy of the filing is available for free at:

                         http://is.gd/ixd7jV

                          About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at June 30, 2012, showed $3.7 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $1.9 million.

The Company had a net loss allocable to common stockholders of
$3.5 million and negative cash flows from operations of
$2.0 million for the six months ended June 30, 2012.  "The
Company's ability to continue as a going concern is contingent on
securing additional debt or equity financing from outside
investors.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


ATLAS PIPELINE: S&P Withdraws 'BB' Sr. Secured Issue Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its senior secured
issue rating and recovery rating on U.S. midstream partnership
Atlas Pipeline Partners L.P. at the company's request. The issue
rating was 'BB' and the recovery score was '1' at the time of the
withdrawal.

RATINGS LIST
Atlas Pipeline Partners L.P.
Corp. credit rating            B+/Stable/--
                     To        From
Ratings Withdrawn
Senior secured       NR        BB
Recovery rating     NR        1


AVANTAIR INC: To Restate Periodic Reports to Correct Errors
-----------------------------------------------------------
The Audit Committee of the Board of Directors of Avantair, Inc.,
concluded that the Company's previously filed consolidated
financial statements and other financial information, the reports
of its independent registered public accounting firm regarding the
audits of its financial statements and internal control over
financial reporting, as contained in its annual reports on Form
10-K for the fiscal year ended June 30, 2011, and its condensed
consolidated financial statements contained in its quarterly
reports on Form 10-Q for the quarters ended March 31, 2012, and
2011, Dec. 31, 2011, and 2010, and Sept. 30, 2011 and 2010, should
no longer be relied upon and those financial statements should be
restated.

The following reflects a summary of the errors identified:

   * Although there is no impact to income (loss) from operations
     during any periods, billings to program participants for
     flight activity and other ancillary fees that were previously
     classified as offsets to cost of fuel and cost of flight
     operations should have been recognized as revenue based on
     the Company's examination of Accounting Standards
     Codification.

   * Fuel expense was understated and correspondingly prepaid fuel
     was overstated due to use of incomplete information for
     credit card fuel purchases and recording accruals for fuel
     invoices.

   * Property and equipment was understated and other assets were
     overstated as costs incurred for engine overhauls and other
     refurbishments on core aircraft were included in other
     assets.

The Company is evaluating the impact of the errors relative to its
internal control over financial reporting and disclosure controls.

The Company has concluded that the effects of the restatement of
the financial statements will be reflected in its 2012 annual
report on Form 10-K, for the year ended June 30, 2012, expected to
be filed by Sept. 28, 2012.

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

                        http://is.gd/cA7Aje

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at March 31, 2012, showed
$98.86 million in total assets, $132 million in total liabilities,
$14.77 million in series A convertible preferred stock, and a
$47.91 million total stockholders' deficit.


AVENTINE RENEWABLE: Board Recommends Reverse Stock Split
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., along with each of its
subsidiaries, previously entered into a Restructuring Agreement
with 100% of the lenders under the Senior Secured Term Loan Credit
Agreement dated as of Dec. 22, 2010, as amended, with Citibank,
N.A., as administrative agent and collateral agent, and certain
stockholders of the Company beneficially holding 5,331,835 shares
of the Company's common stock, representing a majority of the
Company's issued and outstanding common stock.  Pursuant to the
Restructuring Agreement, the existing lenders, the Aventine
Companies and the Majority Stockholders agreed to a restructuring
of the indebtedness and capital stock of the Company and the other
Aventine Companies, subject to certain terms and conditions.

In connection with the Restructuring, the Company's Board of
Directors adopted resolutions approving the amendment and
restatement of the Company's Third Amended and Restated
Certificate of Incorporation to:

   (a) effect the reverse stock split resulting in one new share
       being issued for each 50 existing shares of the Company's
       issued and outstanding common stock, in which stockholders
       that would otherwise be entitled to fractional shares would
       receive cash in lieu of stock for those fractional shares
       in an amount equal to $6.15 multiplied by that fractional
       amount; and

   (b) make other changes necessary for the Restructuring.

The Amended Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on Sept. 20, 2012.

                 Deregisters Securities with SEC

The Company filed a post-effective amendment No. 3 to the
Registration Statement on Form S-1 filed on March 31, 2006, as
amended, to deregister the securities remaining unsold under the
Registration Statement.

A total of 20,881,025 shares of common stock, par value $0.001 per
share, of Aventine Renewable Energy Holdings, Inc., were
registered by the Registration Statement for sale by the selling
stockholders named in the Registration Statement, which Selling
Stockholders acquired those shares of Common Stock in private
equity placements.  The Company registered the offer and sale of
the shares of Common Stock held by the Selling Stockholders to
satisfy registration rights the Company granted to the Selling
Stockholders.

As contemplated by the Bankruptcy Plan, all then existing shares
of Common Stock, including the shares of Common Stock held by the
Selling Stockholders, were cancelled as of the effective date of
the Bankruptcy Plan.

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 (Bankr. D. Del. Lead Case No. 09-11214) on
April 7, 2009.  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

The Company reported a net loss of $43.39 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.46 million
for the ten months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$384.90 million in total assets, $248.91 million in total
liabilities and $135.98 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on July 20, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aventine Renewable
Energy Holdings Inc. to 'CC' from 'CCC+'.  "The downgrade reflects
the company's uncertain liquidity following its announcement that
on July 6, 2012, it entered into an amendment to its credit
agreement that could effectively prevent it from drawing on its
revolving credit facility and letters of credit," said Standard &
Poor's credit analyst Matthew Hobby.

In the Aug. 8, 2012, edition of the TCR, Moody's Investors Service
lowered Aventine Renewable Energy Holdings Inc.'s Corporate Family
Rating (CFR) to Ca from Caa3 and Probability of Default Rating to
Ca/LD from Caa3.  The CFR downgrade and Ca/LD probability of
default rating reflect Moody's understanding that Aventine did not
make its scheduled July 31, 2012, term loan interest payment.


B.B. KING'S: Judge Permits Mirage's Deductions
----------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that B.B. King's
Blues Restaurant & Club has lost its attempt to stop The Mirage
from repaying pre-bankruptcy debt by keeping tabs charged to
rooms.  According to the report, U.S. Bankruptcy Court Judge Mike
Nakagawa has ruled that under a legal doctrine known as
recoupment, The Mirage could make the deductions because they
arise from the same lease that also allowed for room charges.
Typically, pre-bankruptcy debts are frozen in Chapter 11 while the
debtor tries to devise a repayment plan.

The report relates, for months, The Mirage has been keeping a
portion of the tabs to cover current rent.  In June, the hotel
started keeping money to reduce the $635,000 in unpaid rent and
other charges accumulated prior to B.B. King's Chapter 11 filing
in February 2011.

The report says, unless the deduction was eliminated, B.B. King's
manager said in court, the restaurant would run out of cash in
mid-November.  B.B. King's has said in court papers that the
parent company, Memphis-based Beale Street Blues Co., had the
financial depth to keep the outlet going.  Closing the doors,
Judge Nakagawa concluded, would be a choice of the company, not
forced by his ruling.

The report adds the dispute between B.B. King's and The Mirage
stems from the eatery's contention of being overcharged for
stewarding, its part of the common utility area shared by several
restaurants.

In one key point, Judge Nakagawa said B.B. King's had a strong
case: Its lease is still valid.  The Mirage has claimed it ended
the lease the day before bankruptcy, so it should be able to
remove B.B. King's.

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

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


BLYTH INC: Moody's Affirms 'B2' CFR & Changes Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and other ratings for Blyth, Inc. and changed the rating outlook
to negative from stable. Moody's also assigned Speculative Grade
Liquidity ratings SGL-4 (weak liquidity). The outlook change and
SGL-4 reflect the company's constrained liquidity profile in 2013,
continued weakness in its core direct selling candle and home
fragrance business, as well as uncertainty stemming from the
recent announcement that it filed a registration statement for a
potential initial public offering ("IPO") of ViSalus, the weight
management product business in which the company currently holds a
73% stake. The outlook also reflects the growing reliance upon its
ViSalus weight management products business and the heightened
risk profile associated with its business model and the weight
management product category generally in comparison to candles and
fragrance products.

Blyth's liquidity in 2013 will be constrained by both the November
2013 maturity of its $100 million senior unsecured notes and the
potential purchase obligation related to ViSalus. Blyth is
required to purchase the remaining 27% stake of that business for
approximately $271 million if that operation meets certain
performance hurdles. As of June 30, 2012, Blyth publicly stated
that it anticipates the operating target requiring the additional
purchase to be met. At this time it is unclear how Blyth will fund
these upcoming obligations, as cash on hand is not sufficient.

RATINGS RATIONALE

Blyth's B2 corporate family rating reflects Moody's expectation
that the company's direct selling candle business will continue to
experience weakness due to the highly discretionary nature of the
majority of its home expressions products that are sold through
catalog, internet and wholesale channels of distribution.

The rating also reflects the increasingly important role of
ViSalus, its weight management product business, in offsetting the
weakness in its core business. ViSalus has posted extraordinary
revenue growth over the last year, with the number of sales
representatives growing to over 114,000 as of June 30, 2012 from
28,000 in the year earlier period, a revenue growth rate which
Moody's views is unsustainable as the business matures. Moody's
believes that ViSalus' business model and the weight management
product category carry inherently more risk than its candle and
home fragrance product lines.

Moody's expects that consumer discretionary spending (even on
relatively low priced home products goods) will remain subdued as
the economy remains sluggish and competition for sales consultants
by other direct sellers remains high. Furthermore, Moody's expects
the company's financial policies to favor shareholders given the
large concentration of ownership by the Goergen family.

The negative outlook also reflects Moody's uncertainty related to
the company's possible IPO of ViSalus, given the implications that
it may have for the company's liquidity profile for 2013, in
particular as it relates to the $271 million obligation to
purchase the remaining 27% of ViSalus in the first half of 2013.

These risks are partially mitigated by Blyth's modest leverage and
current strong cash position.

Blyth's ratings could be downgraded if the 2013 liquidity concerns
are not addressed in the near term. The rating could also be
downgraded if sales meaningfully decline or credit metrics
deteriorate such that debt-to-EBITDA approaches 4.5 times or free
cash flow-to-debt is sustained in the low single digit range.

Blyth's ratings could be upgraded if sales meaningfully grow at a
sustainable rate and ViSalus establishes a stable track record for
growing its sales and profitability across all major geographic
markets and product categories. In addition, Blyth would need to
address is 2013 liquidity concerns, and maintain moderately
conservative financial policies with respect to share repurchases,
dividends and acquisitions.

The principal methodology used in rating Blyth was the Global
Packaged Goods 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.


BROADVIEW NETWORKS: Wants Court to Approve $25-Mil. Exit Loan
-------------------------------------------------------------
Stephanie Gleason at Dow Jones Daily Bankruptcy Review reports
that Broadview Networks Holdings Inc. is asking the bankruptcy
court to approve a new $25 million loan that the company needs to
fulfill cash payouts required by its plan of reorganization and
provide capital to the restructured company.

According to the report, the loan is in addition to the
$25 million in bankruptcy financing that the U.S. Bankruptcy Court
in Manhattan approved last week.  That $25 million is funding the
company during its Chapter 11 case.

The report relates calling the financing a "key component" of its
reorganization, Broadview said in court documents that CIT Finance
LLC had agreed to provide it a $25 million loan that could be
increased by up to $10 million if necessary.

The report adds Broadview's plan of reorganization has already
been approved by note holders and doesn't require much in the way
of cash payments.  The bankruptcy-exit financing will mainly cover
administrative expenses associated with the case, in addition to
providing working capital to the company after it exits Chapter 11
protection.

The report notes the plan would pay senior secured note holders
owed $317 million with $150 million in new notes and new stock.
Note holders would hold 97.5% of the reorganized company's equity.

The report adds unsecured debt would be carried over in full, and
most existing equity is being canceled.

According to the report, CIT Group Inc. is owed $13.9 million and
is being paid in full through a roll-up loan that is part of the
other $25 million loan, which CIT is providing.

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Broadview Networks and 27 affiliates on Aug. 22, 2012, sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579)
with a plan that will eliminate half of the debt under the
Company's existing senior secured notes and lower interest expense
by roughly $17 million annually.  The company plans to complete
the restructuring in the fourth quarter.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Group, L.L.C.  Kurtzman
Carson Consultants is the claims and notice agent.

The restructuring counsel for the ad hoc group of noteholders is
Dechert LLP and their financial advisor is FTI Consulting.


BROADWAY FINANCIAL: Incurs $132,000 Net Loss in First Quarter
-------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a loss available to common shareholders of $132,000 on $5.49
million of total interest income for the three months ended
March 31, 2012, compared with a loss available to common
shareholders of $412,000 on $6.57 million of total interest income
for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $408.86
million in total assets, $390.59 million in total liabilities and
$18.27 million in total shareholders' equity.

                           Going Concern

The Company has a tax sharing liability to the Bank which exceeds
operating cash at the Company level.  The Company used its cash
available at the holding company level to pay a substantial
portion of this liability pursuant to the terms of the Tax
Allocation Agreement between the Bank and the Company on March 30,
2012, and does not have cash available to pay its operating
expenses.  Additionally, the Company is in default under the terms
of a $5.0 million line of credit with another financial
institution lender.

"Due to the current regulatory order that is in effect, the Bank
is not allowed to make distributions to the Company without
regulatory approval, and such approval is not likely to be given,"
the Company said in its quarterly report for the period ended
March 31, 2012.  "In that event, the Company would not be able to
meet its payment obligations within the foreseeable future unless
the Company is able to secure new capital and/or obtain requisite
forbearances from its lender.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern."

Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern following the annual results for the year ended
Dec. 31, 2011.

                         Bankruptcy Warning

"There can be no assurance our recapitalization plan will be
achieved on the currently contemplated terms, or at all.  If we
are unable to raise capital, we plan to continue to shrink assets
and implement other strategies to increase earnings.  Failure to
maintain capital sufficient to meet the higher capital
requirements could result in further regulatory action, which
could include the appointment of a conservator or receiver for the
Bank.  The Company or its creditors could also initiate bankruptcy
proceedings."

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

                        http://is.gd/DLckPA

                      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").


C & M RUSSEL: Factors for Ch. 11 Filing Absent, Wants Dismissal
---------------------------------------------------------------
C & M Russell, LLC, asks the U.S. Bankruptcy Court for the Central
District of California, to dismiss its Chapter 11 case.

According to the Debtor, among other things:

   -- a dismissal of the case is in the best interests of the
      creditors and the Debtor;

   -- factors precipitating the bankruptcy filing no longer exist;
      and

   -- the remaining issues in the Bankruptcy Case can be resolved
      outside of the bankruptcy case.

The Debtor also seeks authorization to pay in full of all general
unsecured creditors holding undisputed claims; and continue to
hold the net proceeds from sale of the property located at 302
West Imperial Avenue, El Segundo California, in the client trust
account until resolution of the State Court Action.

The State Court Action is pending before the Superior Court for
the County of Los Angeles.  Among other things, Homer H. Blomberg,
Russell's father, and Vearl Sneed Family Properties, Inc., alleged
in the State Court Action that the 302 property, must have
remained with the corporation, rather than have been transferred
to the Debtor.

The Debtor relates that it was the owner of five multifamily
apartment buildings, all located in either Redondo Beach or El
Segundo, California.  The properties were transferred to the
Debtor as a result of a Division Agreement and separate Mutual
Release of Claims, entered into by and between Christina A.
Russell, the Debtor's largest equity holder, and Homer H.
Blomberg, Russell's father.

While the settlement agreement was intended to resolve all
disputes between Russell and Blomberg, Blomberg, individually and
in his capacity as a trustee, and his wholly owned corporation,
VSFP caused to be commenced a state court lawsuit, challenging the
settlement agreement and the division of assets effectuated
thereby.

The U.S. Trustee, in its limited objection to the Debtor's motion,
requested that any outstanding U.S. Trustee quarterly fees be
remitted as a condition of the requested dismissal.

                         About C&M Russell

Los Angeles, California-based C & M Russell LLC owns five
multifamily apartment buildings all located in either Redondo
Beach or El Segundo, California.  The Company first made a pro
se Chapter 11 bankruptcy filing (Bankr. C.D. Calif. Case No.
11-49889) on Sept. 21, 2011.  C & M Russell filed for another
Chapter 11 petition (Bankr. C.D. Case No. 11-53845) on Oct. 20,
2011.  Judge Sandra R. Klein presides over the case.  Alan G.
Tippie, Esq., and Avi E. Muhtar, Esq., at SulmeyerKupetz, serve as
the Debtor's counsel.  In the second petition, the Debtor
scheduled assets of $17.5 million and debts of $9.30 million.  The
petition was signed by Mattie B. Evans, chief executive member.
Kenneth Blake, CPA, acts as accountant.


CALPINE CORP: Moody's Rates $615-Mil. Senior Secured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's planned issuance of new $615 million senior secured
notes due 2022. Concurrent with this rating assignment, Moody's
affirmed Calpine's B1 Corporate Family Rating (CFR) and B1
Probability of Default Rating, along with the B1 rating assigned
to the company's five series of senior secured notes that mature
between 2017 and 2023. Moody's also affirmed the B1 rating
assigned to Calpine's $1.64 billion in secured term loans due 2018
and its $1.0 billion secured revolver due 2015, the Speculative
Grade Liquidity Rating of SGL-2, and the Ba3 rating assigned to
the secured notes issued by subsidiary, Calpine Construction
Finance Company, LLC. (CCFC). The rating outlook for Calpine and
CCFC is stable.

RATINGS RATIONALE

Calpine's B1 CFR incorporates the steady strengthening of key
financial metrics since the company's February 2008 emergence from
bankruptcy, and the likelihood of continued improved financial
performance in the future based upon the incremental earnings and
cash flow contributions from the recently acquired Mid-Atlantic
fleet and from incremental contributions from new projects and
contracts entered into with a number of end-use customers. The
rating considers the company's hedging program, a favorable
environmental profile, substantially reduced refinancing risk, and
sustained operating performance of the generation fleet, all of
which are offset by continued high leverage. At year-end 2011,
Moody's calculates the ratio of Calpine's consolidated cash flow
(CFO-pre W/C) to debt at 6.4%, its consolidated cash flow coverage
of interest at 1.9x and its free cash flow to debt at 0.8%. Unlike
its peers, Calpine's ongoing capital requirements for maintenance
are fairly modest given the newness of the natural gas fired fleet
and the very limited environmental requirements associated with
the fleet. Moreover, Calpine has experienced a substantial
increase in generation production as its capacity factor for the
first half of 2012 was 53% as compared to 37% for the same period
in 2011, representing an 45% increase in kilowatthour production.
Management has reaffirmed EBITDA guidance for 2012 at the $1.7 -
$1.8 billion range similar to the levels reached in each of the
past three years. As such, Moody's believes Calpine's financial
performance will continue to position it reasonably well as a
strong "B" rated unregulated power company.

Proceeds from the secured note offering, along with cash on hand,
will be used to redeem 10% of the company's original $5.9 billion
in senior notes or $590 million of senior notes. Specifically,
Section 3.07 (c) of the indenture allows Calpine to redeem up to
10% of each of the five series of senior secured notes at a price
of 103%. As such, Calpine will use the proceeds of the financing
along with cash on hand to complete the repurchase, pay the call
premium ($17.7 million) and associated closing costs. Calpine's
primary motivation for completing the transaction is the expected
annual interest savings from the refinancing.

The B1 (LGD4, 50%) rating for the secured notes incorporates the
fact that all of the Calpine corporate debt is first lien debt and
as such, should carry the same rating as the company's CFR. The
collateral securing the term loan consists of a first priority
lien on a material percentage of all assets, including equity in
subsidiaries of Calpine and the guarantors to the extent permitted
by existing contractual arrangements. Key components of the
collateral package include a direct first lien on the Geysers, a
725 MW base load geothermal collection of plants in California, as
well as a first lien on the majority of the company's natural gas-
fired power generation facilities throughout the US. The
collateral package also includes a first lien on the equity
interests in virtually all of the remaining plants.

The Calpine secured note holders will share in this collateral
package with existing lenders in the company's $1 billion
revolver, existing senior note holders, and existing holders of
$1.64 billion term loans (all rated B1).

The SGL-2 liquidity rating reflects Moody's view that Calpine will
have good liquidity over the next 12 months based upon internal
cash flow generation, balance sheet liquidity, and headroom under
the company's covenants. At June 30, 2012, Calpine's unrestricted
cash balance of $587 million was negatively impacted by $290
million of share repurchases during the quarter and the settling
of non-interest rate hedges for $156 million. Internal cash
resources are expected to be aided by the completion of the
Riverside Energy Center sale to Wisconsin Power & Light for $392
million anticipated to close in December 2012. As such, internal
cash balances are expected to exceed $1 billion at year-end 2012.
At June 30, 2012, Calpine had access to $615 million of revolver
capacity under its $1 billion secured credit facility due December
2015 as well as $44 million under a separate letter of credit
facility. The next large debt maturity occurs in 2016 when the
CCFC senior notes mature. Moody's expects the company to be able
to satisfy any project level maturing debt requirements over the
next 12 months from internal sources, while also remaining in
compliance with the financial covenants in its credit facilities.
In addition to Riverside, Moody's anticipates Calpine continuing
to monetize certain of its less core assets over the next several
years which will continue to be a regular source of alternate
liquidity.

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully implemented hedging strategy which is
expected to result in continued free cash flow generation.

In light of Moody's belief that future debt reduction will occur
at a slower pace, reduced prospects exist for the CFR to be
upgraded in the near-term. However, Calpine's CFR could be
upgraded if the company's ratio of free cash flow to debt reaches
the high single digits, its cash flow to debt exceeds 12%, and
cash coverage of interest expense is above 2.3x with all on a
sustained basis.

The rating could be downgraded if the company is not able to
execute on its current operating plan through strong plant
performance and its regular hedging strategy leading to the
company's cash flow to debt declining below 7%, and its cash
coverage of interest expense falling below 1.8x on a sustained
basis.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that owns 93 power plants with an
aggregate generation capacity that exceed 28,000 MW. During 2011,
Calpine had operating revenues of $6.8 billion.


CATASYS INC: David Smith Discloses 48.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith disclosed that as of Sept. 13,
2012, he beneficially owns 46,746,851 shares of common stock of
Catasys, Inc., representing 48.9% of the shares outstanding.
Mr. Smith previously reported beneficial ownership of
33,446,851 common shares or a 47% equity stake as of April 18,
2012.  A copy of the amended filing is available for free at:

                        http://is.gd/hegfXB

                        About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.47 million
in total assets, $11.95 million in total liabilities and a $8.47
million total stockholders' deficit.

                         Bankruptcy Warning

As of Aug. 13, 2012, the Company had a balance of approximately
$500,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at June 30, 2012.  The Company has
incurred significant net losses and negative operating cash flows
since its inception.  The Company could continue to incur negative
cash flows and net losses for the next twelve months.  The
Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
September 2012, however delays in cash collections, revenue, or
unforeseen expenditures, could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.

"If we do not immediately obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders," the
Company said in its quarterly report for the period ended June 30,
2012.


CATASYS INC: Terren Peizer Discloses 61.84% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Terren S. Peizer and his affiliates disclosed
that as of Sept. 13, 2012, they beneficially own 66,655,379 shares
of common stock of Catasys, Inc., representing 61.84% of the
shares outstanding.  Mr. Peizer previously reported beneficial
ownership of 17,524,773 common shares or a 53.37% equity stake as
of Aug. 17, 2011.  A copy of the amended filing is available for
free at http://is.gd/3mI8TL

                         About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

In its auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Rose, Snyder & Jacobs
LLP, in Encino, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and negative cash flows from operations during the year
ended Dec. 31, 2011.

The Company reported a net loss of $8.12 million in 2011, compared
with a net loss of $19.99 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.47 million
in total assets, $11.95 million in total liabilities and a $8.47
million total stockholders' deficit.

                         Bankruptcy Warning

As of Aug. 13, 2012, the Company had a balance of approximately
$500,000 cash on hand.  The Company had working capital deficit of
approximately $2.2 million at June 30, 2012.  The Company has
incurred significant net losses and negative operating cash flows
since its inception.  The Company could continue to incur negative
cash flows and net losses for the next twelve months.  The
Company's current cash burn rate is approximately $450,000 per
month, excluding non-current accrued liability payments.  The
Company expects its current cash resources to cover expenses into
September 2012, however delays in cash collections, revenue, or
unforeseen expenditures, could impact this estimate.  The Company
will need to immediately obtain additional capital and there is no
assurance that additional capital can be raised in an amount which
is sufficient for the Company or on terms favorable to its
stockholders, if at all.

"If we do not immediately obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders," the
Company said in its quarterly report for the period ended June 30,
2012.


CCI FUNDING I: Lawsuit Against Trico Goes to Trial
--------------------------------------------------
The lawsuit commenced by Janice Steinle, the Chapter 11 trustee of
CCI Funding I LLC, against Trico Real Estate, L.P., will go to
trial after the bankruptcy judge denied Trico's Motion for Partial
Summary Judgment and Memorandum in Support; and the trustee's
Cross-Motion for Summary Judgment and Response in Opposition to
Trico Real Estate, L.P.'s Motion for Partial Summary Judgment.

Prior to the bankruptcy filing, CCI made three loans to Trico in
the total face amount of $9,175,000 pursuant to three separate
promissory notes dated Sept. 28, 2007, and three separate loan
agreements dated Sept. 28, 2007, between Trico, as Borrower, and
CCI, as Lender.  Charles Snider, III, in his capacity as president
of Trico, executed each of the Promissory Notes and Loan
Agreements.  Each Promissory Note provided its principal
outstanding balance would bear interest at the one-month LIBOR
rate plus 4%, and all amounts outstanding under each Promissory
Note would be due and payable on Dec. 28, 2008.  The purpose of
the Loans was funding to purchase certain real property and
related improvements located in Kingwood, Harris County, Texas
including certain condominium units, service units and related
real property interests, in the Westminster House Condominiums, a
134-unit senior independent living facility.

On June 4, 2010, Ms. Steinle commenced the adversary proceeding
against Trico and James T. Markus as Chapter 11 trustee of the CCI
estate.  In an Amended Complaint, Ms. Steinle asserts two claims
for relief: (1) judgment against Trico on the Promissory Notes in
the principal amount of $8,470,102 plus accrued interest, late
charges, attorneys' fees and costs; and (2) disallowance of
Trico's proofs of claim in the CCIF and CCI cases.

Trico denied any default on the Loans.

Bankruptcy Judge Michael E. Romero said both Ms. Steinle's and
Trico's motions must be denied because of the presence of genuine
issues of material fact. Specifically, there has been no evidence
provided as to whether CCI's failure to fund the requests it did
not fund was reasonable or whether parole evidence should be
allowed to indicate the parties' understanding of Trico's and
CCI's obligations.

As reported by the Troubled Company Reporter on Aug. 22, Judge
Romero said the Bankruptcy Court has constitutional authority to
hear and render a final decision on all claims for relief as
alleged in the lawsuit, JANICE A. STEINLE, Chapter 11 Trustee for
the bankruptcy estate of CCI FUNDING I, LLC, a Delaware limited
liability company, Plaintiff, v. TRICO REAL ESTATE, L.P.,
Defendant, Adv. Proc. No. 10-1418 (Bankr. D. Colo.).

A copy of the Court's Sept. 18, 2012 Order is available at
http://is.gd/JhVP4nfrom Leagle.com.

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I LLC, were commercial real estate lenders and investment
partners engaged in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  The cases
were jointly administered.  Robert Padjen, Esq., at Laufer and
Padjen LLC, assists Commercial Capital in its restructuring
efforts.  In its bankruptcy petition, Commercial Capital estimated
between $100 million and $500 million in assets, and between
$50 million and $100 million in debts.  CCI Funding estimated
between $100 million and $500 million each in assets and debts.

On Nov. 10, 2009, in the CCIF bankruptcy case, the Court approved
the U.S. Trustee's appointment of Janice Steinle as the Chapter 11
Trustee for CCIF.

On Dec. 7, 2011, in the CCIF bankruptcy case, the Court confirmed
the Fourth Amended Plan of Liquidation Under Chapter 11 Filed by
WestLB, New York Branch. Ms. Steinle is the Responsible Officer of
CCIF pursuant to the confirmed plan.


CHERYL PEREZ: Lacks Standing to Challenge Chapter 7 Trustee's Fees
------------------------------------------------------------------
The District Court agreed with the Bankruptcy Court that Chapter 7
debtor Cheryl L. Perez lacked standing to raise any objections to
the Application for Compensation filed by Kevin P. Kubie, the
Chapter 7 trustee.

In 2005, Ms. Perez and others lost a Louisiana state-court action
brought by a man named S. Stewart Farnet.  Ms. Perez appealed the
judgment in Louisiana and, while the appeal was pending, filed for
Chapter 11 relief (Bankr. D. Colo. Case No. 05-25535).  Mr. Farnet
submitted a claim against Ms. Perez in the bankruptcy proceeding,
and the court found that Mr. Farnet had an allowed claim of
$710,269.  Ms. Perez did not appeal the bankruptcy court's order
allowing Mr. Farnet's claim.  Instead, she subsequently converted
her Chapter 11 case to one under Chapter 7.  On Aug. 29, 2006, Mr.
Kubie was appointed the Chapter 7 Trustee.  Over the next few
years, the Trustee actively administered the estate.  Meanwhile,
Ms. Perez's appeal of the state-court action was dismissed by a
Louisiana appellate court and, by at least February 2010, the
bankruptcy court was aware that Ms. Perez's estate no longer
maintained an interest in the state-court appeal.

On Aug. 2, 2011, the Chapter 7 Trustee filed both his Final Report
and his Application for Compensation. The Final Report showed an
amount in allowed claims well in excess of the amount collected
from liquidating the estate's property.  In his Application for
Compensation, the Trustee sought compensation of $40,529 and
reimbursement for expenses of $5,848.  Thereafter, Ms. Perez filed
an adversary complaint against the Trustee, as well as Objections
to the Trustee's Application for Compensation and Final Report.

The case before the District Court is, CHERYL L. PEREZ, Appellant,
v. KEVIN P. KUBIE, Individually and in his Official Capacity as
the Chapter 7 Trustee of the bankruptcy Estate of Cheryl L. Perez,
Civil Action No. 11-cv-02743-CMA (D. Colo.).

A copy of District Judge Christine M. Arguello's Sept. 17 order is
available at http://is.gd/PKGAJ7from Leagle.com.


CHICKEN OUT: Joseph Marinucci Buys Six Store Locations
------------------------------------------------------
Missy Frederick at Washington Business Journal reports that Joseph
Marinucci has acquired the six remaining locations of Chicken Out
Inc. and plans to keep them up and running.  The report notes
financial terms were not disclosed, but Chicken Out will continue
as a privately run company.

According to the report, new locations are already on the way.
Mr. Marinucci signed a lease for about 2,000 square feet at 1386
Chain Bridge Road in the Langley Shopping Center in McLean.  That
spot will be open by the end of October.

Chicken Out has 10 restaurant locations in D.C., Maryland and
Virginia.  The chain recently closed its Pikesville location in
the Festival at Woodholme and still operates a store in Columbia.
The Company filed a Chapter 11 petition (Bankr. D. Md. Case
No. 11-24557) on July 14, 2011.  Robert K. Goren, Esq., at Goren,
Wolff & Orenstein, LLC, in Rockville, Maryland, serves as counsel
to the Debtor.  The Debtor estimated up to $10 million in assets
and $10 million to $50 million in debts as of the Chapter 11
filing.


CHRIST HOSPITAL: Suzanne Koenig Discharged as P. Care Ombudsman
---------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey discharged Suzanne Koenig as patient care
ombudsman in the Chapter 11 case of Christ Hospital.

The Court also ordered that her duties and responsibilities as
ombudsman are terminated effective as of July 20, 2012.

                     About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.


CITY OF BRIDGEPORT: Moody's Upgrades G.O. Debt Rating From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba1 the rating
of the City of Bridgeport's (TX) General Obligation Limited Tax
debt. The upgrade affects roughly $11.3 million in Moody's rated
debt. The rating also takes into consideration roughly $3.0
million in parity debt outstanding which is not rated by Moody's.

SUMMARY RATINGS RATIONALE

The Bonds are payable from the levy and collection of a
continuing, direct, annual ad valorem tax, within the limits
prescribed by law, on all taxable property located within the
city. The upgrade to Baa2 reflects improvement in the city's
financial performance and reserve position which is partly the
result of new management practices and conservative budgeting. The
upgrade also reflects better than expected sales tax collections,
modest growth in the city's small tax base, and an above average
debt burden. The rating also reflects finalized restructuring of a
$3.0 million liability associated with the local hospital.

STRENGTHS

* New management team with two years of demonstrated cuts in
expenditures and newly installed management practices

* Better than expected fiscal 2012 sales tax collections and
projected solid financial performance in 2012

* Finalized restructuring of $3.0 million liability associated
with the local hospital

* Anticipated significant growth in General Fund balance

CHALLENGES

* Above average debt burden

* Significant reliance on economically sensitive sales tax
revenues

WHAT COULD MAKE THE RATING GO UP:

* Significant growth and diversification in assessed valuation

* Continued structurally balanced operations bolstering city's
liquidity

WHAT COULD MAKE THE RATING GO DOWN:

* Contraction of assessed valuation

* Inability to produce structurally balanced operations resulting
in narrowing of reserve position

* Significant increase in debt profile

RATING METHODOLOGY

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


CITY OF BURLINGTON: Moody's Maintains 'Ba2' Rating on $8.5MM COPs
-----------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating with a
negative outlook to the City of Burlington's (VT) $10 million of
General Obligation Public Improvement Bonds, Series 2012 A and
$1.3 million of General Obligation Public Improvement Bonds,
Series 2012 B (taxable). The bonds are secured by an unlimited tax
pledge. Moody's maintains a Baa3 rating on $79 million of
outstanding general obligation debt, a Ba1 on $3 million in
certificates of participation, Series 2000 and 2002 (Police
Facility), and a Ba2 on $8.5 million of certificates of
participation, Series 1999A, 1999B, and 2007 (Parking). The
outlook on the general obligation debt and the certificates of
participation remains negative. Proceeds from the current issue
will be used to permanently finance maturing notes and finance
city, school, and electric projects.

Issue: General Obligation Public Improvement Bonds, Series 2012A;
Rating: Baa3; Sale Amount: $10,000,000; Expected Sale Date: 09-28-
2012; Rating Description: General Obligation

Issue: Taxable General Obligation Public Improvement Bonds, Series
2012B; Rating: Baa3; Sale Amount: $1,300,000; Expected Sale Date:
09-28-2012; Rating Description: General Obligation

SUMMARY RATINGS RATIONALE

Burlington's Baa3 general obligation rating reflects the
additional strains on the city's pooled cash from non-self-
supporting enterprise funds, compounding the prior year draws used
for the expansion of Burlington Telecom (BT). These draws greatly
reduced the city's liquidity to narrow levels, resulting in a high
reliance on cash flow borrowing to maintain financial operations
and continue to meet debt service obligations. The city's cash
balance at the end of fiscal 2011, net of cash flow borrowing, is
significantly negative.

The general obligation rating also factors in the city's strength
as the economic center of Vermont (G.O. rated Aaa/stable outlook),
as well as its manageable debt profile. The Ba1 and Ba2 ratings on
the COPs reflect the city's general credit profile while
incorporating appropriation and essentiality risks of the
projects.

The negative outlook reflects the potential for additional
liquidity strain given the uncertainty surrounding the outcome of
the recent lawsuit regarding the BT lease and the potential
repayment of an interfund loan to BT. On September 2, 2011,
Citibank (rated A3/stable) filed a lawsuit against the city
following the non-appropriation and subsequent termination of the
BT lease. While the impact of this lawsuit on the city's General
Fund is unclear, given the current regulatory environment and city
charter provisions, Moody's expects that any obligation borne by
the General Fund may adversely affect the city's credit profile.
Additionally, the lawsuit is likely to hamper any plans by the
city to formulate a viable long-term solution for BT and the
repayment of funds owed to the city's pooled cash account. The
outlook also reflects significant challenges as the city attempts
to reduce the reliance of its other enterprise funds on pooled
cash and return to self-supporting operations.

STRENGTHS

- Stable underlying economy and tax base serving as the economic
center of the state

- Manageable debt profile

CHALLENGES

- Potential exposure of the General Fund to any judgment or
settlement resulting from the recent lawsuit

- Long-term viability of BT which would ultimately result in the
repayment of funds

- Operating deficits in the city's Water and Wastewater Funds
resulting on additional drains on pooled cash

Outlook

The negative outlook reflects the city's considerable reliance on
cash flow borrowing, ongoing strain related to its various
enterprise funds, and the potential negative effect on the city's
financial position from the Citibank lawsuit. Moody's will
continue to monitor the city's cash position, its ability to
address weakened positions of its enterprise funds, and its
ability to meet day-to-day operating requirements and General Fund
debt service payments.

In addition, Moody's will continue to monitor the city's status of
pooled cash and ability to manage its array of short-term debt
instruments to meet near-term liquidity.

WHAT WOULD MAKE THE RATING GO UP

- Reduction or elimination of the amount due from BT to the pooled
cash account

- City prevailing in the lawsuit

- Significant reduction of enterprise fund exposure to the General
Fund and reduced reliance on pooled cash

- Reduced reliance on short-term cash flow instruments

WHAT WOULD MAKE THE RATING GO DOWN

- Increased exposure of the General Fund to BT losses and
obligations stemming from the lawsuit for changes in the statutory
environment

- Inability to make meaningful progress towards repayment of the
interfund loan

- Lack of a viable plan to place the telecommunications system on
a more sustainable path

Growth of the negative net asset position of the Telecom Fund

- Lack of, or challenges attaining, market access to fund
operations via renewals on its lines of credit

- Structurally imbalanced General or School Fund operations,
reducing the city's financial flexibility

- Increased exposure to losses the city's various enterprises

PRINCIPAL METHODOLOGIES USED

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


COMMUNICATION INTELLIGENCE: Obtains $2.2 Million in Financing
-------------------------------------------------------------
Communication Intelligence Corporation has closed a new round of
funding for working capital with a number of existing and new
investors.

Pursuant to the closing, investors subscribed to provide CIC with
approximately $2.2 million in cash, one-half of which was
delivered on Sept. 14, 2012, in exchange for unsecured promissory
notes, and the remaining one-half is scheduled to be delivered in
exchange for Series D-2 Preferred Stock following receipt of
requisite stockholder approval and satisfaction of customary
closing conditions.  The Series D-2 Preferred Stock will be
convertible into shares of common stock at a price of $0.05 per
share.

Upon issuance of the Series D-2 Preferred stock, all outstanding
CIC unsecured promissory notes will automatically convert into
Series D-1 and D-2 Preferred Stock, creating a combined pool of
approximately $4.5 million in Series D Preferred Stock that will
be senior to all other classes of preferred stock.

"We elected to postpone until now our Series D equity round in an
effort to limit dilution," stated Philip Sassower, CIC's Chairman
and Chief Executive Officer.  "We believe we have succeeded in
this effort as, on average, the Series D will have a conversion
price of $0.0435 per share, which is almost twice the Series C
conversion price of $0.0225.  Also, the Series D will have only
12% warrant coverage in the aggregate, as compared to 100% warrant
coverage issued with the Series C.  We believe the improvement in
financing terms is a strong reflection of the Company's positive
traction in the market and of our investor group's ongoing
commitment to support CIC."

"Assuming no significant changes in our revenue run rate and
operating expenses, this round of funding is expected to sustain
CIC through the middle of 2013," stated William Keiper, CIC's
President and Chief Operating Officer.  "It provides the support
required to drive ongoing integrations of our high security
electronic and biometric signature solutions with additional
partners and clients and to add to our transaction-based and
recurring revenue."

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

                        http://is.gd/Y01K4Z

                 About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

In its audit report accompanying the financial statements for
2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern.  The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.

The Company reported a net loss of $4.50 million for 2011,
compared with a net loss of $4.16 million for 2010.

The Company's balance sheet at June 30, 2012, showed $2.76 million
in total assets, $4.09 million in total liabilities and a $1.33
million total stockholders' deficit.


COMMUNITY FIRST: Franklin Branch to be Sold to First Citizens
-------------------------------------------------------------
First Citizens National Bank and Columbia, TN-based Community
First Bank have entered into a purchase and assumption agreement
whereby First Citizens will acquire a branch from Community First
Bank.  The branch to be sold is located at 9045 Carothers Parkway
in Franklin.  The transaction, which includes approximately $55
million in deposits and $26 million in loans, is subject to
regulatory approval and is expected to be completed in the fourth
quarter of 2012.

"We're excited for the opportunity to expand our customer base and
demonstrate our commitment to the Williamson County community
which we already serve," said Jeff Agee, President & CEO of First
Citizens National Bank.  First Citizens National Bank currently
operates a full-service branch at 1304 Murfreesboro Road in
Franklin and 18 other full-service locations in Tennessee.

"Our strong capital position allows First Citizens National Bank
to seek growth opportunities to enhance shareholder value and
provide exemplary customer service.  We believe the addition of a
second full-service branch in Franklin will broaden our ability to
effectively serve new and existing customers.  We are confident
that our new customers will be pleased with our comprehensive
banking products and services and commitment to customer service,"
Agee said.

Louis Holloway, President & CEO of Community First, stated, "The
sale of this branch is part of our ongoing effort to improve our
overall efficiency and profitability."

"The transaction with First Citizens fits our strategic plan,
which is to concentrate on our core markets.  We believe that
having First Citizens as our successor in Cool Springs places our
employees with a good company and our clients with a banking
organization that will serve them well."

Mr. Holloway continued, "Between now and the closing date, the
Community First and First Citizens teams will work closely with
each other to assure a smooth transition for customers and
employees."

Following the transaction, Community First will continue to
operate 8 branches throughout Middle Tennessee.

There will be no changes to any of Community First's customer
accounts until after the transaction is completed, and the banks
will collaborate to ensure a smooth transition for the businesses
and individuals they serve.  Employees of Community First that are
associated with the branch to be sold will be invited to join
First Citizens upon completion of the transaction.  Over the next
several weeks, Community First and First Citizens will be
communicating directly with customers and the affected employees
to guide them through the process and assist with any questions.

First Citizens National Bank is a $1.1 billion FDIC-insured
financial institution established in 1889.  It strives for
excellence achieved with integrity, trust and innovation to create
long-term shareholder value, attract and retain high performance
employees, and provide superior customer service.  For information
about First Citizens National Bank, visit
http://www.firstcitizens-bank.comor call 800-321-3176.

                        About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.

The Company's balance sheet at June 30, 2012, showed $573.69
million in total assets, $563.03 million in total liabilities and
$10.65 million in total shareholders' equity.


CONVERTED ORGANICS: Has 536.8 Million Common Shares Outstanding
---------------------------------------------------------------
On Jan. 3, 2012, Converted Organics entered into an agreement with
an institutional investor whereby the Company agreed to sell to
the investor 12 senior secured convertible notes.

The initial January Note was issued on Jan. 3, 2012, in an
original principal amount of $247,500.  The remaining 11 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 12 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 our 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. 14, 2012, the total principal outstanding
on these notes was $1,541,960.

As of Sept. 21, 2012, the principal amount of the Notes is
$1,481,960.  From Sept. 17, 2012, until Sept. 21, 2012, a total of
$60,000 in principal had been converted into 66,844,920 shares of
common stock.  Since the issuance of the Original Note and the
addtional closing, a total of $635,100 in principal has been
converted into 356,305,809 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. 21,2012, the Company had 536,836,281 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.


COPYTELE INC: Adds Former Acacia Executives to Team
---------------------------------------------------
CopyTele, Inc., appointed three former executives from Acacia
Research Corporation, a premier publicly traded patent
monetization company, to its executive team.  Robert Berman will
be CopyTele's President and CEO, John Roop will be a Senior Vice
President of Engineering, and Dr. Amit Kumar will be a strategic
advisor to CopyTele.  The new team brings extensive experience in
turnarounds and intellectual property monetization to CopyTele.

Dr. Kumar was a member of the Board of Directors of Acacia from
2002-2008.  Mr. Berman, who was at Acacia from 2000-2007, started
Acacia's patent assertion business, and as COO and General
Counsel, had responsibility for managing all patent monetization
activities and related personnel.  Mr. Roop, who was at Acacia
from 2001-2008, was Senior Vice President of Engineering, where he
built and managed the technical group responsible for the
evaluation and monetization of patents.

Lew Titterton, CopyTele's current Chairman and interim CEO stated,
"We are pleased that Mr. Berman, Mr. Roop and Dr. Kumar have
agreed to join the company.  Their interest in joining CopyTele
confirms our belief in the potential value of our patents and
patent related technologies.  This team has the skills, knowledge,
and experience necessary to maximize the value of these assets for
our shareholders."

Mr. Berman stated, "Since its inception 30 years ago, CopyTele has
invented and developed technologies resulting in the issuance of
more than 100 U.S. Patents.  We have already begun the process of
evaluating CopyTele's patents and meeting with CopyTele's
technical staff.  We are excited about the prospects of unlocking
the value of CopyTele's patents and in the coming weeks and
months, will investigate and consider all options for the
monetization of these assets."

Mr. Berman has experience in a broad variety of areas including
finance, acquisitions, marketing, and the development, licensing,
and monetization of intellectual property.  He was recently the
CEO of IP Dispute Resolution Corporation, a consulting company
focused on patent monetization.  Prior to IPDR, Mr. Berman was the
Chief Operating Officer and General Counsel of Acacia Research
Corporation. Mr. Berman has been quoted in numerous articles on
patent monetization and is a frequent speaker on patent licensing
and enforcement including programs at Harvard Law School, and
UCLA's Anderson School of Business.  Mr. Berman received a B.S.
from the University of Pennsylvania's Wharton
School, and a J. D. from Northwestern Law School.

Mr. Roop has 18 years of experience analyzing and evaluating
patents for acquisition and licensing, and over 20 years of
experience as a Silicon Valley design engineer and engineering
executive.  He was Sr. Vice President of Engineering at Acacia
Research and was instrumental in developing Acacia's patent
acquisition operations.  Previously, Mr. Roop was a co-founder and
Sr. Vice President of Engineering at StarSight Telecast, a
pioneering developer of electronic program guides, and Vice
President of Engineering at VSAT Systems, Inc., a satellite
telecommunications systems developer.  He received his BS in
Electrical Engineering from the University of California at
Berkeley.

Dr. Kumar has been an investor, founder, Director and CEO of
several technology enterprises, both public and private.  As CEO,
he took CombiMatrix Corporation public and ran it for a decade
while listed on the NASDAQ Global Market.  He has worked in
venture capital with OAK investment Partners, and has been an
advisor to investment funds, venture capital firms, and Fortune
500 companies.  Highly relevant to the engagement at CopyTele, he
was on the Board of Directors of Acacia Research Corporation from
2002-2008.  Dr. Kumar is currently CEO of Geo Fossil Fuels, an
energy company, and he sits on the Board of other public and
private companies.  He received his AB in Chemistry from
Occidental College.  After graduate studies at Stanford University
and Caltech, he received his Ph.D. from Caltech and followed that
with a post-doctoral fellowship at Harvard.

                           About CopyTele

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.

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 Company's quarterly report for the period ended
July 31, 2012, 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.


COSTA BONITA: Asociacion de Condomines Seeks Ch. 11 Case Dismissal
------------------------------------------------------------------
Creditor Asociacion de Condomines de Costa Bonita Beach Resort
asks the U.S. Bankruptcy Court for the District of Puerto Rico to
dismiss the Chapter 11 case of Costa Bonita Beach Resort Inc.

Asociacion de Condomines relates that on April 23, 2012, it
requested for the payment of $16,028 administrative expenses.  The
Court granted the motion on May 31, however, the Debtor failed to
pay the administrative expenses, moreover past petition
administrative expenses have accrued, and as of Sept. 4, expenses
amount to $103,197.

According to Asociacion de Condomines, the failure to comply with
the order has provoked irreparable damages; several governmental
agencies have made several remarks related to the lack of
maintenance of the septic tanks, possible contamination with sewer
water to in the premises; the Debtor does not own the means to
keep maintaining the premises and irreparable deterioration will
be unstoppable; and the Debtor's failure to comply with the order
caused the constant deterioration of the premises, and if
continued will be cause state and federal agencies to close the
premises for lack of healthy conditions in the land and air.

Asociacion de Condomines is represented by:

         Jose M. Prieto Carballo, Esq.
         JPC LAW OFFICE
         P.O. Box 363565
         San Juan, P.R. 00936-3565
         Tel: (787) 607-2066
              (787) 607-2166
         E-mail: jpc@jpclawpr.com

Previously, DF Servicing LLC also requested for dismissal of the
Debtor's case.   But the motion was denied.  A copy of the Court's
Aug. 27, 2012 Opinion and Order is available at
http://is.gd/HjUPe3from Leagle.com.

                 About Costa Bonita Beach Resort

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D. P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CUMULUS MEDIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Ga.-based radio broadcaster Cumulus Media Inc. to stable
from positive. All ratings on the company, including the 'B'
corporate credit rating, were affirmed.

"The outlook revision to stable reflects Cumulus' still high debt
leverage, underperformance across several markets, weak long-term
fundamentals in radio advertising, and a thin margin of compliance
with its total debt leverage financial covenant," explained
Standard & Poor's credit analyst Jeanne Shoesmith. "As of June 30,
2012, the company had a 7% EBITDA margin of compliance against its
leverage covenant, which is only applied if the company draws on
its revolving or swing-line loans or issues letters of credit. The
covenant tightens progressively through 2015 and the company's
access to its revolving credit facility could become severely
limited in the second half of 2013 if it is unable to grow its
EBITDA base beyond the already identified acquisition synergies.
As of Aug. 9, 2012, the company had no outstanding balance on the
revolving credit facility."

"The 'B' corporate credit rating reflects the company's very high
leverage following the August 2011 acquisition of the remaining
stake in Cumulus Media Partners LLC and the September 2011
acquisition of Citadel Broadcasting Corp. We consider the
company's business risk profile as 'fair' (as per our criteria),
because of the company's healthy EBITDA margin and discretionary
cash flow generation. The company's 'highly leveraged' financial
risk profile is characterized by very high post-acquisition
adjusted leverage of about 7.4x (including preferred stock), pro
forma for synergies anticipated in the third quarter of 2012. We
see the potential for weak industry fundamentals to result in
revenue erosion over the intermediate-to-long term," S&P said.

"The stable rating outlook reflects our expectation that Cumulus
will maintain adequate liquidity despite the potential for little
to no access to its revolver starting in 2013, risks surrounding
longer-term secular trends in radio, and fewer opportunities to
reduce expenses in 2013. We believe that either an upgrade or
downgrade is unlikely over the near term," S&P said.

"Still, we could raise our rating if Cumulus reduces leverage
below 6.0x, while maintaining liquidity of at least $150 million
and a 15% EBITDA margin of compliance with covenants. Upgrade
potential likely would be linked to the radio industry stabilizing
and returning to some modest pace of growth, the company amending
its revolver covenant, and directing the majority of discretionary
cash flow to debt repayment. Conversely, we could lower our rating
if revenue and EBITDA decline by 13% and 35%, causing leverage to
increase to nearly 10x and EBITDA coverage of interest expense to
decline to the low-1x area, which we view as unlikely over the
near term. This could occur as a result of continued secular
pressure on radio advertising revenue, deterioration in the
ratings and profitability of acquired stations, and debt-financed
acquisitions that underperform expectations," S&P said.


CYCLONE POWER: Closes $150,000 Debt Financing with Gemini Master
----------------------------------------------------------------
Cyclone Power Technologies, Inc., closed a $150,000 debt financing
with Gemini Master Fund, Ltd., comprised of a Securities Purchase
Agreement, Secured Promissory Note and Warrant.  The 12-month Note
bears a 9% Original Issuance Discount (OID), making the principal
payable at maturity $163,500.  There is no other interest payable
under the Note, unless the Company is in default.

The Note is convertible into shares of the Company's common stock
at a price floor of $.15 per share, subject to standard anti-
dilution and price protection provisions should the Company issue
shares at a lower price, except for certain issuance exemptions
specifically set forth in the Note.  The Company has a pre-payment
obligation upon: (1) receipt of future payments from the U.S. Army
under the Company's development contract, provided that no more
than 50% of those payments will be applied to the early re-payment
of the Notes; and (2) the closing of at least $500,000 in equity
funding, provided that no more than 10% of that financing will be
applied to the early re-payment of the Notes.

The Warrant attached to the Note allows the investor to purchase a
number of shares of common stock of the Company equal to 40% of
the Note amount, at a an exercise price equal to $.20 per share
for five years from issuance. Gemini received a Warrant to
purchase 436,000 shares in this deal.  The Warrant may be
exercised on a "cashless" basis, and is subject to the same price
protection as the Note, provided however, any revised exercise
price of the Warrant will be 125% of any revised conversion price
of the Note.  The Warrant and underlying common stock are
restricted under Rule 144.  The securities were issued pursuant to
an exemption from registration under Section 4(2) of the
Securities Act of 1933.

All other terms of this deal are identical to those provided to
Brio Capital LP, in a $250,000 Note that closed Aug. 24, 2012.

                         About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.68 million
in total assets, $3.79 million in total liabilities and a $2.11
million total stockholders' deficit.

In its audit report for the year ended Dec. 31, 2011, results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


DEWEY & LEBOEUF: No Ruling Yet on Partner Contribution Plan
-----------------------------------------------------------
Bankruptcy Judge Martin Glenn has yet to rule on the $71.5 million
partner contribution plan in the Chapter 11 case of Dewey &
LeBoeuf LLP.

Jennifer Smith, writing for The Wall Street Journal's Law Blog,
reports that former Dewey lawyers and its many creditors took a
spin down memory lane at the day-and-a-half long hearing last week
over the proposed settlement with ex-partners.  At issue was
whether the judge should approve the "clawback" plan, which would
grant some 440 participants immunity from future lawsuits in
exchange for a portion of their 2011 and 2012 earnings.  The
settlement represents about 17% of the roughly $400 million those
partners got in compensation or other benefits during that time,
as the firm headed toward bankruptcy.

According to WSJ Law Blog, on Friday witnesses who helped devise
the plan said they thought the firm could likely have been
declared insolvent at the end of 2011.  Law Blog notes that about
one-third of Dewey's partners had special pay deals that
guaranteed them set amounts of money no matter how well or poorly
the firm fared; disclosure of those deals and fights over
compensation helped trigger a partner exodus in 2012.

According to the Blog, David Pauker, a restructuring consultant
who also worked out a partner settlement for the defunct law firm
Coudert Brothers LLP, assigned ultimate responsibility for the pay
deals to former firm chairman Steven Davis, former executive
director Stephen DiCarmine and former chief financial officer Joel
Sanders.  The Blog notes the triumvirate's names came up regularly
on the subject of who sunk Dewey -- and therefore who could be
liable for mismanagement suits.

The triumvirate is represented by Ned Bassen, Esq., at Hughes
Hubbard & Reed LLP.  Mr. Davis is also represented by Paul Basta,
Esq., at Kirkland & Ellis LLP.

Law Blog relates that lawyers for two groups of former partners,
many of them retirees who say they are owed tens of millions in
promised pension benefits, object to the settlement, calling it a
cheap deal -- "20 cents on the dollar," at best -- that doesn't
maximize the value of the estate and was designed at the behest of
Dewey insiders.  According to the report, those groups want the
court to appoint an independent examiner to investigate potential
tort claims against partners.  But Dewey's bankruptcy advisers say
the plan is the best, and most cost-efficient, way to settle up
quickly and avoid a quagmire of future litigation.

The partner contribution plan or PCP has the backing of Dewey?s
secured lenders, who are funding the Chapter 11 proceedings, and
of its unsecured creditors.  Law Blog says those groups have
agreed to share any proceeds of the settlement, which at this
point represents the largest single recovery they are likely to
get.

Law Blog notes Dewey's estate owes about $260 million to its
secured lenders, who are first in line to get paid back. The firm
also faces hundreds of millions more in claims submitted by the
unsecured group, which includes federal pension regulators,
landlords and trade creditors.  They typically only get paid after
the secured lenders have been made whole.

                        About Dewey & LeBoeuf

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

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

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

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

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

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

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


DIGITAL DOMAIN: Chinese-Indian Venture Wins Auction for $30.2MM
---------------------------------------------------------------
The Associated Press reports Digital Domain will be sold to a
joint venture formed between a Chinese media company and an Indian
counterpart for $30.2 million.

According to the report, a U.S. subsidiary of Beijing Galloping
Horse Film & TV Co. and Mumbai-based Reliance MediaWorks teamed up
to outbid other companies in a bankruptcy court auction on
Sept. 21, 2012.  The deal was announced by the companies on
Sept. 23, 2012.

The report notes Galloping Horse will own 70% of the joint venue,
with Reliance owning the other 30%.

The report says the sale is subject to approval by the bankruptcy
court. A hearing was scheduled for Sept. 24, 2012.

The report relates the joint venture, known as Galloping
Horse_Reliance, will acquire all assets of Digital Domain
including its feature film and advertising visual effects,
commercial production and "virtual humans," in addition to studios
in California and Vancouver, Canada.  It will also take a co-
production stake in the feature film Ender's Game.

                             Quick Sale

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
recounts that at a prior hearing on Sept. 12, Delaware Bankruptcy
Judge Brendan Shannon expressed his frustration with Digital
Domain's sale timeline at the outset of the Chapter 11 case.
However, he approved a sale timeline of less than two weeks after
the film studios upon which Digital Domain's business depends
threatened to walk away if its bankruptcy dragged on.

According to DBR, at the sale hearing Monday afternoon, Judge
Shannon again remarked on the "unprecedented" sale timeline yet
expressed his satisfaction that the $30.2 million offer is more
than double what the bidding started at.  The Court also noted
that Digital Domain's unsecured creditors, a group whose
recoveries are often at stake in a sale situation, overcame their
concerns about the "hyper aggressive" timeline to support the
winning bid from Beijing Galloping Horse Film Co. and Reliance
MediaWorks Ltd.

"While I am pleased with the result . . . I will tell you I regret
it," Judge Shannon said, according to DBR.  "While I'm delighted
with the opportunity to provide for the continued viability of
this company and its employees, institutionally I am concerned
with the timeline."

DBR says Judge Shannon closed with a rebuke that could be taken as
a warning to other would-be debtors looking to do a quick-rinse
Chapter 11 sale.

"I would not anticipate that I would undertake this" again, Judge
Shannon said, according to the DBR report.  "And I am confident
that from what I?ve heard from my colleagues that they would not
do so either."

Digital Domain intends to close the deal by the end of the week.


                       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.


DINEEQUITY INC: S&P Raises Rating on 9.5% Senior Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the issue-level rating
on Glendale, Calif.-based DineEquity Inc.'s 9.5% senior notes due
2018 to 'B-' from 'CCC+'. "At the same time, we revised our
recovery rating to '5' from '6'. The '5' recovery rating indicates
that lenders should receive a modest (10%-30%) recovery of
principal in the event of a default," S&P said.

"The change in our recovery analysis reflects our revised
expectation of the recovery prospects because of the company's
repayment of principal under the term loan," S&P said.

"Our 'B' corporate credit rating on DineEquity and 'BB-' issue-
level rating on its senior secured credit facility due 2017 remain
unchanged. The outlook remains stable," S&P said.

RATINGS LIST

DineEquity Inc.
Corporate Credit Rating               B/Stable/--

Upgraded; Recovery Rating Revised
                                       To        From
DineEquity Inc.
Senior 9.5% nts due 2018              B-        CCC+
   Recovery Rating                     5         6


DONALD CHARLES SCHWARTZ: Dismissal of Wasney Lawsuit Upheld
-----------------------------------------------------------
District Judge Edward J. Davila in San Jose, Calif., affirmed a
bankruptcy court decision dismissing an adversary complaint filed
by David A. Wasney, Sr., against Donald Charles Schwartz alleging
that certain debts were non-dischargeable.  The lawsuit was
commenced one day after the filing deadline.  Mr. Schwartz
objected to the lawsuit as untimely.

The lawsuit is, David A. Wasney, Sr., Appellant(s), v. Donald
Charles Schwartz, Respondent(s), Case No. 5:09-cv-05831 (N.D.
Calif.).  A copy of the District Court's Sept. 20, 2012 Order is
available at http://is.gd/SSMEJ9from Leagle.com.

Mr. Schwartz commenced a Chapter 11 proceeding on Sept. 11, 2008.
The Chapter 11 case was converted to a Chapter 7 case on May 8,
2009.


DRIVETIME AUTOMOTIVE: Moody's Reviews 'B3' CFR for Downgrade
------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the B3 Corporate Family Rating ("CFR") of DriveTime
Automotive Group, Inc. and the B3 rating on the $200M Senior
Secured Notes ("Senior Notes"), co-issued by DriveTime and DT
Acceptance Corporation.

On 11 September 2012, DriveTime announced that it has entered into
definitive agreements to sell the company in two separate
transactions. DriveTime will sell its finance receivables
portfolio, certificates representing its residual interests in
securitizations of finance receivables and certain other assets to
Santander Consumer USA Inc. The company will sell all outstanding
stock of DriveTime and DT Acceptance Corporation, which consist
primarily of used vehicle dealership operations, to a group of
third party investors.

DriveTime also announced its intent to tender for the Senior Notes
outstanding. Finance receivables, which DriveTime intends to sell
to Santander Consumer USA, constitute the majority of the
collateral securing the Senior Notes. As per the indenture, the
release of collateral liens requires the consent of noteholders.

RATINGS RATIONALE

The rating action reflects uncertainty regarding the post-tender
Senior Notes terms and protections provided to the noteholders who
choose not to participate in the tender offer.

Moody's review will focus on the progress of the proposed tender
offer as well as the ultimate Senior Notes terms for the
noteholders who choose not to tender.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published March 2012.

DriveTime is a used car dealership and finance company,
headquartered in Phoenix, Arizona.


E-DEBIT GLOBAL: Six Directors Elected to Board
----------------------------------------------
E-Debit Global Corporation held its 2012 annual meeting of
stockholders on Sept. 12, 2012, at which six directors were
elected to serve until the next annual meeting of stockholders or
until their successors are elected and qualified, namely:

   (1) Douglas N. Mac Donald;
   (2) Robert L. Robins;
   (3) Kim Law;
   (4) Dr. Roy Queen;
   (5) Bernd Reuscher; and
   (6) Jack (John) Thomson.

At the Meeting, the shareholders unanimously approved an ordinary
resolution to appoint qualified auditors Schumacher & Associates,
Inc., as the U.S. auditors of the Corporation, for the fiscal year
ending Dec. 31, 2013, and to authorize the directors to fix their
remuneration.  The shareholders unanimously approved an ordinary
resolution to appoint Sam Yeung as the Canadian auditor for the
Corporation for the next year and to authorize the directors to
fix their remuneration.

In addition, the shareholders unanimously approved an amendment to
Article II of the Company's Articles of Incorporation, authorizing
that the maximum number of shares outstanding at any time will be
10,000,000,000 shares of common stock with no preemptive rights,
no par value, and 200,000,000 shares of preferred stock, no par
value.   Each share of common and preferred stock is entitled to
one vote.

                  About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.46 million
in total assets, $3.13 million in total liabilities and a $1.66
million total stockholders' deficit.


EDUCATION MANAGEMENT: S&P Cuts CCR to 'B' on Declining Enrollment
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh, Pa.-based for-profit post-secondary school
operator Education Management LLC to 'B' from 'BB-'. The rating
outlook is negative.

"At the same time, we revised our recovery rating on the company's
senior secured credit facilities to '3', reflecting our
expectation for meaningful (50% to 70%) recovery for lenders in
the event of default, from '2' (70% to 90% recovery expectation).
We lowered our issue-level rating on this debt to 'B' (at the same
level as the 'B' corporate credit rating on the company), from
'BB', in accordance with our notching criteria for a '3' recovery
rating," S&P said.

"We also lowered our issue-level rating on the company's senior
unsecured and subordinated notes to 'CCC+' from 'B', in
conjunction with the corporate credit rating change. The recovery
rating on this debt remains at '6' (0% to 10% recovery
expectation)," S&P said.

"The downgrade reflects our expectation that tough economic
conditions and new business practices mandated by tighter
regulation will cause ongoing enrollment declines over the near
term," said Standard & Poor's credit analyst Chris Valentine.

"We lowered our previous expectations for revenue, EBITDA, and
cash flow after the company recently provided public guidance for
fiscal-year 2013 ending June 30. Given the fixed costs of the
business, we expect enrollment declines will lead to weaker credit
metrics, lower cash flow generation, and tight financial covenants
over the next 12 to 18 months. There is also a springing maturity
to the senior secured credit facilities, which would be
accelerated to March 1, 2014, if the company does not refinance or
repay the $375 million notes due June 2014 prior to this date,"
S&P said.

"Our 'B' rating reflects Education Management's dependence on
Title IV federal student loan programs and students' willingness
to take on debt despite weak economic conditions and high
unemployment. We expect the company's revenue and EBITDA trends to
remain under significant pressure in fiscal-year 2013 and
potentially beyond, as changes in marketing practices, negative
publicity, and increased disclosure requirements to potential
students hurt enrollments," S&P said.


ELEPHANT TALK: Mobile Telecom Contracts in Germany Put on Hold
--------------------------------------------------------------
Elephant Talk Communications, Corp., has been informed that, due
to an evaluation of internal procedures and practices within a
group of German MVNOs, all mobile telecom contracts recently
signed between the group and all external providers have been
temporarily placed on hold.

"We look forward to a favorable and quick resolution so we may
resume delivering services," stated Steven van der Velden, CEO of
Elephant Talk Communications.  "Despite the change, we remain on
track to report our first month of operational cash flow positive,
excluding non-cash expenses and capital expenditures, by early
2013.  It is important to stress that the evaluation is not
directed at Elephant Talk, but it has been applied to all
contracts that provide mobile services to the MVNOs.  Management
would like to emphasize that this internal evaluation is not in
any way related to the services Elephant Talk provides in Germany
in cooperation with Telekom Deutschland."

Elephant Talk expected this contract to generate over $30 million
of total revenue in the initial two year contract period.  This
estimate included approximately $8 million of total revenue in
2012, with about half of that revenue recognized on the Company's
income statement and the remainder recorded as deferred revenue on
the balance sheet.  Based on this development, the Company does
not expect to record any revenue from this contract in 2012 and
until the hold has been removed the Company is not able to
estimate the impact, if any, on the full contract.

                         About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company's balance sheet at June 30, 2012, showed
$44.63 million in total assets, $17.30 million in total
liabilities, and $27.32 million in total stockholders' equity.

Elephant Talk reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.  The Company reported a net loss of $10.99 million for
the six months ended June 30, 2012.


EMERGENCY MEDICAL: Moody's Affirms B2 CFR & Rates PIK Notes Caa1
----------------------------------------------------------------
Moody's Investors Service affirmed Emergency Medical Services
Corporation's ("EMSC") B2 Corporate Family and Probability of
Default Ratings. Concurrently, Moody's assigned a Caa1 rating to
CDRT Holding Corporation's ("CDRT") $450 million senior PIK-Toggle
notes due 2017. CDRT is the issuing entity and ultimate parent
company of EMSC. At the same time, the ratings outlook was changed
to negative from stable.

The change in the outlook to negative reflects the company's move
towards a more aggressive financial policy as evidenced by a $428
million dividend payment at the holding company level. Moody's had
previously expected EMSC to continue deleveraging, following its
LBO last year by Clayton, Dubilier & Rice, LLC, to about 6 times
debt to EBITDA for the fiscal period ending December 31, 2012.
Moody's estimates that pro forma leverage for fiscal 2012,
following the debt-financed dividend will be about 6.6 times debt
to EBITDA.

Moody's raised its ratings on both the senior secured term loan
and senior unsecured notes that reside at the operating company to
reflect changes in the debt capital structure, namely the addition
of $450 million of CDRT debt that is structurally subordinated to
the operating company debt.

Following is a summary of rating actions:

Rating assigned:

CDRT Holding Corporation

$450 million senior PIK-Toggle notes due 2017 at Caa1 (LGD 6, 93%)

Ratings upgraded:

EMSC

$1,440 million senior secured term loan due 2018 to Ba3 (LGD 2,
26%) from B1 (LGD 3, 34%)

$950 million senior unsecured notes due 2019 to B3 (LGD 5, 71%)
from Caa1 (LGD 5, 84%)

Ratings affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-1

RATINGS RATIONALE

The B2 Corporate Family Rating reflects weak credit metrics due to
the company's considerable increase in debt associated with its
2011 leveraged buyout and subsequent debt-financed dividend. Pro
forma leverage including debt at CDRT is estimated to be 7.0
times, as of June 30, 2012; which is very high and even high for
the single B rating category -- leaving only a modest equity
cushion for the company. Moody's believes that EMSC will focus on
reducing debt with available free cash flow as capital spending is
expected to remain modest. The company's rating also benefits from
its significant scale in both of its segments, which are otherwise
very fragmented among other providers.

EMSC's negative outlook considers the company's heightened debt
leverage resulting from its aggressive financial policy. To
stabilize the outlook, Moody's would be looking for EMSC to show
improving leverage metrics over the next 12 months.

The likelihood of an upgrade of the rating is somewhat limited in
the near term given the company's high leverage. However, if the
company improves operating results or repays debt such that debt
to EBITDA is sustained around 5.0 times and free cash flow to debt
is expected to be sustained above 5%, Moody's could upgrade the
ratings.

The ratings could be downgraded if retained cash flow-to-debt
declines below 5.0% and debt leverage is sustained above 6 times.
Further, if EMSC pursues additional acquisitions that are not de-
leveraging or shareholder friendly initiatives, the ratings could
be downgraded. Additionally, if government reimbursement levels
are significantly reduced in either segment of the company's
business, professional liability claims rise materially above
current levels, or if payor mix shifts materially impacting
pricing, such that the company is expected to have negative free
cash flow for a sustained period, Moody's could downgrade the
ratings.

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

Emergency Medical Services Corporation (EMSC) is a leading
provider of emergency medical services in the U.S. EMSC operates
through two business segments: EmCare is the company's emergency
department and hospital physician outsourcing segment and AMR is a
leading provider of medical transport in the U.S. EMSC is owned by
financial sponsor Clayton, Dubilier and Rice, LLC. The company
reported revenues for the twelve months ending June 30, 2012 of
$3.2 billion.


EMMIS COMMUNICATIONS: Has 1.3-Mil. Preferred Shares Outstanding
---------------------------------------------------------------
In order to comply with the terms of its senior credit agreement,
Emmis Communications Corporation exercised its early termination
option under the total return swap transactions that it had
entered into with certain holders of 1,484,679 shares of its 6.25%
Series A Non-Cumulative Convertible Preferred Stock.  The
termination was effective on Sept. 19, 2012.

As a result, the 1,484,679 shares of Preferred Stock return to the
status of authorized but unissued shares, leaving 1,337,641 shares
of Preferred Stock outstanding.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at May 31, 2012, showed
$350.94 million in total assets, $360.51 million in total
liabilities, $46.88 million in series A cumulative convertible
preferred stock, and a $56.45 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


EXODUS COMMS: Calif. Court Revives Suit Over German Unit's Loan
---------------------------------------------------------------
District Judge Lucy H. Koh in San Jose, California, granted the
request of Dr. Holger Lessing, the insolvency administrator in
charge of the assets of Exodus Communications GmbH, to set aside a
default judgment in the lawsuit, Oak Point Partners, Inc.,
Plaintiff, v. Dr. Holger Lessing, not individually, but only in
his capacity as the Insolvency Administrator in charge of the
assets of Exodus Communications GmbH, Defendant, Case No. 11-CV-
03328-LHK (N.D. Calif.).

The case arises from Oak Point's attempt to collect on a debt it
believes it is owed by German company Exodus GmnH.  The debt in
question is a loan of roughly $23 million made to Exodus by an
American company called EXDS.  In September 2001, EXDS filed for
relief under Chapter 11 of the Bankruptcy Code.  In 2007, Oak
Point purchased all of EXDS's remaining assets from the Bankruptcy
Plan Administrator, including all rights in that loan.  The
lawsuit relates to Oak Point's attempt to collect on the loan from
Exodus.

Complications arise because Exodus is itself in insolvency
proceedings in Germany.  Oak Point filed a claim in the German
insolvency proceedings, but Dr. Lessing, as administrator,
challenged the claim.  Oak Point then did what it asserts is
required by German law, that is, Oak Point filed the lawsuit to
establish the validity of its claim and obtain an order directing
Dr. Lessing to include the claim in the distribution of Exodus's
property.  Dr. Lessing did not make an appearance at any time to
defend the lawsuit, and in November 2011, the clerk entered a
default and default judgment against him.

On May 1, 2012, the Defendant sought to set aside the default
judgment on two grounds: that the judgment is invalid because the
Defendant was not properly served, pursuant to Fed. R. Civ. P.
60(b)(4), and in the alternative, that the default judgment should
be set aside on grounds of excusable neglect, pursuant to Fed. R.
Civ. P. 60(b)(1).  The Plaintiff opposed.

A copy of the District Court's Sept. 18, 2012 Order is available
at http://is.gd/t4ZUW9from Leagle.com.

Exodus Communications filed for chapter 11 protection (Bankr. D.
Del. Case No. 01-10539) on September 26, 2001, and the Debtors'
Second Amended Joint Plan of Reorganization was confirmed on
June 5, 2002.  The company's liquidating plan provided for a
change of the company's name to EXDS, Inc.


FLETCHER INTERNATIONAL: Employs Trott Duncan as Bermuda Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Fletcher International, Ltd., authorization to employ
Trott & Duncan Limited as special Bermuda Counsel to the Debtor,
effective as of Aug. 13, 2012.  Trott & Duncan succeeds Appleby
(Bermuda) as the Debtor's special Bermuda counsel.

The firm's standard hourly rates care:

  $650 per hour for partners;
  $550 per hour for senior attorneys;
  $375 per hour for junior attorneys; and
  $150 per hour for paralegal

Trott & Duncan is being retained in relation to the provision of
advice on Bermuda corporate, insolvency and litigation issues,
including the the Winding Up Petition filed against the Debtor in
the Supreme Court of Bermuda (the "Bermuda Petition").  The firm
will work at the direction of the Debtor and its proposed general
bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP, and
Young Conaway and Trott & Duncan will work to avoid any
duplication of efforts.

The Debtor believes that Trott & Duncan does not hold or represent
any interest adverse to the Debtor or its estate with respect to
matters for which Trott & Duncan is being retained.

                   About Fletcher International

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

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

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

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

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

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


FLETCHER INTERNATIONAL: Can Employ Young Conaway as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Fletcher International, Ltd., to employ Young Conaway
Stargatt & Taylor, LLP as counsel to the Debtor, nunc pro tunc to
June 29, 2012.

Young Conaway will perform these professional services:

  a) providing legal advice with respect to the Debtor's powers
     and duties as a debtor-in-possession in the continued
     operation of its businesses and management of its properties;

  b) representing the Debtor in contested matters and adversary
     proceedings that may arise in the Chapter 11 case;

  c) pursuit of confirmation of a Chapter 11 plan and approval of
     the corresponding solicitation procedures and disclosure
     statement;

  d) preparing on behalf of the Debtor necessary applications,
     motions, answers, orders, reports and other legal papers;

  e) appearing in Court and otherwise protecting the interests of
     the Debtor before the Court; and

  f) performing all other legal services for the Debtor that may
     be necessary and proper in the Debtor's case.

The firm's standard hourly rates currently range from $270 to
$950 per hour for attorneys and from $140 to $245 per hour for
paralegals.

The Debtor believes that Young Conaway does not hold or represent
any interest adverse to the Debtor's estate, and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Fletcher International

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

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

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

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

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

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


FORT LAUDERDALE BOATCLUB: Can Employ Barry Gruher as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Fort Lauderdale BoatClub, Ltd., to employ Barry P.
Gruher, Esq., and the law firm of Genovese Joblove & Battista,
P.A., as general bankruptcy counsel for the Debtor-in-Possession,
nunc pro tunc to the Petition Date.

GJB will render these services:

  a) advise the Debtor with respect to its powers and duties as
     debtor and debtor-in-possession in the continued management
     and operation of its business and properties.

  b) attend meetings and negotiate with representatives of
     creditors and other parties-in-interest and advise and
     consult on the conduct of the case, including all of the
     legal and administrative requirements of operating in
     Chapter 11;

  c) advise the Debtor in connection with any contemplated sales
     of assets or business combinations, including the negotiation
     of sales promotion, liquidation, stock purchase, merger or
     joint venture agreements, formulate and implement bidding
     procedures, evaluate competing offers, draft appropriate
     corporate documents with respect to the proposed sales, and
     counsel the Debtor in connection with the closing of such
     sales;

  d) advise the Debtor in connection with post-petition financing
     and cash collateral arrangements, provide advice and counsel
     with respect to prepetition financing arrangements, and
     provide advice to the Debtor in connection with the emergence
     financing and capital structure, and negotiate and draft
     documents relating thereto;

  e) advise the Debtor on matters relating to the evaluation of
     the assumption, rejection or assignment of unexpired leases
     and executory contracts;

  f) provide advice to the Debtor with respect to legal issues
     arising in or relating to the Debtor's ordinary course of
     business including attendance at senior management meetings,
     meetings with the Debtor's financial and turnaround
     advisors and meetings of the board of directors, and advice
     on employee, workers' compensation, employee benefits, labor,
     tax, insurance, securities, corporate, business operation,
     contracts, joint ventures, real property, press/public
     affairs and regulatory matters;

  g) take all necessary action to protect and preserve the
     Debtor's estate, including the prosecution of actions on its
     behalf, the defense of any actions commenced against the
     estate, negotiations concerning all litigation in which the
     Debtor may be involved and objections to claims filed against
     the estate;

  h) prepare on behalf of the Debtor all motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the estate;

  i) negotiate and prepare on the Debtor's behalf a plan of
     reorganization, disclosure statement and all related
     agreements and/or documents, and take any necessary action on
     behalf of the Debtor to obtain confirmation of such plan;

  j) attend meetings with third parties and participate in
     negotiations with respect to the above matters;

  k) appear before the Court, any appellate courts, and the U.S.
     Trustee, and protect the interests of the Debtor's estate
     before such courts and the U.S. Trustee; and

  l) perform all other necessary legal services and provide all
     other necessary legal advice to the Debtor in connection with
     this Chapter 11 case,

The hourly rates for the attorneys at GJB range from $195 to $595
per hour.  The hourly rates of Barry P. Gruher, Mariaelena Gayo-
Guitian and Robert F. Elgidely, the attorneys who will be
principally working on this case are $435, respectively.  The
hourly rates for paralegals at GJB range from $160 to $185.

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

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

No creditors' committee has yet been appointed in this case.


FORT LAUDERDALE BOATCLUB: Access to Cash Collateral Stops Sept. 28
------------------------------------------------------------------
In a second agreed order dated Sept. 17, 2012, the U.S. Bankruptcy
Court for the District of Florida granted Fort Lauderdale
BoatClub, Ltd., to use cash collateral of EverBank on an interim
basis.

For purposes of the second interim order, and until further order
of the Court, Maggie Smith will pursuant to 11 U.S.C. Section 543
continue to act as custodian under the Receivership Order limited
to the following the duties:

a) collect and hold pre- and post-petition rents from the
    tenant, National Liquidators;

b) collect and hold any pre and post-petition insurance refunds
    that may be due to the Debtor;

c) deposit and hold the funds specified in items 3(a) & (b)
    above in the Revenue Account established and maintained by
    the Receiver under the Receivership Order;

d) hold for the benefit of creditors and equity security holders
    of the Debtor's estate all other funds and/or property of the
    Debtor in the possession, custody and control of the
    Receiver, including such funds held in the Reserve Account
    under the Receivership Order; and

e) the Debtor will collect and hold all rents (pre and post-
    petition) derived and received from the billboard signage at
    the Marina in the DIP Account; but may not use such funds
    unless agreed to by the Debtor, Receiver, EverBank and
    BoatClubsAmerica, LLC ("BCA") and/or until further order of
    the Court.

The Receiver will only be authorized to disburse from the Revenue
Account those amounts necessary for the daily operations,
preservation and maintenance of the Marina in accordance with the
co-managerial responsibilities and protocols set forth in the
Receivership Order as between the Parties in accordance with the
Budget.  The Receiver is further authorized to pay the $5,000 in
monthly receivership fees set forth in the Budget, which amounts
are deemed allowed.

As adequate protection, EverBank will continue to have nunc pro
tunc as of the Petition Date a replacement lien on all property
acquired or generate post-petition by the Debtor and an
administrative expense claim pursuant to Sections 503(b) and
507(a)(2) of the Bankruptcy Code.

The continued use of cash collateral by the Debtor and custodial
duties of the Receiver will be through Sept. 28, 2012.  A further
hearing on the use of cash collateral will be held on Sept. 28,
2012, at 9:30 a.m.  Any party-in-interest objecting to the
permanent relief requested in the motion will file a written
objection or response no later than three calendar days before the
hearing.

A copy of the second agreed order and cash budget is available for
free at http://bankrupt.com/misc/fortlauderdale.doc57.pdf

                  About Fort Lauderdale BoatClub

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

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

No creditors' committee has yet been appointed in this case.


FORT LAUDERDALE: Nov. 14 Hearing on Dismissal and Turnover Motions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued to Nov. 14, 2012, at 1:30 p.m. the evidential hearing on
EverBank's motion to dismiss Fort Lauderdale BoatClub, Ltd.'s
Chapter 11 case as a bad faith filing, motion of the Debtor for
turnover of property from the receiver, and EverBank's motion to
excuse the receiver from the 11 U.S.C. Sec. 543 turnover
requirement, and incorporated memorandum of law.

A. EverBank's Motion to Dismiss

On Aug. 29, 2011, EverBank, owed $10,800,000, commenced a
foreclosure action against the Debtor, and certain guarantors, in
the Circuit Court in and for Broward County, Florida, Case No. 11-
020179.  In said action, the state court has appointed a Receiver
pursuant to the terms of an agreed order on EverBank's verified
emergency motion for appointment of a receiver or, in the
alternative, sequestration of rents.  Since its appointment, the
receiver has been in charge of collecting the rents and other
revenues of the business and paying appropriate expenses.

EverBank said that the Debtor's Chapter 1l case should be
dismissed on these grounds:

  a) The Chapter 11 case was filed in bad faith;

  b) This is a two party dispute between the Debtor and the Bank,
     which should be resolved in State Court;

  c) There are no significant unsecured creditors of the Debtor.
     Pursuant to the Receivership Order, the Receiver has been
     paying all monthly expenses in the ordinary course. The
     Debtor's Schedules reflect very few unsecured creditors;

  d) The Debtor has few if any employees;

  e) The Debtor does not have its own management, but instead
     relies on management services provided by its general
     partner;

  f) Any alleged defenses to the Bank's claim can be resolved by
     the Circuit Court; and

  g) Additional factors exist which evidence lack of good faith
     and support dismissal.

The Debtor opposes the dismissal motion, citing:

  i) EverBank's motion cites no statutory basis in support of its
     assertion that this case should be dismissed.  Instead,
     EverBank simply asserts that the case should be dismissed for
     "cause."

ii) The Debtor filed its bankruptcy petition in good faith to
     maximize the value of its assets and confirm a plan of
     reorganization that is in the best interest of all creditors
     and parties in interest.  The motion to dismiss, according to
     the Debtor, comes nowhere close to satisfying EverBank's
     burden under 11 U.S.C. Section 1112 (which supplies the
     applicable standard, notwithstanding EverBank's failure to
     cite same) of demonstrating cause to dismiss this Chapter 11
     case.

B. Debtor's Motion for Turnover of Property from Receiver

The Debtor cited that without the immediate turnover from a
custodian (Receiver) of estate property, the Debtor will be
irreparably harmed because the Debtor will not be able to meet its
day-to-day operations, pay its ordinary and necessary operating
expenses or generally maintain and preserve the going concern,
enterprise value of its business.  According to the Debtor, given
the filing of the Petition and commencement of the Chapter 11
proceeding, the administrative expenses of the Receiver are no
longer necessary or required by the Debtor and EverBank is
adequately protected in the Marina and its collateral.  Further,
there has been no determination by the state court in the
Foreclosure Action or within the plain language of the
Receivership Order that divests the Debtor of its right, title and
interest in the Current Rents and/or August Rents, and other
prepetition property of the Debtor.

C. EverBank's Motion to Excuse Receiver from Turnover Requirement

EverBank should excuse the Receiver from the turnover requirements
of Section 543 and should allow the Receiver to remain in
possession, custody and control of the Property, until further of
the Court, because: (A) the Receiver is properly managing the
Property pursuant to the supervision of the Circuit Court, (B) the
instant case was filed in bad faith and should be dismissed; (C)
the interests of creditors will be best served if turnover is
excused, and (D) there is no business justification for a
turnover.

The Debtor opposes the motion to excuse the Receiver from turning
over the Property.  The Debtor cited that the Debtor and BCA (the
Debtor's managing partner that oversaw management of the Marina
with the Debtor prior to the entry of the Receivership Order),
have not been in agreement as to all of the business decisions
made by the Receiver.  "As a primary example, the Debtor and BCA
disagreed with the Receiver and EverBank's decision that Rents
from National Liquidator, the Marina's sole tenant, should be
reduced from $160,000 to $75,000 per month upon the renewal of
Lease on the Marina.  The Debtor and BCA capitulated to these
terms for various reasons that will be discussed during
the administration of this estate, after insisting on a triple net
lease for payment by the Tenant of real estate taxes, insurance
and utilities."

                  About Fort Lauderdale BoatClub

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

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

No creditors' committee has yet been appointed in this case.


FUTURE GRAPHICS: Former Owner Wins Dismissal of All Points Suit
---------------------------------------------------------------
In the lawsuit, All Points Capital Corporation, Plaintiff, v.
Kenneth M. Stancil, Defendant, Adv. Proc. No. 11-00351 (Bankr.
E.D.N.C.), Bankruptcy Judge J. Rich Leonard granted the motion for
summary judgment of Kenneth M. Stancil on the grounds that the
complaint filed by All Points Capital Corporation fails to state a
claim upon which relief can be granted and no material issue of
facts exists entitling the debtor to judgment as a matter of law.

Kenneth M. Stancil filed a voluntary Chapter 7 petition (Bankr.
E.D.N.C. Case No. 10-04095) on May 20, 2010.  As of the petition
date, Mr. Stancil was the vice president and owned 45% of Future
Graphics, Inc.  On Nov. 5, 2010, the Court entered an order
granting Mr. Stancil a discharge pursuant to Sec. 727 of the
Bankruptcy Code.

Future Graphics, based in Zebulon, North Carolina, filed a
voluntary chapter 11 petition (Bankr. E.D.N.C. Case No. 09-09272)
on Oct. 23, 2009.  Bankruptcy Judge J. Rich Leonard presides over
the case.  J.M. Cook, Esq., at Attorney at Law --
JM_Cook@jmcookesq.com -- served as counsel to Future Graphics.  In
its petition, Future Graphics estimated $1 million to $10 million
in assets and debts.  A full-text copy of the Debtor's petition,
including a list of its 16 largest unsecured creditors, is
available for free at http://bankrupt.com/misc/nceb09-09272.pdf
The petition was signed by Phillip Killette, president of the
Company.

According to the statements and schedules filed by Future Graphics
with its petition, it held equipment totaling $2,953,716.  After
proposing two plans of reorganization, the court converted Future
Graphics' case from a chapter 11 to a chapter 7 on Nov. 3, 2010.
At the first meeting of creditors held on Dec. 12, 2010, Mr.
Stancil appeared as a representative of Future Graphics.  He
testified that certain business equipment belonging to Future
Graphics, including three printing presses, were sold during the
course of the ongoing chapter 11 case and prior to its conversion
to chapter 7.

All Points filed the lawsuit on Nov. 7, 2011, seeking to revoke
the discharge granted to Mr. Stancil, pursuant to Sec. 727(a)(7),
or in the alternative, Sec. 727(d)(2) of the Bankruptcy Code and
asserted a claim against Mr. Stancil for conversion of certain
property of the estate in Future Graphics bankruptcy case for his
own personal use.

On Nov. 11, 2011, All Points filed an amended complaint alleging
that Mr. Stancil sold, without obtaining permission, certain
printing press equipment belonging to Future Graphics during the
course of its chapter 11 case.  Specifically, the plaintiff
contends that Mr. Stancil was the recipient of the proceeds of the
sale or personally directed their use or disposal.  After learning
of the alleged sale of the printing presses, the plaintiff took a
2004 examination of the debtor, which was attached and
incorporated by reference to the allegations asserted in the
complaint.

On Jan. 7, 2011, Mr. Stancil filed his answer asserting that the
allegations in the complaint fail to state a claim upon which
relief may be granted pursuant to Bankruptcy Rule 7012 and Rule
12(b)(6) of the Federal Rules of Civil Procedure.  On June 6,
2012, Mr. Stancil filed the motion for summary judgment.

In granting Mr. Stancil's request, the Court ruled that its order
will not operate to bar All Points from commencing an action under
state law against Mr. Stancil for alleged personal conversion and
retention of collateral belonging to the bankruptcy estate in the
Future Graphics bankruptcy case.

A copy of the Court's Sept. 18, 2012 Order is available at
http://is.gd/vdhIr0from Leagle.com.


GELT PROPERTIES: Plan Outline Hearing Continued Until Oct. 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, according to Gelt Properties, LLC's case docket,
continued until Oct. 10, 2012, at 11 a.m., the hearing to consider
adequacy of the Disclosure Statement explaining the proposed
Chapter 11 Plan.

As reported in the Troubled Company Reporter on April 18, 2012,
according to the Amended Disclosure Statement for the proposed
First Amended Plan of Reorganization dated March 16, 2012, all
assets of the Debtors will be sold and liquidated, rented or
leased, developed and maintained, in the ordinary course of the
Debtors' business.  The Debtors note that the proposed Plan
envisions the utilization of management talents, commitment and an
existing infrastructure to restructure existing debt, liquidate
unprofitable properties and meaningfully shift focus to its
growing REO portfolio.  Specifically, the Debtors project that
they will increase rental income, decrease carrying costs for
unprofitable properties, decrease maintenance costs for
unprofitable properties and emerge leaner, more focused
reorganized Debtors.  The Debtors also expect fewer foreclosures
moving forward and thus reduce annual foreclosure costs line item
in its projections.

Under the Plan, Class 15 General unsecured Creditors will receive
a pro rata share of the Debtors' assets after payment of claims
having priority over Class 15 allowed claims.  Distributions to
holders of Class 15 will come from one of the following: (a) cash
on hand; or (b) funds received by the Debtors from the Lender
Liability Litigation.

A full-text copy of the First Amended Disclosure Statement is
available for free at:

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

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-
15826) on July 25, 2011.  Judge Magdeline D. Coleman presides over
the cases.  Albert A. Ciardi, III, Esq., Jennifer E. Cranston,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., in Philadelphia, Pa., serve as the Debtors' bankruptcy
counsel.  The petitions were signed by Uri Shoham, the Debtors'
chief financial officer.  The Debtors' other professionals
include: Eisenberg, Gold & Cettei P.C. as its special counsel to
provide proper legal counsel to the Debtors with regard to
defending against certain actions, Cohen and Forman as their
special counsel to advise them upon all matters which may arise or
which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GMX RESOURCES: Completes Exchange Offers of Sr. Convertible Notes
-----------------------------------------------------------------
GMX Resources Inc., on Sept. 19, 2012, consummated its exchange
offers for the Company's outstanding 5.00% Senior Convertible
Notes due 2013 and the Company's 4.50% Senior Convertible Notes
due 2015, pursuant to which holders tendering 2013 Notes in the
Exchange Offer received new Senior Secured Second-Priority Notes
due 2018 and shares of the Company's common stock, and holders
tendering 2015 Notes in the Exchange Offers received New Notes.

On Sept. 19, 2012, the Company executed an Indenture, dated as of
Sept. 19, 2012, among the Company and U.S. Bank National
Association, as trustee and collateral agent.  Pursuant to the New
Notes Indenture, the Company issued $51,458,000 aggregate
principal amount of New Notes.

The Company may redeem any of the New Notes, in whole or in part,
at any time.  The Company will give not less than 30 nor more than
60 days notice of any such redemption.

On Sept. 19, 2012, in connection with the consummation of the
exchange offers, the Company issued an aggregate of 7,176,384
shares of the Company's common stock.

Pursuant to the terms of the Exchange Offers, on Sept. 19, 2012,
the Company issued (i) in exchange for $24,918,000 aggregate
principal amount of 2013 Notes, $24,918,000 aggregate principal
amount of New Notes and an aggregate 7,136,384 shares of common
stock, and (ii) in exchange for $37,954,000 aggregate principal
amount of 2015 Notes, $26,540,000 aggregate principal amount of
New Notes.

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

                         http://is.gd/tVf7RZ

                         About GMX Resources

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

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

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

                           *     *     *

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

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

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


GMX RESOURCES: S&P Cuts Corp. Credit Rating From 'CC' to 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GMX Resources Inc. to 'SD' (selective default) from
'CC', reflecting its completion of an exchange offer for a portion
of its 5.0% convertible notes due 2013 and 4.5% convertible notes
due 2015. "At the same time, we placed the company's $288.6
million senior secured notes due 2017 on CreditWatch with negative
Implications," S&P said.

"The rating actions follow the company's announcement that it has
completed an exchange offer for its 5.0% convertible notes due
2013 and 4.5% convertible notes due 2015," said Standard & Poor's
credit analyst Paul B. Harvey. "The exchange offer included $38
million principle of 4.5% convertible notes due 2015 that accepted
an exchange of $1,000 principle for $700 principle of new senior
secured second-priority notes due 2018. We consider the completion
of such an exchange, at a material discount to par, to be a
distressed exchange and, as such, tantamount to a default under
our criteria (see related research). In addition, about $24.9
million principal of 5.0% convertible notes due 2013 were tendered
at an exchange rate of $1,000 principal for $1,000 principal new
senior secured second-priority notes due 2018 and about 7.2
million shares of common stock. GMX currently expects to issue a
total of $51.5 million principle of new second-priority notes. GMX
expects about $27.1 million of 2013 notes and $48.3 million of
2015 notes will remain outstanding at the end of the transaction."

"The CreditWatch negative listing on the $283.5 million secured
notes due 2017 reflects the potential for a downgrade if our
reassessment of GMX's corporate credit rating is 'CCC' or lower.
In our opinion, the remaining $27.1 million of 5% convertible
notes due February 2013 poses a significant risk of default for
GMX given its very limited liquidity at this time. As a result,
the corporate credit rating may not return to the 'CCC+' level
when reassessed, absent a liquidity event in the intervening
period," S&P said.

"We expect to assign a new corporate credit rating on GMX as well
as resolve the CreditWatch listing in the near future. We will
base the new ratings on our assessment of the company's new
capital structure and projected near-term liquidity, including the
February 2013 maturity of the remaining $27.1 million 5.0%
convertible notes. In addition, we will incorporate the company's
success to date in the Bakken and Niobrara plays, as well as our
outlook on the North American exploration and production
industry," S&P said.


GOSPEL RESCUE: Can Employ Yumkas Vidmar as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia has
authorized Gospel Rescue Ministries of Washington, D.C. Inc., to
employ Yumkas, Vidmar and Sweeney, LLC, as counsel to the Debtor.

As reported in the TCR on June 7, 2012, the Debtor said it needs
the assistance of counsel to pursue a successful reorganization of
its debts and to assist the Debtor with the performance of its
duties.  The Debtor also requires counsel to, among other things,
assist it in fulfilling its duties under state and federal laws,
advise it on the legal aspects of contracts, financing, and other
business matters.

YVS received $35,000 from the Debtor of which $7,500 has been
applied to the payment of pre-petition legal services and $1,046
has been applied to the Chapter 11 filing fee.  YVS presently
holds the balance of $26,454 as a retainer toward the services to
be rendered and expenses to be incurred during the Chapter 11 case
to secure the representation of YVS.  Payment of the $35,000 was
made from the Debtor's operating funds.

The firm's hourly rates are:

          Partners          $325 to $395
          Associates        $225 to $320
          Paralegals         $95 to $155

Paul Sweeney, Esq., will lead the engagement.  He charges $395 an
hour.

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GOSPEL RESCUE: Has Final Nod to Use OBA Bank's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia has entered
a final order granting Gospel Rescue Ministries of Washington,
D.C. Inc., authorization to use cash collateral for the
postpetition period after July 9, 2012, subject to the terms of an
acceptable final budget for ordinary course expenses.  Debtor and
OBA Bank can negotiate the terms of the final budget without the
necessity of filing the same with the Court.

As adequate protection, OBA is granted a replacement security
interest in all of the Prepetition Collateral.  OBA will also have
allowed super-priority claim as provided in Section 507(b)of the
Bankruptcy Code.

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GOSPEL RESCUE: Has Court Nod to Employ CBRE as Real Estate Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia authorized
Gospel Rescue Ministries of Washington, D.C. Inc., to employ CBRE,
Inc., as commercial real Estate broker to the Debtor.  CBRE will
serve as the Debtor's exclusive agent to market and sell the Fifth
Street Property pursuant to Code Section 363 or under a plan of
reorganization pursuant to Section 1123(a)(5)(D) of the Code.

Among the assets of the Debtor's estate are parcels of real
property located at 810 Fifth Street, NW, Washington, D.C. (the
"Fifth Street Property").  The Debtor is seeking a buyer for the
Fifth Street Property as it believes that a sale will fund the
Debtor's reorganization and exit from Chapter 11.

Subject to Court approval, CBRE has agreed to accept a commission
upon closing.

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org/,in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.


GOSPEL RESCUE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
The Gospel Rescue Ministries of Washington, D.C. Inc., filed with
the U.S. Bankruptcy Court for the District of Columbia schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,744,930
  B. Personal Property              $817,519
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,915,327
E. Creditors Holding
     Unsecured Priority
     Claims                                          $700,882
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,237,394
                                 -----------      -----------
        TOTAL                     $9,562,449       $3,853,603

The Debtor also filed a statement of financial affairs, a copy of
which is available at http://bankrupt.com/misc/gospel.doc35.pdf

                  About Gospel Rescue Ministries

Gospel Rescue Ministries of Washington, D.C. Inc., filed a Chapter
11 petition (Bankr. D.C. Case No. 12-00405) on May 30, 2012,
estimating assets of $10 million to $50 million and debts of up to
$10 million.  Judge S. Martin Teel, Jr. presides over the case.
Paul Sweeney and the law firm of Yumkas, Vidmar & Sweeney LLC
serve as bankruptcy counsel.

According to the Web site http://www.grm.org, in the heart of
Washington D.C., Gospel Rescue Ministries strives to be a shelter
in the storm of substance abuse, hunger, and homelessness.  GRM is
a non-denominational Christian social service agency that provides
hope, help, and healing to men and women in a variety of ways,
from sheltering the homeless and feeding the hungry, to educating
men and women, healing them from addictions, and providing them
with the vocational skills and spiritual strength to change their
lives.

Michael J. Corttese, the CEO and president, worked at World Bank
Group and International Finance Corp. for 30 years, before joining
GRM as volunteer in 1998.




GUARANTY FINANCIAL: Court Trims Lawsuit Against Keefe Bruyette
--------------------------------------------------------------
Keefe Bruyette & Woods, Inc. and KBW, Inc., won partial victory in
the avoidance lawsuit filed against it by Kenneth Tepper, the
Liquidation Trustee for the Guaranty Financial Group, Inc.
Liquidation Trust.  District Judge Sam A. Lindsay in Dallas ruled
that Magistrate Judge Renee Harris Toliver's findings and
conclusions are correct with respect to Mr. Tepper's standing to
pursue a fraudulent transfer claim under the Bankruptcy Code and
contract claim and Mr. Tepper's lack of standing to pursue a claim
for breach of the duty of good faith and fair dealing, and they
are accepted as those of the court.  The Court rejects the
magistrate judge's findings and conclusions that Mr. Tepper has
standing to pursue a fraudulent transfer claim under New York and
Texas law but does not have standing to pursue his alleged
securities fraud claims under 15 U.S.C. Sections 78i, 78j, and
78t-1, and 17 C.F.R. Sec. 240.10b-5.  Accordingly, the court
grants Keefe's Motion to Dismiss Mr. Tepper's lawsuit with respect
to the fraudulent transfer claim under New York and Texas law and
breach of the duty of good faith and fair dealing claim for lack
of standing and dismisses them with prejudice.  The Motion to
Dismiss is denied in all other respects.

Mr. Tepper brought this action on Aug. 22, 2011, asserting these
claims against Keefe: (1) fraudulent transfer under 11 U.S.C.
Sections 544, 548, and 550, Texas Business Commerce Code Section
24.001 et seq., and New York Debtor and Creditor Law 271, et seq.
(Count I); (2) violations of United States Securities Laws 11
U.S.C. Section 541; sections 9, 10(b), and 20A of the Securities
Exchange Act of 1934; 15 U.S.C. Sections 78i, 78j, and 78t-1; and
Rule 10b-5 and C.F.R. Section 240.10b-5 based on, among other
things, Keefe's alleged fraudulent short selling of Guaranty
Financial Group, Inc. stock (Count II); (3) breach of contract
under 11 U.S.C. Section 541 and applicable state law (Count III);
and (4) breach of the duty of good faith and fair dealing under 11
U.S.C. Section 541 and applicable state law (Count IV).

Prior to filing bankruptcy, Guaranty Financial engaged Keefe as a
financial or investment advisor in January 2008.  The Plaintiff
contends that at the same time Keefe was advising Guaranty
Financial and purporting to help it raise capital, the firm was
also betting against the Debtor in the public marketplace and
using confidential information provided to it to "short" the stock
of Guaranty Financial and profit at Guaranty Financial's expense.
The Plaintiff maintains that Keefe's shortselling of Guaranty
Financial's stock undermined the Debtor's efforts to raise capital
by sending a negative message to the market from the Debtor's own
investment banker and negatively impacted the price of the
Debtor's stock.  Although some capital was raised by Keefe, the
Plaintiff argues that the $20 million in compensation paid by
Guaranty Financial was grossly disproportionate to Keefe's
efforts.  The Plaintiff asserts that at the time the $20 million
was transferred to Keefe in 2008, Guaranty Financial was insolvent
or became insolvent as a result of the transfers.  The Plaintiff
seeks to recover the $20 million that Guaranty Financial paid to
Keefe.

The case is KENNETH TEPPER, in his capacity as the Liquidation
Trustee for the GFGI Liquidation Trust, Plaintiff, v. KEEFE
BRUYETTE & WOODS, INC., and KBW, INC., Defendants, Civil Action
No. 3:11-CV-2087-L-BK (N.D. Tex.).  A copy of the District Court's
Sept. 19, 2012 Memorandum Opinion and Order is available at
http://is.gd/FvxFH5from Leagle.com.

                    About Guaranty Financial

Guaranty Financial, based in Austin, Texas, and its affiliates
filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case
No. 09-35582) on Aug. 27, 2009, after its bank subsidiary was
taken over by regulators.  Attorneys at Haynes & Boone, LLP,
served as the Debtors' bankruptcy counsel.  According to the
schedules attached to its petition, Guaranty Financial disclosed
$24.3 million in total assets and $323.4 million in total debts,
including $305.0 million in trust preferred securities.

The bulk of Guaranty's remains were acquired by BBVA Compass, the
U.S. division of Banco Bilbao Vizcaya Argentaria SA of Spain.

Guaranty Financial received approval of its Second Amended Joint
Plan of Liquidation on May 11, 2011.  The Plan was declared
effective later that month.  The Plan is based on a settlement
with the FDIC and the indenture trustee for the noteholders.  The
Plan calls for the FDIC to receive some of the remaining cash and
all of the tax refunds, which are estimated at $3.49 million.
Unsecured creditors with $382 million in claims stand to recover
between 1% and 3%, from proceeds generated from lawsuits.


GUITAR CENTER: Sears Holdings Executive Named New CFO
-----------------------------------------------------
Guitar Center, Inc., on Sept. 17, 2012, announced that Erick
Mason, chief financial officer, accepted a new role in the Company
as Chief Strategic Officer effective Oct. 1, 2012.  As Chief
Strategic Officer, Mr. Mason will oversee strategic planning,
supply chain, real estate, legal and information technology
operations.

The Company also announced that Tim Martin has been hired to
assume the role of Chief Financial Officer of the Company
effective Oct. 1, 2012.  Mr. Martin, age 43, was Chief Financial
Officer of Land's End, a division of Sears Holdings Corporation
and a leading direct merchant of family apparel and accessories
and home products, from December 2009 to July 2012.  Previously,
Mr. Martin served as Chief Financial Officer of Coldwater Creek,
Inc., a leading specialty retailer of women's apparel, gifts,
jewelry and accessories, from August 2006 to November 2009.

Mr. Martin will receive an annual base salary of $425,000 and will
be eligible to participate in the Company's executive bonus plan.
In addition, the Company and Mr. Martin will enter into an
executive severance benefits agreement in a form consistent with
those provided to other executives.  Mr. Martin is eligible to
receive a grant of options to purchase 85,000 shares of common
stock of Guitar Center Holdings, Inc., subject to approval by the
compensation committee of Guitar Center Holdings, Inc.

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

The Company reported a net loss of $236.94 million in 2011, a net
loss of $56.37 million in 2010, and a net loss of $189.85 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.94 billion in total liabilities and a $122.39
million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its annual report for the year ended
Dec. 31, 2011, that its ability to make scheduled payments or to
refinance its debt obligations depends on the Company and
Holdings' financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain
financial, business and other factors beyond its control.  The
Company cannot provide any assurance that it will maintain a level
of cash flows from operating activities sufficient to permit it to
pay the principal, premium, if any, and interest on its
indebtedness.

If the Company cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * its debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


HAWKER BEECHCRAFT: Court Denies Key Employee Incentive Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied Hawker Beechcraft, Inc., et al.'s request for approval of

  (1) a Key Employee Incentive Plan and a Key Employee Retention
      Plan; and

  (2) payments to certain management employees under the KEIP
      and certain non-insider employees under the KERP.

The Office of the U.S. Trustee and the International Association
of Machinists and Aerospace Workers, AFL-CIO, had filed objections
to the Debtors' motion.

Under the KEIP, the Debtors proposed two potential (but exclusive)
methods for providing bonuses to the KEIP executives: either (i)
consummation of the standalone transaction, which is the
consensual restructuring plan that was agreed to by a majority
of the prepetition lenders and bondholders prior to the Petition
Date; or (ii) approval and consummation of a third-party
transaction.

                      About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (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, to be filed by June 30, 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 Beechcraft
disclosed assets of $1,831,097 plus undetermined amounts, and
liabilities of $1,704,736,958 plus undetermined amounts.

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.  The Committee tapped
FTI Consulting, Inc., as its financial advisor.


HICKORY FLAT: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hickory Flat Investments, LLC
        1300 Shiloh Road
        Kennesaw, GA 30144

Bankruptcy Case No.: 12-73448

Chapter 11 Petition Date: September 19, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

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

A copy of the Company's list of its nine unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-73448.pdf

The petition was signed by Margret V. Sapp, sole member and
manager.


HIGH PLAINS: Eide Bailly Resigns as Accountant
----------------------------------------------
Eide Bailly LLP resigned as the independent registered public
accounting firm of High Plains Gas, Inc, on Sept. 18, 2012.

The audit reports of Eide Bailly on the consolidated financial
statements of the Company as of and for the years ended Dec. 31,
2011, and 2010 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that Eide Bailly's
report contained a separate paragraph stating, "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.

The Company has not yet engaged a new independent registered
public accounting firm.

                         About High Plains

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

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

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

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


HOVNANIAN ENTERPRISES: Prices Senior Notes and Units Offerings
--------------------------------------------------------------
Hovnanian Enterprises, Inc.'s its wholly-owned subsidiary, K.
Hovnanian Enterprises, Inc., priced $577.0 million aggregate
principal amount of 7.250% senior secured first lien notes due
2020 and $220.0 million aggregate principal amount of 9.125%
senior secured second lien notes due 2020 in a private placement.
K. Hovnanian also priced its previously announced underwritten
public offering of senior exchangeable note units.

The Notes will be guaranteed by the Company and substantially all
of its subsidiaries.  The First Lien Notes and the guarantees
thereof will be secured on a first-priority basis by substantially
all the assets owned by K. Hovnanian and the guarantors and the
Second Lien Notes and the guarantees thereof will be secured on a
second-priority basis by substantially all the assets owned by K.
Hovnanian and the guarantors, in each case, subject to permitted
liens and certain exceptions.

In a separate press release, K. Hovnanian priced its previously
announced underwritten public offering of 6.00% senior
exchangeable note units.  The Units Offering consists of the
issuance of 90,000 Units, each with a stated amount of $1,000 and
each comprised of a zero-coupon senior exchangeable note due
Dec. 1, 2017, and a senior amortizing note due Dec. 1, 2017.  The
notes comprising the Units will be guaranteed by the Company and
certain of its subsidiaries.  In addition, K. Hovnanian granted
the underwriters a 13-day option to purchase up to an additional
10,000 Units sold to cover over-allotments.

Each exchangeable note has an initial principal amount of $768.51.
The exchange rate will initially be 185.5288 shares of Class A
common stock per $1,000 principal amount at maturity of
exchangeable notes.  The exchange rate will be subject to
adjustment.

J. P. Morgan Securities LLC, Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC are serving as the joint book-
running managers for the Units Offering.

K. Hovnanian intends to use the net proceeds from the Units
Offering and the Notes Offering to fund its previously announced
tender offer and consent solicitation for any and all of its
outstanding 10.625% Senior Secured Notes Due 2016 and redemption
to the extent those notes are not purchased in the tender offer.

                    About Hovnanian Enterprises

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

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

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

                           *     *     *

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

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

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


HW HEARTLAND: To Restructure Loan Terms in Chapter 11
-----------------------------------------------------
Lloyd Cook at The Kaufman Herald reported that HW Heartland L.P.
filed for Chapter 11 bankruptcy protection in an attempt to
reorganize the Company's finances and reach more agreeable terms
with its lenders.

According to the report, two of the original banks involved in the
original Heartland financing are in receivership with the Federal
Deposit Insurance Corporation.

"Although Heartland has performed well over the past years, the
owner's loan matured in May, and the owner has been unable to
reach an agreement with its lenders on terms for an extension,"
the report quoted James Fuller of Hillwood Community, the master
planning company, as saying.

According to the report, Crandall City Council members were
curious about the impact of the bankruptcy filing on the city's
police department.  The Heartland homeowners Association,
including vehicles and other expenses, funds four of the city's
10 officers.  Council member Shannon Barnes, asked Crandall Police
Chief Dean Winters about those positions after City Manager Scott
Walls informed the council of the bankruptcy filing, the report
added.

HW Heartland, L.P., filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-35790) in its hometown in Dallas on Sept. 3, 2012.
The Debtor estimated assets and debts of at least $10 million.
Judge Barbara J. Houser oversees the case.  The Debtor tapped
Stephen M. Pezanosky, Esq., at Haynes and Boone, LLP, in Dallas,
as counsel.

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


INTELSAT SA: Subsidiary Wants to Amend Senior Credit Facilities
---------------------------------------------------------------
Intelsat S.A.'s indirect wholly-owned subsidiary, Intelsat Jackson
Holdings S.A., is seeking an amendment of its senior secured
credit facilities to, among other things, reduce the LIBOR floor,
the ABR floor and the applicable margin with respect to the loans
thereunder.  The proposed amendment of Intelsat Jackson's senior
secured credit facilities is subject to market and other
conditions, and there can be no assurance that Intelsat Jackson
will be able to enter into the amendment as described or at all.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $17.46
billion in total assets, $18.66 billion in total liabilities, $48
million in noncontrolling interest, and a $1.24 billion total
Intelsat S.A. shareholders' deficit.

                           *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INTERLEUKIN GENETICS: Signs Separation Agreement with Former CEO
----------------------------------------------------------------
Lewis H. Bender, notified the Board of Directors of Interleukin
Genetics, Inc., of his intention to resign as the Chief Executive
Officer and as a member of the Board of Directors of Interleukin,
effective immediately.

In connection with Mr. Bender's resignation, on Sept. 14, 2012,
Interleukin entered into a Separation Agreement with Mr. Bender.
Pursuant to the terms and conditions of the Separation Agreement,
Mr. Bender will receive: (i) seven months of base salary, (ii)
continuation of health insurance benefits through Feb. 28, 2013,
and (iii) extension of the date until Sept. 14, 2013, to exercise
options vested as of Aug. 23, 2012.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at June 30, 2012, showed $4.87 million
in total assets, $16.09 million in total liabilities, all current,
and a $11.21 million total stockholders' deficit.

Following the Company's financial results for the year ended
Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts,
expressed substantial doubt about Interleukin Genetics' ability to
continue as a going concern.  The independent auditors noted that
the Company incurred a net loss of $5.02 million during the year
ended Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.


JEFFREY PROSSER: Faces $434K in Sanctions Over Missing Wines
------------------------------------------------------------
Bankruptcy Judge Judith K. Fitzgerald, sitting on the bench in the
United States Bankruptcy Court, District of Virgin Islands, St.
Thomas and St. John Division, ruled that the Chapter 7 trustee
liquidating the estate of Jeffrey J. Prosser established that the
Chapter 7 Estate suffered damages in the amount of the value of
missing and unmarketable wines plus the fees and cost of
litigation, including the Chapter 7 Estate's retention of experts.

The Court ruled that at the Prossers' Palm Beach Property, 471
bottles of Wine, with a value of $83,579, were missing in March
2011.  At the Prossers' Shoys Estate 453 bottles of Wine, with a
value of $139,412, were missing in December 2011.  An additional
527 bottles of Wine worth $211,884 were considered unmarketable,
bringing the amount of damages from the Shoys Estate to $351,296.

The Court also held that the Prossers have violated prior orders
and are in civil contempt of court.  The Chapter 7 Estate is
awarded sanctions against the Prossers, jointly and severally, in
the amount of $434,875, less any net proceeds recovered from the
auction of the Wines from the Shoys Estate, plus an as yet
undetermined amount in fees and costs, for Trustee's counsel and
experts.

A copy of the Court's Sept. 18, 2012 Memorandum Opinion is
available at http://is.gd/p1EY0Kfrom Leagle.com.

            About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31,
2006.  When the Debtors filed for protection from their creditors,
they estimated assets and debts of more than $100 million.

Mr. Prosser and his wife, Dawn Prosser, each claimed an interest
in wines, eventually valued at over $2 million, located at a
number of locations including 252 El Bravo Way, Palm Beach,
Florida; the Shoys Estate, St. Croix, Plots 4, 4A, 5, 10A, and
10AA, Christiansted, St. Croix, U.S. Virgin Islands; 89 Victor
Herbert Road, Lake Placid, New York; Park Avenue Liquor Shop, 292
Madison Avenue, New York; Zachy's Wine and Liquor, Inc.; and a
storage facility called The Store Room.

Mr. Prosser filed for personal chapter 11 protection (D. V.I. Case
No. 06-10006) on July 31, 2006.  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.  The case was later converted to
Chapter 7 liquidation.  James P. Carroll was named Chapter 7
Trustee.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which held an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.


JONES GROUP: Moody's Affirms 'Ba2' CFR/PDR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed Jones Group, Inc.'s Ba2
Corporate Family and Probability of Default Ratings and SGL-2
Speculative Grade Liquidity Rating. Moody's also assigned a Ba3
rating to the company's proposed $100 million in aggregate
principal amount of its 6.875% Senior Notes due 2019. The rating
outlook was revised to negative from stable.

The following ratings were affirmed, and LGD assessments revised:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2

$250 million senior unsecured notes due 2014 at Ba3 (LGD 4, 66%
from LGD 4, 68%)

$300 million senior unsecured notes due 2019 at Ba3 (LGD 4, 66%
from LGD 4, 68%)

$250 million senior unsecured notes due 2034 at Ba3 (LG4, 66% from
LGD 4, 68%)

Senior Unsecured shelf rating at (P) Ba3

Speculative Grade Liquidity Rating at SGL-2

The following ratings were assigned:

$100 million of new senior unsecured notes due 2019 at Ba3 (LGD 4,
66%)

RATINGS RATIONALE

The rating outlook revision to negative primarily reflects recent
weak operating trends at Jones, with operating margins (excluding
one- time items) falling by over 100 basis points in the first
half of 2012. The company's operating losses at its domestic
retail business remain meaningful and have not shown any signs of
significant improvement despite the closure of a number of
unprofitable stores in the past couple years. While the
incremental debt financing will bolster Jones' liquidity position,
it is increasing leverage at a time when performance has been
weak, further pressuring Jones' credit metrics. As such ratings
could be pressured if the company is unable to meaningfully
reverse negative trends over the next few quarters.

Jones' Ba2 Corporate Family Rating considers the company's
meaningful scale in the apparel industry, its diverse portfolio of
brands and increasing international business which Moody's views
as a longer term positive for the company. The rating reflects
Moody's view that the company will make some progress toward
deleveraging after this proposed transaction as cash balances will
be used to repay the company's deferred acquisition payable ($222
million as of June 30, 2012) by the end of the current fiscal
year. The ratings remain constrained by the company's low absolute
operating margins, which reflect continued operating losses in its
domestic retail segment, and its high (though falling) reliance on
the department store and mid-tier channels which on a combined
basis currently account for almost 50% of total revenue.

The Ba3 rating on the proposed notes -- one notch below the
Corporate Family Rating -- reflects the notes' junior position to
Jones' $650 million secured asset based revolving credit facility
which has a security interest in the company's accounts receivable
and inventory.

Ratings could be lowered if the company is unable to reverse
negative trends in operating profitability over the next few
quarters, such that operating margins remain below 5.0%,
debt/EBITDA is sustained above 4.25 times, or EBITA/interest is
sustained below 2.5 times. Negative rating momentum would also
build if Jones liquidity position were to erode or if the company
undertook more aggressive financial policies, such as utilizing
the significant portion of existing cash balances to fund share
buybacks.

The rating outlook could be stabilized if the company sees some
recovery in operating earnings, such as through the benefits of
lower input costs or reduced losses in its domestic retail
business. Quantitatively the rating outlook could be stabilized if
debt/EBITDA was below four times while maintaining a good overall
liquidity profile. Over time ratings could be upgraded if Jones is
able to continue to successfully grow recent acquisitions such as
Kurt Geiger and Stuart Weitzman. In addition, the company would
need to at a minimum achieve a modest profit in its domestic
retail business. Quantitatively ratings could be upgraded if
debt/EBITDA approached 3.0 times and EBITA/interest approached 3.5
times.

The principal methodology used in rating The Jones Group, Inc. was
the Global Apparel Industry Methodology published in May 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.

The Jones Group, Inc., headquartered in Bristol, PA, is a
designer, marketer and wholesaler of branded apparel, footwear,
and accessories. The company also markets directly to consumers
through various mall based specialty retail stores and outlet
stores. Jones owns a number of recognized brands including Jones
New York, Anne Klein, Nine West, Gloria Vanderbilt, Stuart
Weitzman, and Kurt Geiger. The company generated approximately
$3.7 billion of revenues for the LTM period ending June 2012.


K-V PHARMACEUTICAL: Seeks to Stop Hologic From Reacquiring Drug
---------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that K-V Pharmaceutical is protesting drug maker Hologic Inc.'s
"brazen" attempt to circumvent bankruptcy law to get its hands on
the rights to Makena, a drug that reduces the risk of premature
births.

                     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.


KINETEK HOLDINGS: S&P Puts 'B-' CCR on Watch on Nidec Acquisition
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Deerfield, Ill.-based Kinetek Holdings Corp., including the 'B-'
corporate credit rating, on CreditWatch with positive
implications.

"The rating action follows Nidec Corp.'s (unrated) announcement
that it plans to acquire Kinetek Group Inc. (parent entity of
Kinetek Holdings Corp.). We expect the transaction to close in
November, subject to the receipt of regulatory approvals," S&P
said.

"If the transaction is completed, we will likely withdraw our
ratings on Kinetek if the rated debt is repaid as part of the
transaction," said Standard & Poor's credit analyst Carol Hom.


KRH INC: Files for Chapter 11 Bankruptcy in Minnesota
-----------------------------------------------------
Star Tribune reports that KRH Inc. of Lindstrom, Minnesota, filed
for Chapter 11 protection in the U.S. Bankruptcy Court in
Minnesota (Case No. 12-35406) on Sept. 21, 2012.  The Company has
yet to file its schedules.  Ronald Hofmann is the company's CEO.


KRYSTAL INFINITY: Sells Bus Business for $3.9 Million
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Krystal Koach Inc. was authorized to sell the bus-
manufacturing business for $3.1 million, plus the value of parts
inventory ranging from $400,000 to $800,000.

The report relates that the company brought a contract for the bus
business to bankruptcy court for approval.  The original contract
had a base price of $2.1 million, plus the value of inventory.
The ultimate purchaser was Thor Industries Inc., a bus
manufacturer from Jackson Center, Ohio.  Thor objected to the
originally proposed sale, saying it would offer more.

According to the report, U.S. Bankruptcy Judge Catherine E. Bauer
in Santa Ana, California, conducted an auction where Thor raised
the price by $1 million and won.

The report recounts that in the first attempt at Chapter 11
reorganization, the bankruptcy court in Santa Ana authorized sale
of the business in January 2011 for $9 million to Edward Grech,
who was a principal in the business before the sale.  Mr. Grech
put the company back into Chapter 11 on Aug. 14, again in Santa
Ana.

The report notes the company said the new bankruptcy resulted from
the decline in sales to China.  In 2011, there were 30 export
sales a month to China.  In the second quarter of 2012, there were
none.  The principal secured creditor is East West Bank with a
secured claim of $6.5 million on a revolving credit and equipment
loan.  Comerica Bank is owed another $1.4 million.

                      About Krystal Infinity

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

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

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


LEHMAN BROTHERS: Argues Against Barclays Sale in Appeals Court
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for the brokerage unit of Lehman Brothers
Holdings Inc. argued before the U.S. Court of Appeals in New York
that there was denial of due process when the North American
investment banking business was sold to Barclays Plc one week
after the bankruptcy filing in Septembers 2008.

According to the report, James W. Giddens, the Lehman brokerage
trustee, contends notions of due process were violated because the
parties changed material terms without bankruptcy court approval.
The argument was set out in the brief Mr. Giddens filed in the
Manhattan appeals court last week.  He is seeking to overturn a
ruling in June by U.S. District Judge Katherine B. Forrest who
concluded that the bankruptcy judge was wrong in requiring
Barclays to pay $1.5 billion.  In addition to reinstating the $1.5
billion judgment in his favor, Mr. Giddens also wants the Second
Circuit to award him $4 billion in cash representing so-called
margin assets.  When cases go to a circuit court on appeal, the
focus often changes to more lofty issues, like due process, which
sometimes have greater appeal to a circuit court less interested
in the minutia of disputed, complicated facts.  In this instance,
Mr. Giddens's first argument rests on a denial of due process.

The report relates that Mr. Giddens' argument is grounded on a
clarification letter making up part of the sale contract.  Judge
Forrest concluded that the letter amendment unambiguously entitled
Barclays to receive billions in cash margin assets even though the
bankruptcy judge was told that Barclays would acquire no cash.

The report notes that the Lehman brokerage trustee argues that by
interpreting sale approval "to give the parties carte blanche to
make material undisclosed transfers from the bankruptcy estate,
the district court's decision undermines the integrity of the
bankruptcy sale process."  Mr. Barclays is taking its own appeal,
contending Forrest erred by not awarding an additional $1.276
billion in the bank's favor.  Mr. Giddens' appeal and Barclays'
cross-appeal arise from a lawsuit the Lehman holding company and
the brokerage trustee commenced against Barclays one year to the
day after bankruptcy.  The Lehman holding company lost on all its
claims against Barclays and ultimately did not appeal.

The Bloomberg report discloses that the Chapter 11 plan for the
Lehman companies other than the broker was confirmed in December
and implemented in March, with a first distribution in April.
Lehman's brokerage subsidiary is under Mr. Giddens' control.  He
was appointed under the Securities Investor Protection Act.  The
Lehman brokerage has yet to make a first distribution to non-
customers.

The Barclays appeal in the court of appeals is Giddens v. Barclays
Capital Inc. (In re Lehman Brothers Holdings Inc.), 12- 2328, 2nd
U.S. Circuit Court of Appeals (Manhattan).  The Barclays appeal in
district court is Barclays Capital Inc. v. Giddens (In re Lehman
Brothers Inc.), 11-6052, U.S. District Court, Southern District of
New York.

                       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: Sells Stake in 8 Austin Office Buildings
---------------------------------------------------------
Lehman Brothers Holdings Inc. sold its stake in eight office
buildings in Austin, Texas, to Thomas Properties Group Inc. and
the California State Teachers' Retirement System.

Thomas Properties, a real estate investment trust, and CalSTRS
bought the 3 million square feet of office properties from TPG-
Austin Portfolio Syndication Partners as part of an $859 million
deal.

TPG-Austin is a venture among Lehman Brothers Holdings Inc., which
had a 50% controlling stake, TPG/CalSTRS, and an unidentified
offshore sovereign wealth fund.

The buyers formed a new venture called TPG/CalSTRS Austin LLC, to
own the Austin portfolio, with each company holding a 50% stake.

As part of the deal, TPG/CalSTRS assumed five mortgage loans
totaling $626 million.  The deal also cut the existing leverage on
the portfolio by repaying about $200 million owed to Lehman's
commercial paper unit.

James Thomas, chief executive officer of Thomas Properties,
considers the Austin portfolio to be "crown jewels."

"We are pleased with the opportunity to increase our investment in
Austin and more particularly, in a group of assets that we
consider to be crown jewels," Mr. Thomas said in a September 19
statement.  "We are very encouraged by the continued strength in
the Austin market and the prospects for future growth."

The portfolio includes five downtown Austin properties -- Frost
Bank Tower, 300 West 6th Street, One American Center, San Jacinto
Center and One Congress Plaza -- and three suburban buildings --
Westech 360, Park Centre and Great Hills Plaza in Northwest
Austin.

Lehman is liquidating its real estate portfolio to recover as much
as $12.9 billion from mortgages and assets around the globe.  It
has invested more than $5 billion in its real estate since its
bankruptcy filing in 2008.  The company was part of a
restructuring of the Austin portfolio in March 2009, according to
a September 19 report by Bloomberg News.

                       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: Recovery From ADR Settlements Hits $1.3BB
----------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The status report noted that in the past month, Lehman served nine
ADR notices, bringing the total number of notices served to 262.

Lehman also reached settlement with counterparties in seven
additional ADR matters, all as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,288,387,373.  Settlements have now been reached in 216 ADR
matters involving 238 counterparties.

As of September 19, 83 of the 88 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Nine more mediations are scheduled to be conducted for the period
September 21 to November 27.

                       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: Ross Wins Approval to Buy Navigator Shares
-----------------------------------------------------------
WL Ross & Co. received a go-signal to buy shares in Navigator
Holdings Ltd., Bloomberg News reported, citing a spokesman for
Lehman Brothers Inc.'s trustee as its source.

WL Ross offered about $110 million for the 34% stake in the
shipping company owned by the Lehman brokerage.

Jake Sargent, the trustee's spokesman, said the trustee "is
pleased with the court's approval of the sale."

"The sale maximizes the value of LBI's shares in Navigator for the
benefit of customers and other creditors," Mr. Sargent said in a
September 19 e-mail.

Earlier, Elliott Management Corp., a creditor of the brokerage,
objected that the buyer, which already owns shares in Navigator,
would gain a controlling stake without paying a premium for
control.  WL Ross answered in a court filing that it bought most
of its Navigator shares last year for the same $25 each that the
brokerage will receive.

The trustee also responded to Elliott's objection, saying the
terms of the sale agreement "constitute the current optimal means
of realizing maximum value from the shares."

                       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: Creditors' $12.8-Million Fees Reduced
------------------------------------------------------
A group of Lehman Brothers Holdings Inc. creditors said it has
agreed to reduce the amount of fees and expenses Lehman Brothers
Holdings Inc. has to pay for the group's "substantial
contribution" in the company's bankruptcy case.

The move comes after the U.S. Trustee, a Justice Department agency
that oversees bankruptcy cases, opposed the group's application
for payment of about $12.8 million.

The group said it agreed to cut the proposed amount of attorneys'
fees and expenses by $455,837, and to remove an additional
$115,000 from the amount in connection with its application for
payment of expert fees and expenses.

                       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: Committee Opposes Elliot Bid for Quick Payment
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and an ad hoc group
of Lehman Brothers creditors object to the motion of Elliot
Management Corporation asking James W. Giddens, the trustee
liquidating Lehman Brothers Inc. under the U.S. Securities
Investor Protection Act to (i) liquidate all securities in the
Trustee's possession or control, to the maximum extent
practicable, (ii) satisfy customers' net equity claims through pro
rata distributions of cash, and (iii) promptly make an initial
distribution to the holders of allowed customer claims in the
maximum amount that allows for reasonable reserves for disputed
claims.

The Creditors' Committee relates that it has reviewed Elliot's
request, and based on that review, determined that the course of
action advocated by Elliot would, ultimately, benefit those
Debtors that hold substantial customer claims and general estate
claims against LBI, and is, thus, in the best interest of the
Debtors' estates and creditors, Dennis F. Dunne, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York, tells the Court.

Nevertheless, the Creditors' Committee believes compelling the
SIPA Trustee to carry out the course of action proposed by Elliot
at this time is premature in light of the ongoing settlement
negotiations between LBI and Lehman Brothers International Europe
with respect to their substantial mutual claims against one
another.

An ad hoc group of Lehman Brothers creditors tells the Court that
it is sympathetic to Elliot's request and believes that all
reasonable and practical avenues available to facilitate more
timely distributions should be explored.  The Group, however,
believes a global settlement between the SIPA Trustee and LBIE
would be beneficial.  The Group, accordingly, asks the Court to
adjourn Elliot's motion for a period of 60 days pending hopeful
completion of the SIPA Trustee's settlement discussion.

                  Elliot Management Talks Back

Elliot maintains that the Court should direct the SIPA Trustee to
(i) satisfy all securities customers' net equity claims through
Pro Rata Cash Distribution of the securities and cash in the pool
of customer property, without reference to the specific
securities in any customer's account; and (ii) promptly make an
initial distribution to holders of allowed customer claims in the
maximum amount that will allow for reasonable reserves for
customer property and disputed claims.

Jeffrey E. Glen, Esq., at Anderson Kill & Olick, P.C., in New
York explains that Elliot seeks to enforce the SIPA, not to
modify it, as asserted by the SIPA Trustee and the Securities
Investor Protection Corporation.  Mr. Glen adds that the SIPA
Trustee does not have the discretion to decide a statutory
question that is before the Court.


                          Elliot's Motion

In its Motion, Elliott Management demanded that the trustee
liquidating Lehman Brothers Holdings Inc.'s brokerage make an
initial payment of $3.2 billion to creditors, Bloomberg News
reported.

Elliott, a hedge fund client of the Lehman brokerage, wants the
biggest possible payout promptly after the trustee has sold
securities owned by the brokerage, the report said.

Shortly after Lehman filed for bankruptcy protection, the trustee
transferred 110,000 mostly retail Lehman accounts containing $90
billion in assets largely to Barclays.  Elliott and other
customers, however, "were not fortunate enough to participate in
that process," the hedge fund said.

Elliot said the trustee could pay almost 26 cents on the dollar
of allowed claims totaling $12.2 billion, while still reserving
enough money for disputed claims.  A 26% payout by the brokerage
would dwarf Lehman parent's first distribution of 2 cents on the
dollar to 6 cents excluding subordinated claims, the hedge fund
said.

The trustee had said in December that he planned to start paying
the Lehman brokerage's remaining customers soon from available
assets of $18.3 billion.  He did not say how much money customers
can expect only that his goal was to make "a significant"
payment, Bloomberg News reported.

                       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: Sues to Reduce JPM, et al., Derivative Claims
--------------------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit seeking to reduce or
disallow derivatives claims by JPMorgan Chase Bank N.A. and seven
other claimants.

In a 22-page complaint, Lehman said the claims are "overstated"
and that they were calculated based on "improper methodologies."

"The JPMorgan entities' derivatives claims should be reduced or
disallowed," the company said in the complaint filed on September
14 with the U.S. Bankruptcy Court in Manhattan.

JPMorgan asserts a $2.2 million claim, which stemmed from a
derivatives deal with Lehman's special financing unit.

The lawsuit seeks unspecified damages and money owed to Lehman by
JPMorgan under the derivatives deal.

The case is Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank
NA, 12-01874, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                       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.


LIFECARE HOLDINGS: Gets Waivers from Senior Lenders, Noteholders
----------------------------------------------------------------
LifeCare Holdings, Inc., has obtained loan waivers from its Senior
Secured Lenders and more than a majority of its Senior
Subordinated Noteholders.  The waivers, which expire on Nov. 1,
2012, provide the Company additional time to continue discussions
with its creditors, potential buyers and other interested parties
as it pursues longer--term solutions for its debt structure.

The Senior Secured Lenders waived cross-defaults arising from the
failure to make the interest payment due Aug. 15, 2012, on its
Senior Subordinated Notes.  The Company also obtained a waiver
from holders of more than 70 percent of its Senior Subordinated
Notes due 2013 related to the failure to make the above-referenced
interest payment.  The terms of the waivers include additional
reporting requirements to the lenders and their advisors and
certain restrictions on non-ordinary course payments, among other
terms.

"We appreciate this action from our creditors as we continue
discussions regarding our capital structure and the Company's
strategic alternatives," said LifeCare Holdings Chairman and Chief
Executive Officer Phillip B. Douglas.  "We continue to evaluate
various strategic options to restructure our debt and position the
Company for future growth."

No assurances can be given that a satisfactory resolution can be
reached before the termination of the waivers.

                       About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.

The Company's balance sheet at June 30, 2012, showed
$510.03 million in total assets, $566.26 million in total
liabilities, and a $56.22 million total stockholders' deficit.

                        Bankruptcy Warning

"We are continuing to work with our financial advisor and lenders
under our senior secured credit facility and senior subordinated
notes to develop a comprehensive strategy that will allow us to
refinance or restructure our existing capital structure prior to
the acceleration of any indebtedness," the Company said in its
quarterly report for the period ended June 30, 2012.  "There can
be no assurance, however, that any of these efforts will prove
successful or be on economically reasonable terms.  In the event
of a failure to obtain necessary waivers or forbearance agreements
or otherwise achieve a restructuring of our financial obligations,
we may be forced to seek reorganization under Chapter 11 of the
United States Bankruptcy Code."

                          *     *     *

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on Aug. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Plano Texas-based
LifeCare Holdings Inc to 'D' from 'CCC-', following the missed
interest payment on the company's $119.3 million senior
subordinated notes.

In the June 6, 2012, edition of the TCR, Moody's downgraded
LifeCare Holdings, Inc.'s corporate family rating to Caa3 and
probability of default rating to Ca.  The downgrade of the
corporate family rating to Caa3 reflects heightened refinancing
risk, an untenable capital structure, and interest burden that is
not covered by cash flows generated from the company's ongoing
operations. Moody's believes LifeCare will need to address its
entire capital structure in the next twelve months which is
reflected in the Ca probability of default rating.


LIGHTSQUARED INC: House Panel Probes FCC Approval
-------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that the U.S. House Subcommittee on Oversight and
Investigations on Friday looked into whether the Federal
Communications Commission followed its own rules when it gave Phil
Falcone's LightSquared Inc. approval for a wireless network in
early 2011, a decision that has since been put on hold over
global-positioning systems concerns.

According to the report, the panel questioned an FCC bureau chief
about whether the commission "rushed through" a process that led
to an initial approval for LightSquared to use wireless spectrum.
That decision is now in limbo because of concerns over whether the
network interferes with global positioning systems.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LINC USA: S&P Assigns 'B-' Corporate Credit Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston, Texas-based Linc USA GP. The outlook is
negative.

"At the same time, we assigned a 'B-' issue rating to Linc's
proposed $265 million senior secured notes due 2017. We assigned a
'4' recovery rating to the notes, indicating our expectation of
average (30% to 50%) recovery in the event of a payment default.
Our expectation is that Linc USA GP will focus on their upstream
operations, and will not upstream earnings to its parent company,"
S&P said.

"The ratings on Linc reflect its very small reserve and production
base, high concentration of current production in the Gulf Coast,
aggressive capital spending plan that could significantly weaken
its liquidity, and limited reserve replacement history," said
Standard & Poor's credit analyst Stephen Scovotti. "The ratings
also reflect the volatility and capital intensive nature of the
oil and gas industry. These weaknesses are only partially buffered
by an oil-weighted reserve profile and a decent reserve life as
compared to other Gulf Coast E&P companies."

"The company's vulnerable business risk profile reflects its very
small reserve base of 13.5 million barrels of oil equivalent
(MMBoe), which positions it as one of the smallest E&P companies
in its rating category. Of this reserve base, 65% is proved
developed. The cost structure of the company is relatively high,
with production costs (lease operating expenses and general
administrative costs) of over $43/bbl in full-year 2012 (ended
June 30, 2012). However, we expect production costs to decline to
approximately $28/bbl in full-year 2013 (ended June 30, 2013) as
the company increases production. Despite these weaknesses, the
company has a decent reserve life of 12 years on a total proved
basis, based on current production. In addition, favorably priced
crude oil accounted for 97% of reserves and the vast majority of
recent production," S&P said.

"The company has limited operating diversity, with the vast
majority (94%) of the company's proved reserves located in the
Gulf Coast, with the remaining proved reserves located in Wyoming
(Powder River Basin). The Powder River Basin assets account for
only about 5% of production and will require significant capital
expenditures to further develop and increase production.
Approximately one-third of recent production is concentrated in
the Barbers Hill Field of the Gulf Coast. We expect that Linc will
continue to focus on production from this same area in the near
future," S&P said.

"The negative outlook reflects our view of the company's
relatively aggressive capital spending plans given Linc's very
small production base. We would consider a negative rating action
if the company fails to meet its production targets in the Gulf
Coast (and thus negatively affecting FFO) or if capital spending
is higher than anticipated, causing the company's liquidity
(combination of cash and revolving credit facility availability)
to fall below $25 million," S&P said.

"A revision of the outlook to stable would require the company to
develop a more consistent track record in production and reserve
growth, while maintaining adequate liquidity," S&P said.


LINC USA: Moody's Assigns Caa2 CFR & Rates Sr. Sec. Notes Caa3
--------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Linc USA
GP (Linc), including a Caa2 Corporate Family Rating (CFR) and a
Caa3 rating to the proposed $265 million senior secured notes.
Moody's also assigned an SGL-3 Speculative Grade Liquidity Rating
reflecting adequate liquidity. The rating outlook is stable.

Linc USA GP is an exploration and production company focused in
the US and is a wholly-owned subsidiary of Linc Energy Ltd.
(Parent) - a publicly traded energy company based in Brisbane,
Australia with a market capitalization of roughly $400 million.
Net proceeds from the secured note issue will be used to repay
outstanding balances under Linc's existing credit facility, to
repay the majority of the Parent's credit facility debt, and for
general corporate purposes. The notes will not have a downstream
guarantee from the Parent and will be secured solely by the oil
and natural gas assets in the US.

Assignments:

  Issuer: Linc USA GP

     Corporate Family Rating, Assigned Caa2

     Probability of Default Rating, Assigned Caa2

     Speculative Grade Liquidity Rating, Assigned SGL-3

     Senior Unsecured Regular Bond/Debenture, Assigned Caa3
     (LGD4, 62%)

RATINGS RATIONALE

Linc's Caa2 CFR reflects its small production and proved reserve
base, limited drilling and development track record in its current
corporate form, high leverage following the secured note issue,
and limited financial flexibility. The rating also considers the
company's cash flow concentration in one principal geographic
area, focus on complex salt dome structures for primary growth,
highly prospective nature of the Alaska North Slope and Wyoming
Powder River Basin (PRB) assets, and the significant execution
risk over the next few years as the company aggressively tries to
grow production. The rating is favorably impacted by the high oil
content of its reserves (97%) that generates strong revenues and
high returns, low geological risks of its Gulf Coast properties
that have long production history and provide manageable growth
prospects through 2014, and high operated working interest that
support better control of the pace, timing and costs of
development.

Linc's leverage in terms of debt to average net daily production
(~$85,000 per boe/d) and debt to proved developed (PD) reserves
(~$30.00 per boe) are among the highest within Moody's rated E&P
universe. While the company has been able to grow production
rapidly (by ~76% on a net basis) since acquiring the Gulf Coast
assets in October 2011 demonstrating its technical capability to
identify and drill into structural traps in subsurface salt
formations, whether the company can repeat this performance
consistently at a greater scale given its limited financial
resources and operating history, remains to be seen. The company
has an ambitious production target and plans to exceed 5,500 boe/d
(net) by the end of fiscal 2013 (fiscal year ends at June 30) as
it tries to establish critical mass.

Linc should have adequate liquidity through the end of calendar
2013, which is captured in the SGL-3 rating. However, liquidity
will start to tighten in the first half of calendar 2014 as
expenditures continue to exceed cash flows and balance sheet cash
is depleted. Therefore, the company may have to draw under its
planned new revolving credit facility in the first half of
calendar 2014. Any meaningful capital expenditures towards the PRB
properties would also necessitate revolver borrowings. The notes
indenture permits additional credit facility debt (including
letters of credit) not to exceed the greater of $85 million or 15%
of adjusted consolidated net tangible assets. Moody's has reviewed
only a preliminary term sheet for the proposed credit facility and
the company is still negotiating covenant levels with its banks.
Moody's assigned SGL rating assume that the company will have
adequate covenant cushion though calendar 2013 and are contingent
on review of final documentation.

The $265 million secured notes are rated Caa3, one notch below the
Caa2 CFR, given their subordinated position to the first-lien
secured revolving credit facility. Moody's expects the revolver
borrowing base to grow with new reserve additions in the coming
quarters. Hence, Moody's overrode its Loss Given Default (LGD)
Methodology generated note rating because of the high likelihood
of increased priority ranking revolver debt in the capital
structure. For the ratings, Moody's also assumed that the Alaska
asset will be pledged to secure the new credit facility and the
notes. The Caa3 rating on the secured notes reflects both the
overall probability of default of Linc, to which Moody's assigns a
PDR of Caa2, and a loss given default of LGD4 (62%) under Moody's
Loss Given Default Methodology.

The stable outlook reflects Moody's view that Linc will maintain
sufficient liquidity and hold production at or above (Sept. 20,
2012) Thursday's 3,100 boe/d level.

High leverage is the biggest impediment to an upgrade. A clear
deleveraging trend through organic reserve and production growth
coupled with sufficient 12 month forward liquidity would lend
positive rating momentum. An upgrade is possible if Linc can
sustain a production level of at least 5,000 boe/d while
maintaining its debt to average daily production ratio under
$50,000 per boe/d.

Tight liquidity would be the likely catalyst for a downgrade, If
total liquidity (cash plus revolver availability) falls below $20
million, the rating could be downgraded.

The principal methodology used in rating Linc was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Linc USA GP is a Houston, Texas based private oil and gas
exploration and production (E&P) company with primary producing
assets in the onshore Gulf Coast region of Texas and Louisiana.


LINWOOD FURNITURE: Reports Losses for August 2012
-------------------------------------------------
Richard Craver at Winston-Salem Journal reported that Linwood
Furniture LLC disclosed in a bankruptcy filing on Sept. 10, 2012,
that it lost $58,671 in August based on revenue of $344,481 and
expenses of $403,152.

The Company's Chapter 11 case has been converted to Chapter 7.  A
federal bankruptcy judge appointed Edwin Allman III as trustee.

Winston-Salem Journal noted that bankruptcy administrator Michael
West requested the Chapter 7 conversion, saying Linwood "is not in
a position to continue operations and is not conducting any
ongoing business. The conversion of this case is in the best
interests of creditors and the estate."

Winston-Salem Journal noted that Linwood's top secured creditor,
D&S Legacy Vision LLC, was set to appear at a Sept. 19 hearing to
seek foreclosure and the sale of assets.

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


LON MORRIS COLLEGE: Seeks to Probe Charitable Foundations
---------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that Lon
Morris College wants to launch an investigation into five
charitable foundations that it says hold millions of dollars in
which the college may have a stake.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at McKool Smith P.C., and Webb
and Associates serve as counsel to the Debtor.  Capstone Partners
serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LSP ENERGY: South Mississippi Electric Given Nod to Buy Plant
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that South Mississippi Electric Power Association soon
will be the owner of a 837-megawatt combined-cycle natural gas-
fired electric generating facility in Batesville, Mississippi.

According to the report, the U.S. Bankruptcy Judge in Delaware
presiding over the bankruptcy of LSP Energy LP approved the $285.9
million sale on Sept. 20.  The buyer already was purchasing power
from the plant.  South Mississippi Electric already owns seven
plants capable of producing 2,422 megawatts.  The bankruptcy judge
also extended LSP's exclusive right to propose a Chapter 11 plan
until Oct. 22.

                         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.


MAMMOTH LAKES: Won't Proceed With Chapter 9 Bankruptcy Case
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that the Town of Mammoth Lakes, Calif., said Thursday that it's
not going to ask the court to rule on the eligibility of its
Chapter 9 bankruptcy filing, which will eventually result in the
dismissal of the town's case.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.

According to the report, the bankruptcy judge in Sacramento,
California, will hold a status conference on Aug. 29 regarding
eligibility for Chapter 9.


MEDCATH CORPORATION: Files Certificate of Dissolution
-----------------------------------------------------
MedCath Corporation discloses that it has filed a certificate of
dissolution with the Delaware Secretary of State.

The filing was made pursuant to the plan of dissolution the
Company's stockholders approved at a special meeting held Sept.
22, 2011.  The Filing became effective as of 5.00 p.m., Eastern
Time, Sept. 21, 2012.

Upon the effectiveness of the Filing, the Company closed its stock
transfer books and discontinued recording transfers of its common
stock, except for transfers by will, intestate succession or
operation of law.  From and after the effectiveness of the Filing,
the Company's stockholders shall have only such rights and
obligations as are provided under the Delaware General Corporation
Law for stockholders of a dissolved corporation.

The Company's Common Stock is listed on the NASDAQ Global Select
Market operated by The NASDAQ Stock Market LLC ("NASDAQ").  The
Company has notified NASDAQ that the Company has made the Filing,
and NASDAQ has advised the Company that NASDAQ will suspend
trading of the Common Stock effective prior to market open on
Monday, Sept. 24, 2012.  NASDAQ has also advised the Company that
it will file with the Securities and Exchange Commission (the
"SEC") a Notice of Removal from Listing and/or Registration on
Form 25 to delist the Common Stock from NASDAQ.

The Company has filed a Current Report on Form 8-K with the SEC
regarding the effect of the Filing upon the rights of the
Company's stockholders, the suspension of trading and delisting of
the Common Stock by NASDAQ and related matters, including the
Company's intent to terminate the periodic reporting requirements
the Company is currently subject to under the Securities Exchange
Act of 1934, as amended.

If the Company terminates its obligation to and ceases filing
periodic and current reports with the SEC, the Company intends to
post periodically on the Company's website a statement of net
assets and a statement of changes in net assets and to post from
time to time information about any material developments with
respect to any significant transactions for disposing of the
Company's remaining assets, any significant developments in
claims, litigation, investigations and any other future events
occurring that could materially impact the timing or amount of
liquidating distributions, if any, to be made to the Company's
stockholders of record as of the effectiveness of the Filing.

                           About MedCath

MedCath Corporation, headquartered in Charlotte, N.C., was a
health care provider focused on high acuity services with the
diagnosis and treatment of cardiovascular disease being a primary
service offering.  Having now divested all of its hospitals,
MedCath is focused on fulfilling transition service obligations to
the purchaser of one of its previously owned hospitals, realizing
the value of its remaining immaterial assets; making tax and
regulatory filings; winding down its business affairs, managing
its known and unknown contingencies, and seeking to make
distributions to its stockholders as part of its Plan of
Dissolution.


MEDIA GENERAL: Wyndham Robertson Rejoins as Director
----------------------------------------------------
Media General, Inc.'s Board of Directors has elected Wyndham
Robertson as a new Class B director, effective immediately,
returning to a position she held on Media General's board from
1996 to 2005.  Miss Robertson served on the Audit Committee during
her prior tenure on the Media General board.  She was recommended
for reelection to the board by Berkshire Hathaway.

"Media General is delighted to welcome Wyndham back to the Board
of Directors," said J. Stewart Bryan, chairman of the board.
"Wyndham had a long and successful career as an executive in the
media and communications businesses, including 25 years with
Fortune magazine.  She will provide valuable perspective as Media
General moves ahead as a pure-play television broadcaster, with a
significant commitment to increasing its presence on digital and
mobile platforms," said Mr. Bryan.

Miss Robertson has served as a director of three other public
companies: Capital Cities/ABC, Inc., The Equitable Companies Inc.
and Wachovia Corporation.  From 1986-1995 she was vice president
for communications at the University of North Carolina.  Prior to
that, she spent 25 years at Fortune Magazine, specializing in
investment, financial and technology topics.  She graduated from
Hollins University and served on its Board of Trustees for more
than 30 years, including a term as chair.  The Wyndham Robertson
Library at Hollins is named in her honor.  Miss Robertson
currently serves on a number of non-profit boards, including as a
member of the investment committee for Hollins.  She is a director
of the Blanche and Julian Robertson Family Foundation and a
trustee of The Robertson Foundation.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at June 24, 2012, showed $923.41
million in total assets, $1.05 billion in total liabilities and a
$129.26 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

According to the May 23, 2012, edition of the TCR, Standard &
Poor's Ratings Services placed its 'CCC+' corporate credit rating
on Media General, along with its 'CCC+' issue-level rating on the
company's senior secured notes, on CreditWatch with positive
implications.

"The CreditWatch placement is based on Media General's agreement
to sell the majority of its newspaper assets to BH Media Group, a
subsidiary of Berkshire Hathaway Inc.  The CreditWatch also
reflects the announcement that the company will refinance its
existing bank debt due in March 2013. It expects to close the
refinancing transaction next week and the newspaper sale by June
25, 2012," S&P said.


MEDICURE INC: Swings to C$23.4 Million Net Income in Fiscal 2012
----------------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing net income of
C$23.38 million on C$4.79 million of net product sales for the
year ended May 31, 2012, in comparison with a net loss of C$1.63
million on C$3.62 million of net product sales during the prior
fiscal year.

The Company's balance sheet at May 31, 2012, showed C$4.74 million
in total assets, C$6.56 million in total liabilities and a C$1.82
million total deficiency.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

A copy of the Form 20-F is available for free at:

                         http://is.gd/82PvAr

                          About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.


MICHAELS STORES: Moody's Affirms B2 CFR & Rates $200MM Notes B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Michaels Stores,
Inc. proposed $200 million in aggregate principal amount of its
7.75% notes due 2018. All other ratings, including the B2
Corporate Family Rating, were affirmed. The rating outlook remains
positive.

Proceeds from the offering will be used to repay a portion of the
company's $501 million B-1 term loans that are currently due on
October 31, 2013 and to pay related fees and expenses.

The following ratings were affirmed and LGD assessments amended:

Corporate Family Rating at B2

Probability of Default Rating at B2

$1,996 million senior secured term loan due 2013/2016 at B1 (LGD
3, 32% from LGD 3, 37%)

$800 million senior unsecured notes due 2018 at Caa1 (LGD 5, 77%
from LGD 5, 78%)

$393 million senior subordinated notes due 2016 at Caa1 (LGD 6,
91% from LGD 6, 93%)

$180 million subordinated discount notes due 2016 at Caa1 (LGD 6,
95% from LGD 6, 96%)

The following rating was assigned:

$200 million additional senior unsecured notes due 2018 at B3 (LGD
5, 73%)

RATINGS RATIONALE

The B3 rating assigned to the proposed $200 million of additional
unsecured notes reflects their junior ranking relative to the
meaningful amount of secured debt in the company's capital
structure. Moody's expects that if the transaction closes on the
proposed terms, Moody's would likely upgrade the company's
existing $800 million of unsecured notes due 2018 to B3 from Caa1.
The positive rating momentum for the unsecured notes reflects that
their recovery prospects would improve following the repayment of
a meaningful amount of secured debt upon conclusion of the
proposed transaction.

Michaels' B2 Corporate Family Rating reflects the company's
improving but very sizeable debt burden, with debt/EBITDA of 6.0
times as of July 28, 2012. It also recognizes Michaels' leadership
position in the highly fragmented arts and crafts segment, its
high operating margins and its good liquidity profile. The rating
considers that Moody's believes operational initiatives, such as
its direct sourcing initiatives and increasing private label brand
penetration, will enable the company to sustain consistently high
operating margins. The rating also takes into consideration the
company's participation in some segments that have greater
sensitivity to economic conditions, such as its custom framing
business.

The positive rating outlook reflects expectations that the ratings
could be upgraded if the company is able to sustain positive
trends in sales and maintain its high operating margins while
utilizing cash flow to repay debt. Quantitatively, ratings could
be upgraded if debt/EBITDA reached 5.25 times and EBITA/interest
expense was sustained above 2.0 times.

In view of the positive rating outlook, ratings are unlikely to be
downgraded in the near term. If the company was unable to make
further progress toward deleveraging over the next 12 to 18
months, or its financial policies became more aggressive
(utilizing its cash balance to fund a distribution to
shareholders, for example), the rating outlook could be revised to
stable. Ratings could be lowered if the company were to see
reversal of recent positive trends in sales. Quantitatively,
ratings could be lowered if debt/EBITDA were to approach 6.5
times.

The principal methodology used in rating Michaels Stores, Inc was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Michaels Stores, Inc. is the largest dedicated arts and crafts
specialty retailer in North America. The company operated 1,074
Michaels stores in 49 states and Canada and 128 Aaron Brothers
stores as of July 28, 2012. The company primarily sells general
and children's crafts, home d‚cor and seasonal items, framing and
scrapbooking products. Total sales are in excess of $4 billion.


MITEL NETWORKS: Moody's Rates $330-Mil. Credit Facilities 'B1'
--------------------------------------------------------------
Moody's Investors Service rated Mitel Networks Corporation's
(Mitel's) new $330 million credit facilities B1. The company's
corporate family rating (CFR) was affirmed at B3, its speculative
grade liquidity rating (SGL) was upgraded to SGL-2 from SGL-4 and
its probability of default rating (PDR) was revised to Caa1 from
B3. Ratings for the company's existing first and second lien
credit facilities, which were affirmed, will be withdrawn in due
course subsequent to the new credit facilities closing. The
outlook remains stable.

Together with cash on Mitel's balance sheet, proceeds from the new
credit facilities will be used to refinance credit facilities that
mature in 2014 (first lien) and 2015 (second lien). While the
proposed transaction will modestly decrease debt, eliminate near-
term refinance risks and restore third party liquidity, all of
which are credit-positive, Moody's views the transaction as
credit-neutral as leverage and coverage remain substantial
unchanged and, accordingly, the transaction does not affect
Mitel's B3 CFR. With third party liquidity restored, the company's
SGL was upgraded to SGL-2 (good) from SGL-4 (weak).

The new credit facilities benefit from a comprehensive security
package that causes their rating to be notched-up from the B3 CFR.
However, since the refinance transaction increases the proportion
of liabilities that have a first-ranking security position while
eliminating the loss absorption capacity provided by company's
second lien loan, the benefit of the security package is limited
to two notches, to B1.

In cases in which all of a company's debts are provided by a
single class of bank lenders, Moody's generally assumes an
outsized company-wide average recovery rate of 65% along with an
elevated probability of default that is one notch below the CFR.
Use of this standard practice caused Mitel's PDR to be downgraded
to Caa1 from B3.

The following summarizes Mitel's ratings and the rating actions:

  Issuer: Mitel Networks Corporation

Assignments:

    Senior Secured First Lien Bank Credit Facility, Rated B1
(LGD2, 23%)

Other rating and outlook actions:

    Corporate Family Rating, Affirmed at B3

    Probability of Default Rating, Downgraded to Caa1

    Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
    SGL-4

    Outlook, Unchanged at Stable

    Senior Secured First Lien Bank Credit Facility, Unchanged at
B1 (LGD2, 24%) and to be withdrawn in due course

    Senior Secured Second Lien Bank Credit Facility, Unchanged at
(LGD4, 61%); to be withdrawn in due course

RATINGS RATIONALE

Mitel's B3 CFR is driven primarily by the company's potential
vulnerability given that it competes with larger and, in many
cases, better capitalized companies and Mitel's margin performance
does not suggest that its product offering is sufficiently
compelling to overcome the potential handicaps of relatively small
scale. As well, neither the company nor its competitors report
activity measures that can be used to interpret supply/demand
balance or market positioning; the opacity is credit-negative.
This is somewhat compounded as recent performance is difficult to
interpret given discontinuities in financial statements resulting
from restructuring initiatives. It is not certain whether these
are truly complete or that they will have a sustainably positive
impact. That being said, Mitel's core market, i.e. Internet
protocol telephony-related communications for small to mid-sized
companies, is sizeable and demand is sustainable. As well,
operations are not capital intensive and even modest margin
performance results in positive free cash flow that can be used to
gradually reduce debt. Decisions to do so will be a key to future
ratings migration.

Rating Outlook

Despite recently variable quarterly results and general
macroeconomic uncertainty that may cause near-term results to also
vary, with re-finance matters settled and since Moody's thinks
that the company will generally be cash flow positive, the outlook
is stable.

What Could Change the Rating -- Up

Given solid liquidity arrangements (which are a pre-requisite to
positive ratings actions) and should Debt/EBITDA be expected to be
sustained below 4.5x with free cash flow (FCF) being sustained
above 5% of Debt, consideration for positive outlook and ratings
actions would occur (all measures are inclusive of Moody's
standard adjustments).

What Could Change the Rating -- Down

The ratings may be subject to downwards migration should free cash
flow generation return to break-even or negative, or should
adverse liquidity developments occur.

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


MORRIER RANCH: Restructures Bank Claims, Wants Case Dismissal
-------------------------------------------------------------
Morrier Ranch, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Washington to dismiss its Chapter 11 cases.

The Debtor relates that it has reached an agreement with the
holder of the Key Bank claim regarding restructure of the claim
and has reached a tentative agreement with Banner Bank
restructuring the balance of their claim.

The Debtor believes that all other claims listed in the schedules
or filed with the Court are held by insiders or can and will be
paid in the ordinary course of business after the dismissal of the
case.

                        About Morrier Ranch

Yakima, Washington-based Morrier Ranch, Inc., aka Morrier Hop
Storage, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case
No. 12-00179) on Jan. 17, 2012.  Judge Patricia C. Williams
presides over the case, taking the assignment from Judge Frank L.
Kurtz.  James P. Hurley, Esq., at Hurley & Lara, serves as the
Debtor's counsel.  In its schedules, the Debtor disclosed $19.7
million in total assets and $6.02 million in total liabilities.

Robert D. Miller Jr., U.S. Trustee for Region 18, has informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
he is not appointing an unsecured creditors' committee in this
case at the present time, due to lack of response to the request
for notice of willingness to serve on the unsecured creditors'
committee.


MUSCLEPHARM CORP: Ehrhardt Keefe Replaces Berman as Accountant
--------------------------------------------------------------
The audit committee of the board of directors of MusclePharm
Corporation approved the engagement of Ehrhardt Keefe Steiner &
Hottman PC, Certified Public Accountants, Denver, Colorado, as the
Company's new independent registered public accounting firm.

The Board dismissed Berman & Co., P.A., as the Company's
independent registered public accounting firm on Sept. 18, 2012.

Berman's report on the financial statements for the fiscal years
ended Dec. 31, 2011, and 2010, contained no adverse opinion or
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principle, except that the
report contained a modification to the effect that there was
substantial doubt as to the Company's ability to continue as a
going concern.

During the fiscal year ended Dec. 31, 2011, and the subsequent
interim period prior to the engagement of Ehrhardt, the Company
has not consulted Ehrhardt regarding the application of accounting
principles to any specified transaction or the type of audit
opinion that might be rendered on the Company's financial
statements.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at Dec.
31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NATIVE WHOLESALE: Hearing on Case Dismissal Set for Sept. 26
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
will convene a hearing on Sept. 26, 2012, at 10 a.m., to consider
Native Wholesale Supply Company's motion to dismiss its Chapter 11
case.

On Aug. 31, the Debtor requested for the dismissal of its case.
The Debtor explained that its filing was triggered by a dispute
with the U.S. Department of Agriculture regarding the $43,131,307
in assessments made by the USDA against the Debtor pursuant to the
fair and equitable Tobacco Reform Act of 2004 and Tobacco
Transition Payment Program.

Recently, the Debtor and the U.S. have been negotiating the terms
by which the U.S. would accept repayment of the USDA Claim outside
of Chapter 11.  The Debtor believes the settlement agreement with
the U.S. and all attendant documents in connection therewith will
finalized by the date scheduled for the hearing on the dismissal
motion.  In fact, the terms of the settlement will require
dismissal of the case.

The settlement provides for, among other things the $24,592,693 of
the $43,131,307 total USDA prepetition claim will have priority
under 507(a)(8)(E) and will be repaid as required under Section
1129(a)(9) of the Code within five years, or by Nov. 21, 2016.
Specifically, the repayment plan would require that the Debtor
make an initial down payment of $1,000,000 and monthly payments in
the amount of $500,000 on the USDA Claim commencing Oct. 1, 2012
until the USDA Claim is paid in full.

                      About Native Wholesale

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

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

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

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

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

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


NATIVE WHOLESALE: Meeting of Creditors Adjourned to Nov. 29
-----------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, adjourned the meeting
of creditors in the Chapter 11 case of Native Wholesale Supply
Company to Nov. 29, 2012, at 2 p.m.

                      About Native Wholesale

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

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

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

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

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

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


NEOGENIX ONCOLOGY: Sells Business to Existing Shareholder Group
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Neogenix Oncology Inc. filed for Chapter 11
protection on July 23 and was given authority by the bankruptcy
judge on Sept. 20 to sell the business to Precision Biologics Inc.
for about $3.5 million in cash plus stock.

According to the report, there were no competing bids, so an
auction was canceled.  The buyer is a company formed by some of
the existing shareholders.  Neogenix is a startup business
developing technology to detect and treat cancer.  In addition to
the cash, the sale price includes 5 million shares of the buyer's
stock, representing 20% to 25% of the equity.  The buyer will also
give warrants to purchase another 5 million shares of its stock
for $1.50 a share.

The Bloomberg report discloses that Neogenix expects that the
stock will mostly go to existing shareholders because the company
said it has "very few, if any unsecured creditors."  Neogenix said
it couldn't land additional financing to continue product
development without filing bankruptcy and selling the business.

The company listed the assets as having unknown value, while debt
totals $924,000, including $652,000 in secured debt.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.


NEW PEOPLES: Converts $5.4-Mil. Debt to 3.8-Mil. Common Stock
-------------------------------------------------------------
New Peoples Bankshares, Inc., has converted a total $5.45 million
of debt plus interest of $271.8 thousand to Directors B. Scott
White and Harold Lynn Keene.  The conversion results in a total of
3,814,519 additional issued shares of common stock and warrants to
purchase 762,903 shares of common stock over the next five years.
Mr. White received 1,959,880 shares of common stock and warrants
to purchase 391,977 shares.  Mr. Keene received 1,854,630 shares
of common stock and warrants to purchase 370,926 shares of common
stock.  Both directors have been approved by regulators to own in
excess of 10% of the company.

Jonathan Mullins, President and CEO stated "We are very
appreciative of these two directors' support of New Peoples
Bankshares.  At the time the notes were issued in 2011, both
directors helped the company through a very challenging situation
by making these loans.  The conversion of the debt to common stock
provides for our shareholders a safer and stronger company.  In
addition, the new capital strengthens our regulatory capital
levels at the holding company in a time of continued economic
uncertainty."

                   About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

The Company's balance sheet at June 30, 2012, showed
$725.6 million in total assets, $701.9 million in total
liabilities, and stockholders' equity of $23.7 million.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."


NEXTWAVE WIRELESS: OKs Settlement of "Weiss" Suit re AT&T Merger
----------------------------------------------------------------
NextWave Wireless Inc. entered into a memorandum of understanding
with Burt Weiss to settle a putative class action lawsuit pending
before the Court of Chancery of the State of Delaware in
connection with the proposed sale of the Company to AT&T, Inc.,
for $600 million.

Mr. Weiss, on behalf of the pubic stockholders of Nextwave, filed
the lawsuit against the members of the Company's Board of
Directors alleging that the consideration for the transaction is
inadequate and significantly undervalues the Company.  The
plaintiff alleged that the proposed transaction is intended to
cure the massive debt owed by the Company to several of its
officers and directors.

The Company and the other defendants deny all liability with
respect to the facts and claims alleged in the action.  However,
the Company and the other defendants considered it desirable that
this matter be settled to avoid the substantial burden, expense,
and risk of any delay to the closing of the merger.

The Settlement is subject to Court approval.

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at December 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."

The Company's balance sheet at June 30, 2012, showed $451.16
million in total assets, $1.20 billion in total liabilities and a
$754.57 million total stockholders' deficit.

                        Bankruptcy Warning

As of June 30, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,103.1 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $148.1 million, the Company's Second Lien Notes with an
aggregate principal amount of $207.9 million and the Company's
Third Lien Notes with an aggregate principal amount of $747.1
million.  The Company's current cash reserves are not sufficient
to meet its payment obligations under its secured notes at their
current maturity dates.  Additionally, the Company may not be able
to consummate sales of the Company's wireless spectrum assets
yielding sufficient proceeds to retire this indebtedness at the
current scheduled maturity dates.  If the Company is unable to
further extend the maturity of its secured notes, or identify and
successfully implement alternative financing to repay its secured
notes, the holders of the Company's Notes could proceed against
the assets pledged to collateralize these obligations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  Insufficient capital to repay the
Company's debt at maturity would significantly restrict the
Company's ability to operate and could cause the Company to seek
relief through a filing in the United States Bankruptcy Court.


NORD RESOURCES: Four Directors Elected to Board
-----------------------------------------------
The annual general meeting of shareholders of Nord Resources
Corporation was held on Sept. 18, 2012, at which the shareholders
elected Ronald A. Hirsch, Stephen D. Seymour, Douglas P. Hamilton
and John F. Cook to Board of Directors.  The selection of Mayer
Hoffman McCann P.C. as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2012, was
ratified.

Immediately following the Annual Meeting, the Company's Board
convened a meeting and reappointed Wayne Morrison as Chief
Executive Officer, President, Chief Financial Officer and
Corporate Secretary.  Ronald Hirsch was reappointed as Chairman of
the Board of Directors.

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources reported a net loss of $10.31 million on
$14.48 million of net sales in 2011, compared with a net loss of
$21.20 million on $28.64 million of net loss in 2010.

The Company's balance sheet at June 30, 2012, showed
$53.72 million in total assets, $66.41 million in total
liabilities, and a $12.69 million total stockholders' deficit.


O&G LEASING: First Security Wants Ch. 11 Trustee to Take Over
-------------------------------------------------------------
Secured creditor First Security Bank, as indenture trustee, asks
the U.S. Bankruptcy Court for the Southern District of Mississippi
to appoint a Chapter 11 operating trustee for O&G Leasing, LLC,
and Performance Drilling Company, LLC.

According to First Security, cause exists for the appointment of
an operating trustee because. It cites, among other things:

   1. The Debtors have failed to demonstrate that they have the
      ability to obtain a confirmed plan within a reasonable
      period of time;

   2. Past and present performance of the Debtors and little
      prospect for the Debtors' rehabilitation; and

   3. The Debtors have failed to communicate with their primary
      secured creditor concerning the collateral, operations and
      other matters.

First Security asserts that a Chapter 11 trustee is needed in the
event neither of the pending Chapter 11 plans is confirmed, and
for other general relief to which the Court deems it entitled.

First Security relates that neither of the Disclosure Statements
for Debtors' Initial Plan dated July 1, 2011, nor the indenture
trustee's Initial Plan dated July 22, 2011, was ever approved.

On July 19, 2012, the indenture trustee and the Debtors filed
their their respective First Amended Plans.  A confirmation
hearing on the two competing Plans has been scheduled to be held
on Nov. 7-9, 2012 and Nov. 28-30, 2012 (if necessary).

                        About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholly owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
ArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No.
10-01851) on May 21, 2010.  Douglas C. Noble, Esq., at McCraney
Montagnet & Quin, PLLC, assists the Company in its restructuring
effort.  The Company estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.

On the same day, Performance Drilling Company, LLC, filed for
Chapter 11 bankruptcy protection.  Performance Drilling estimated
assets and debts of between $1 million to $10 million each.  The
Debtors' cases have been jointly administered.

No official committee of unsecured creditors and no official
committee of debenture holders have been appointed in the case by
the U.S. Trustee.


ORAGENICS INC: OKs 2012 Performance Objectives for CEO and Pres.
----------------------------------------------------------------
The Compensation Committee of Oragenics, Inc., approved the 2012
performance objectives for the Company's President and Chief
Executive Officer, Dr. John Bonfiglio under his bonus plan.  Dr.
Bonfiglio's employment agreement with the Company required the
adoption of a bonus plan to provide for a bonus target of up to
50% of his annual base salary.

The Company put the bonus plan in place in the prior year when Dr.
Bonfiglio joined the Company.  The bonus payable to Dr. Bonfiglio
for 2012 will be based on the achievement of the following
objectives, which are substantially similar to those adopted by
the Committee in the prior year:

   (i) up to 45% of the Bonus Target for Company performance
       objectives related to the Company's revenue, entering into
       strategic partnerships for development of a key pipeline
       product and other specified operational objectives;

  (ii) up to 25% of the Bonus Target for Company performance
       objectives related to raising capital;

(iii) up to 10% of the Bonus Target for the achievement of short
       term strategic objectives; and

  (iv) up to 20% of the Bonus Target for meeting specified science
       objectives tied to licensing, validation testing, and trial
       enrollment.

Achievement of each objective will be measured independently, and
a minimum threshold for each objective must be met for any credit
to be given to that factor.  The Committee set a minimum threshold
target objective for revenue.  The bonuses earned for 2012, if
any, could range from zero to 100% of Dr. Bonfiglio's Bonus Target
and will vary depending on the extent to which actual performance
meets, exceeds or falls short of the objectives approved by the
Committee.  The aggregate amount of bonus payable under the
executive bonus plan to Dr. Bonfiglio for 2012 would be
approximately $140,000 if all of the objectives were achieved by
Dec. 31, 2012.

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities and a $1.44
million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


ORAGENICS INC: Amends 9.4 Million Common Shares Prospectus
----------------------------------------------------------
Oragenics, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to the Form S-1 relating to the resale
by Fidelity Select Portfolios: Biotechnology Portfolio, MSD Credit
Opportunity Master Fund, L.P., White Rock Capital Partners, L.P.,
et al., of up to 9,437,834 shares of the Company's Common Stock,
par value $0.001 per share.  The Common Stock was acquired by the
Selling Shareholders in connection with a private placement
offering the Company completed in July 2012.

The Company will not receive any of the proceeds from the Common
Stock sold by the Selling Shareholders.

The Company's Common Stock is traded on the OTC Bulletin Board
under the symbol "ORNI."  On Aug. 30, 2012, the last reported sale
price of the Company's Common Stock was $2.27 per share.

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

                       http://is.gd/pSEaI2

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities and a $1.44
million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


PAINT HORSE: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: Paint Horse, LLC
        1300 Shiloh Road
        Kennesaw, GA 30144

Bankruptcy Case No.: 12-73446

Chapter 11 Petition Date: September 19, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Frank B. Wilensky, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  Suite 2700
                  230 Peachtree Street, NW
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: smcconnell@maceywilensky.com

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

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

A copy of the Company's list of its 10 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-73446.pdf

The petition was signed by Margret V. Sapp, sole member and
manager.


PATRIOT COAL: Robbins Umeda Files Shareholders' Class Action Suit
-----------------------------------------------------------------
Shareholder rights firm Robbins Umeda LLP discloses that it has
commenced a federal securities class action in the U.S. District
Court for the Eastern District of Missouri, on behalf of
purchasers of Patriot Coal Corporation shares between Oct. 21,
2010 and July 6, 2012.  Concerned shareholders who would like more
information about their rights and potential remedies can contact
attorney Gregory E. Del Gaizo at (800) 350-6003,
inquiry@robbinsumeda.com, or via the shareholder information form
on the firm's website.

The complaint alleges that during the Class Period, certain of
Patriot Coal's officers issued materially false and misleading
statements regarding the Company's business prospects.

Specifically, the complaint alleges that defendants violated
Generally Accepted Accounting Principles and U.S. Securities and
Exchange Commission rules by failing to properly account for costs
associated with Court-ordered remediation obligations related to
the Company's selenium water treatment requirements.

In particular, defendants improperly capitalized these costs
instead of recording them as expenses, thereby overstating the
Company's financial results.

In response to comments received from the SEC regarding the
Company's accounting for the court-ordered remediation costs,
defendants were forced to reveal that the Company's previously
issued consolidated financial statements for the years ended Dec.
31, 2011 and Dec. 31, 2010 should no longer be relied upon.

Moreover, defendants admitted that it was necessary to restate the
Company's previously issued consolidated financial statements to
accrue a liability and recognize a loss for the estimated costs of
installing the Court-ordered water treatment facilities.

Further, the complaint alleges that the defendants were also
making false and misleading statements about the Company's
business health and continuing prospects.  In particular, the
defendants continuously touted that the Company's "operations are
performing well" and that the Company is positioned for "future
growth."  Then, on July 9, 2012, Patriot Coal shocked the market
when discloses that it and substantially all of its wholly owned
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code.  When the true state of
the Company's business health became public, Patriot Coal's shares
dropped 72%, from a closing pricing of $2.19 on July 6, 2012, to a
closing price of $0.61 at the end of the day on July 9, 2012.

If you purchased or otherwise acquired Patriot stock during the
Class Period and wish to serve as lead plaintiff, you must move
the court no later than Nov. 20, 2012.  To discuss your
shareholder rights, please contact attorney Gregory E. Del Gaizo
at 800-350-6003, via email at info@robbinsumeda.com, or via the
shareholder information form.

Robbins Umeda LLP is a nationally recognized leader in securities
litigation and shareholder rights law.  The firm represents
individual and institutional investors in shareholder derivative
and securities class action lawsuits, and has helped its clients
realize more than $1 billion of value for themselves and the
companies in which they have invested.

                         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: Has Final Authority to Obtain Financing from FDIC
---------------------------------------------------------------
On Sept. 21, 2012, the U.S. Bankruptcy Court for the Northern
District of New York entered a final order authorizing Peak
Resorts, Inc., et al., to obtain postpetition financing of up to
$1.8 million on a senior secured superpriority basis from the
Federal Deposit Insurance Corporation, in its capacity as Receiver
for Tennessee Commerce Bank.  A copy of the final DIP financing
order is available at:
http://bankrupt.com/misc/peakresorts.doc113.pdf

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Has Access to FDIC Cash Collateral Until March 31
---------------------------------------------------------------
On Sept. 21, 2012, the U.S. Bankruptcy Court for the Northern
District of New York entered a final order authorizing Peak
Resorts, Inc., et al., to use cash collateral of the prepetition
lender, the Federal Deposit Insurance Corporation, as receiver for
Tennessee Commerce Bank, through and including the earlier of (a)
March 31, 2013, or (b) termination of the Final Order, solely in
accordance with a budget, with a 5% overage expense variance for
the budgeted items.

Prepetition, Tennessee Commerce Bank provided secured financing to
the Debtors in the approximate amount of $47,000,000 secured by
substantially all of the Debtor's assets.

As adequate protection, the FDIC-Receiver is granted replacement
security interests in the postpetition collateral.  The FDIC-
Receiver is also granted, subject to the Carve Outs for
professional fees of the Debtors' attorneys and professional fees
of the Committee's attorneys and other professionals, a
superpriority claim as provided in Sections 503(b) and 507(b) of
the Bankruptcy Code.

As additional adequate protection, the FDIC-Receiver will receive
reimbursement from the Debtors and their estates of all fees,
costs and expenses incurred after the Petition Date payable to the
FDIC-Receiver under the Prepetition Loan Documents.

A copy of the Final Cash Collateral Order is available at:

          http://bankrupt.com/misc/peakresorts.doc114.pdf

                        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.




PENN TREATY: Broadbill Partners Discloses 6.8% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Broadbill Partners GP, LLC, and its
affiliates disclosed that as of Sept. 18, 2012, they beneficially
own 1,573,689 shares of common stock of Penn Treaty American
Corporation representing 6.8% of the shares outstanding.
Broadbill Partners previously reported beneficial ownership of
1,323,689 common shares or a 5.7% equity stake as of Aug. 10,
2012.  A copy of the amended filing is available at
http://is.gd/EFacH9

                    About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PENN TREATY: Alan Parsow Resigns from Board of Directors
--------------------------------------------------------
Alan Parsow resigned from the Board of Directors of Penn Treaty
American Corporation on Sept. 17, 2012.  At the time of his
resignation, Mr. Parsow served on the Investment Committee and the
Executive Committee.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PEP BOYS-MANNY: Moody's Rates $200-Mil. Senior Secured Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to The Pep Boys-
Manny, Moe & Jack proposed new $200 million senior secured first
mortgage loan, upgraded the Speculative Grade Liquidity Rating to
SGL-1 from SGL-2, and affirmed the B1 corporate family rating. The
outlook remains stable.

New rating assigned:

Proposed $200 million senior secured first mortgage loan maturing
October 2018 at Ba2 (LGD2, 29%)

Rating upgraded:

Speculative grade liquidity rating to SGL-1 from SGL-2.

Rating affirmed:

Corporate family rating at B1

Probability of Default at B1

Ratings affirmed and to be withdrawn following closing of new
senior secured first mortgage loan:

$147 million senior secured first mortgage loan at Ba2 (LGD2, 27%)

$148 million senior subordinated notes at B3 (LGD5, 79%) (assuming
full repayment)

The B1 rating continues to reflect the company's stable operating
performance, as well as the reduction in absolute debt levels that
will occur following closing of the proposed new financing. The
proposed new $200 million first mortgage loan will be used to
fully repay the existing $147 million first mortgage, with the
remaining proceeds to be combined with existing cash balances and
then utilized to fully repay the $148 million balance on the
senior subordinated notes. "While debt/EBITDA of 4.8 times is high
at the July 2012 LTM, this is mitigated by the company's $150
million in cash, which results in RCF/net debt of 21%. Upon
closing of the new financing, and repayment of the $148 million in
subordinated notes, debt/EBITDA will fall to closer to 4 times,'"
stated Moody's Senior Analyst Charlie O'Shea.

"While continuing to lag its rated peer group consisting of
AutoZone, O'Reilly, and Advance Auto from an operating performance
perspective as evidenced by its much weaker margins, Pep Boy's
continues to benefit from the positive industry fundamentals that
continue in the automotive parts and repair segment, which Moody's
believes will continue as one of the top performing segments in
retail for the next 12-18 months. The challenge for the company
going forward will be to continue to generate additional traction
on the revenue side, particularly its service component, which
will in turn lead to improvements in interest coverage, which
remains relatively weak for a B1 credit," Mr. O'Shea added.

The Ba2 rating on the proposed new senior secured first mortgage
loan reflects its solid collateral consisting of first mortgages
on an initial pool of 142 stores, and an advance rate against
appraised value of no more than 50% of the value of the pool.

The upgrade to SGL-1 of the speculative grade liquidity rating,
representing very good liquidity, reflects Pep Boy's improved
ability to generally meet all of its operating cash flow
requirements from internal sources over the next 4 quarters. This
would include the October 2013 maturity of the existing $147
million first mortgage loan if necessary.

The stable outlook reflects Moody's expectation that Pep Boy's
performance will be maintained at least at present levels, that it
will maintain good liquidity, and that financial policy will
remain conservative.

Ratings could be upgraded if operating performance continues to
improve, which would demonstrate that management's strategy was
generating continued traction as evidenced by improved levels of
EBITA, and if financial policy remains conservative.
Quantitatively, if debt/EBITDA is sustained below 4.25 times or if
RCF/net debt is sustained above 20%, and EBITA/interest expense is
sustained above 2 times, ratings could be upgraded.

Ratings could be downgraded in the event operating performance
deteriorates, which could indicate that management's strategy was
losing traction, or if financial policy were to become aggressive.
Quantitatively, ratings could be downgraded if debt/EBITDA
increased above 5 times or RCF/net debt dropped below 12% or
EBITA/interest remained around 1.5 times for a sustained period.
Stagnating or falling sales and/or margins, which could indicate
that the company's strategic execution was faltering, could lead
to negative rating pressure.

The principal methodology used in rating Pep Boys 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.

Pep Boys provides automotive parts and service for consumers and
commercial businesses through approximately 700 locations in 35
states and Puerto Rico. Based in Philadelphia, Pennsylvania, its
annual revenues are around $2 billion.


PEREGRINE FINANCIAL: Customers to Receive Initial $123 Million
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Peregrine Financial Group Inc. will
make a $123 million interim distribution to former customers.

According to the report, the bankruptcy judge in Chicago approved
the distribution at a hearing Sept. 20.  The trustee is holding
back $58 million from what he's recovered.  The trustee's lawyer
said there is an additional $44 million from which it's probable
that foreign exchange and metals customers will be paid in full.

The report relates that the trustee filed formal lists in
bankruptcy court showing assets of $270 million and liabilities
totaling $525.3 million, mostly owing to customers.

                     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.


PERRY COUNTY: Plan Confirmed, Court Closes Reorganization Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Alabama
entered a final decree closing the Chapter 11 cases of Perry
County Associates, LLC, et al.  The Court has confirmed the
Chapter 11 Plan on Dec. 15, 2010.  The Court, in its order, said
that the estate of the Debtor has been fully administered.  All
quarterly fees have been paid.

                  About Perry County Associates

Atlanta, Georgia-based Perry County Associates, LLC, owns and
operates the Arrowhead Landfill in Uniontown, Alabama (Perry
County).  It filed for Chapter 11 bankruptcy protection on
Jan. 26, 2010 (Bankr. S.D. Ala. Case No. 10-00277).  Affiliate
Perry Uniontown Ventures I, LLC, filed a separate Chapter 11
bankruptcy petition (Bankr. S.D. Ala. Case No. 10-00276).  Jeffery
J. Hartley, Esq. at Helmsing, Leach, Herlon, Newman & Rouse,
assists the Debtors in their restructuring effort.  PCA disclosed
$0 in assets and $10,793 in liabilities.  Perry Uniontown
disclosed $15,009,538 in assets and $67,489,007 in liabilities.

On Aug. 16, 2010, the Debtors filed their Joint Plan of
Reorganization and Disclosure Statement, as amended pursuant to
the Court's Order approving the Disclosure Statement entered on
Oct. 8, 2010.

On Dec. 15, 2010, the Court entered an order confirming the Plan.
The Court entered an amended order confirming the Plan on Dec. 22,
2010.  On May 20, 2011, the Court entered an order approving
certain modifications to the Plan and set May 21, 2011, as the
Effective Date of the Plan

Under the Plan, the Debtors were required to meet certain
milestones including payment in full of the secured debt owed to
the holders of the Notes by October 2011.  In the event that those
milestones were not met, the Plan provided that the assets of PUV
and PCA would be placed into a Liquidating Trust and a Liquidating
Trustee would be appointed.

On Sept. 8, 2011, this Court entered an order approving a
settlement agreement between the Debtors, the noteholders and
certain other parties, which, among other things, provided for the
transfer of PUV's assets into the Liquidating Trust and the
appointment of the Liquidating Trustee.

David J. Messina, Esq., and Fernand L. Laudumiey, IV, Esq.,
represent James M. Grady, the Liquidating Trustee of PUV and PCA,
as counsel.


PHIL'S CAKE: Access to Cash Collateral Expires Sept. 27
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized, on an interim basis, Phil's Cake Box Bakeries, Inc.,
to use cash collateral in which Southern Commerce Bank, N.A.;
Zions First National Bank; Heritage Bank; and Colson, as successor
interest to the United States Small Business Association and the
Florida Business Development Corporation, may assert liens and
security interests, until the date of the final hearing on Sept.
27, 2012, at 2:30 p.m., pursuant to a budget.  The Court
previously entered a cash collateral bridge order covering the
time between the Petition Date and the Sept. 13, 2012 hearing.

The Debtor will furnish to counsel for SCB a revised budget at
least 2 business days in advance of the final hearing.

As adequate protection, the Secured Creditors are granted
replacement liens on all of the assets and property acquired by
the Debtor or the estate on or after the Petition Date.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


PHIL'S CAKE: Hiring Will Maloney as Chief Restructuring Advisor
---------------------------------------------------------------
Phil's Cake Box Bakeries, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for authorization to employ William
Maloney and Bill Maloney Consulting as chief restructuring advisor
to the Debtor, nunc pro tunc to the Petition Date.

Maloney will provide these services:

  a. Reviewing the Debtor's status and providing recommendations
     as to the restructuring strategy of the business;

  b. Assisting the Debtor and negotiating with creditors and
     meeting the custodial and reporting requirements of the
     lenders;

  c. Assisting in evaluating restructuring options;

  d. Assisting the Debtor in managing and complying with the
     requirements imposed by the Bankruptcy Code and the
     Bankruptcy Court;

  e. Providing advisory services to the senior management team
     in developing a plan of reorganization; and

  f. Performing such other tasks as may be agreed to by the
     Debtor and Maloney.

Under the terms of the engagement agreement, Maloney will charge
$325 per hour for its services.

The Debtor believes that Maloney is disinterested as required by
Section 327(a) of the Bankruptcy Code and Rule 2014 of the
Federal Rules of Bankruptcy Procedure.

The hearing to consider the motion to employ Maloney as chief
restructuring advisor will be held on Sept. 27, 2012, at 2:30 p.m.

                      About Alessi's Bakeries

Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family.  The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.

Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa.  The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space.  Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa.  Alessi's owns both locations.

As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.

Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.

Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012.  Bankruptcy Judge K. Rodney May
oversees the case.  Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel.  The
petition was signed by Philip Alessi, Jr., president.


POLI-GOLD CORP: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona dismissed the Chapter 11 case of Poli-Gold,
L.L.C.

As reported in the Troubled Company Reporter on June 22, 2012, the
Debtor related that it filed for bankruptcy protection to avoid
foreclosure of certain of its real properties and to restructure
its obligations with three major creditors including secured
lenders Arizona Havasu, LLC and Horizon Community Bank and claims
by the U.S. Environmental Protection Agency concerning the
Debtor's development of its resort property in Panguitch Lake,
Utah.  Through this proceeding the Debtor has engaged with each of
its major creditors and has received Court approval of
arrangements with each creditor that resolved or restructured its
obligations.

The Debtor said that there is no further need for the Debtor to
maintain its protection or to reorganize pursuant to Chapter 11 of
the Bankruptcy Code.

The Debtor said that it has filed its monthly operating reports.
Thus, when the U.S. Trustee determines the final amount of
quarterly fees, plus any interest and penalties owing to the U.S.
Trustee, if any, the Debtor will pay the fees no later than
Oct. 31, 2012.

                          About Poli-Gold

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-37018) on Nov. 17, 2010.  Attorneys at Engelman
Berger, P.C., served as the Debtor's bankruptcy counsel.  Keller
Williams River Cities Specialists serves as real estate listing
broker.  In its schedules, the Debtor disclosed assets of
$30,384,943 and liabilities of $14,401,515 as of the petition
date.


PROELITE INC: Isaac Blech Discloses 81.3% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isaac Blech disclosed that as of Sept. 21,
2012, he beneficially owns 289,744,000 shares of common stock of
ProElite, Inc., representing 81.3% of the shares outstanding.
Mr. Blech previously reported beneficial ownership of 248,352,000
common shares or a 78.8% equity stake as of Aug. 22, 2012.  A copy
of the amended filing is available for free at http://is.gd/vFVoP5

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008, management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company also
notified the SEC regarding the late filing of its annual report on
Form 10-K for the period ended Dec. 31, 2011.


RAAM GLOBAL: Moody's Confirms 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed RAAM Global Energy Company's
Corporate Family Rating (CFR) at Caa1 and its senior secured note
rating at Caa2. This concludes the review for upgrade initiated on
April 2, 2012. The outlook is stable.

Issuer: RAAM Global Energy Company

Confirmations:

Corporate Family Rating, Caa1

Probability of Default Rating, Caa1

Senior Secured Rating, Caa2

RATINGS RATIONALE

The Caa1 CFR reflects RAAM's modest scale and concentration in the
GOM with its technical challenges including capital intensity,
high decline rates and high finding and development (F&D) costs,
particularly since it is operating from a relatively small asset
base. Although RAAM has grown its reserves and annual production
by 25% and 20%, respectively, since 2010, it remains comparatively
small relative to the rated E&P peer group. Moreover, given its
short 3.3 year proved developed (PD) reserve life, debt to PD
reserves is a very high $18 per Boe at June 30, 2012, reflecting
the need for high ongoing capital spending rates to address the
high decline rates inherent in GOM production. The rating is
supported by the reasonably sized and stable 26% oil component of
RAAM's total production volumes in the current favorable price
environment, a degree of diversification with onshore operations
in several different areas, an experienced management team and an
established operational track record over a series of industry
cycles.

The stable outlook is based on Moody's expectation that RAAM will
continue to replace production and reserves at a pace consistent
with 2012's operating performance while managing its liquidity
without significantly raising its leverage from current levels. A
rating upgrade could be considered if the company is able to
maintain a sustained leveraged full cycle ratio above 1.0x and
grow average daily production to at least 15 mBOE. Moody's could
downgrade the ratings if debt to average daily production
increases above $30,000 per BOE for a sustained period while
evidencing a declining production trend despite steady or
increasing capital spending.

The Caa2 senior secured notes rating reflects both the overall
probability of default of RAAM, to which Moody's assigns a PDR of
Caa1, and a loss given default of LGD 4 (60%). The priority of the
senior secured revolver's first lien claim relative to the senior
secured notes' second lien claim results in the notes being rated
one notch beneath the Caa1 CFR under Moody's Loss Given Default
Methodology.

The principal methodology used in rating RAAM Global Energy
Company was the Global Independent Exploration and Production
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

RAAM Global Energy Company, headquartered in Lexington, Kentucky,
is an independent exploration and production company.


RADNET MANAGEMENT: Moody's Rates $330MM Sr. Sec. Term Loan Ba3
--------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to RadNet
Management, Inc.'s proposed $330 million senior secured term loan
and $101.25 million revolving credit facility. Concurrently,
Moody's affirmed all existing ratings including the B2 corporate
family and probability of default ratings as well as Caa1 rating
on the existing $200 million of senior unsecured notes. The
outlook remains stable.

Proceeds from the $330 million term loan are expected to be used
to refinance the existing term loan and reduce revolver borrowings
by $35 million. The proposed $101.25 million revolving credit
facility that replaces the current $121.25 million revolver is
anticipated to have $25 million of advances outstanding at the
close of the transaction. Moody's notes that although interest
expense will be largely unaffected, RadNet will benefit from
increased covenant cushion and the extended debt maturity profile
with the nearest maturity in 2017.

The affirmation of existing ratings reflects Moody's expectation
for stable credit metrics over the next 12 to 18 months.
Additionally, Moody's ratings consider that the company will
continue to drive scan volume via leverage neutral acquisitions.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to review of final
documentation):

The follow ratings were assigned:

$101.25 million senior secured revolving credit facility, due
2017, assigned Ba3 (LGD2, 28%);

$330 million senior secured term loan, due 2018, assigned Ba3
(LGD2, 28%).

The following ratings were affirmed:

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2;

$200 million senior unsecured notes, due April 2018, affirmed at
Caa1 (LGD5, 83%);

Speculative grade liquidity rating, affirmed at SGL-2.

The following ratings were affirmed and will be withdrawn at the
close of the transaction:

$121.25 million senior secured revolving credit facility, due
April 2015, affirmed at Ba3 (LGD2, 28%);

$285 million senior secured term loan, due April 2016, affirmed at
Ba3 (LGD2, 28%).

Rating Rationale

The B2 corporate family rating incorporates the expectation that
adjusted debt-to-EBITDA will remain in the 5 times range over the
next 12 to 18 months as the majority of free cash flow is
anticipated to be used for growth capital expenditures and
acquisitions in existing markets. Further, the rating reflects the
uncertain reimbursement environment. However, RadNet's leading
position in certain states may increase its negotiating leverage
with commercial payors. In addition, RadNet's strategy to become
an all-encompassing provider of diagnostic imaging services allows
the company to optimize efficiencies that support same center
volume growth and margin stability.

The stable outlook reflects Moody's expectation for organic
revenue growth in the 1-2% range. The stable outlook also
considers the expectation for disciplined acquisitions of imaging
centers and related services that do not result in increased debt
leverage. In addition, the outlook reflects the expectation that
the company will maintain a good liquidity profile.

The ratings could be upgraded if the company's expansion and
growth initiatives result in a sustained increase in revenue and
profitability. There could also be upward pressure on the ratings
if adjusted free cash flow-to-debt was to be sustained above 5% on
a projected basis and adjusted debt-to-EBITDA was to be sustained
below 4.0 times on a projected basis. Furthermore, visibility in
the reimbursement environment would be necessary in order for the
ratings to be upgraded.

The ratings would be downgraded if the company's liquidity
position was to weaken significantly, continued acquisition
activity resulted in a sustained increase in adjusted debt
leverage above 6.0 times and/or decline in adjusted EBITA-to-
interest expense to below 1.0 times. In addition, any adverse
developments in the reimbursement environment that would
materially impact RadNet's financial position could also be a
cause for a downgrade.

The principal methodology used in rating RadNet Management, Inc.
was the Global Healthcare Service Providers Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

RadNet, headquartered in Los Angeles, California, provides
diagnostic imaging services through a network of 237 diagnostic
imaging facilities located in seven states, primarily in
California, Maryland, and New York. Trailing twelve month revenues
for the period ended June 30, 2012 were $663 million.


RESIDENTIAL CAPITAL: JPMorgan Objects to 'Lift Stay' Procedures
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that no good deed goes unpunished, including the attempt
by Residential Capital LLC to propose streamlined procedures
allowing lenders to foreclosure mortgages coming ahead of
ResCap's.

According to the report, ResCap said in papers filed earlier this
month that it owns or services about 200,000 mortgage loans with
principal balances aggregating about $6.6 billion.  With regard to
those homes, other lenders have mortgages that come ahead of
ResCap's.  As a consequence of the automatic bankruptcy stay, the
senior lenders are prohibited from foreclosing the homeowners and
ResCap without permission from the bankruptcy judge.  To avoid
having the judge process hundreds of requests for permission to
foreclose, ResCap arranged a Sept. 27 hearing for approval of
procedures where senior lenders looking to foreclose would provide
information about the property in default.

The report relates that the senior lenders would be required to
provide an appraisal of the property or a letter from a broker
estimating value.  If ResCap, the creditors' committee and
ResCap's prospective buyers agree, bankruptcy court intervention
wouldn't be required for the senior lender to foreclose.  JPMorgan
Chase Bank NA objected and proposed even more streamlined
procedures.  Notably, the senior lender wouldn't be required to
produce evidence about value of the underlying property, thus
putting the burden on ResCap to determine whether there could be
equity for ResCap's junior mortgage.

The report notes that at the Sept. 27 hearing, the bankruptcy
judge might look at the dispute in terms of whether ResCap's
proposal requires the senior lender to produce more or less
information than would be necessary in a motion to lift the
automatic stay.

The Bloomberg report discloses that the $473.4 million of ResCap
senior unsecured notes due April 2013 traded on Sept. 20 for
29.125 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $2.1 billion in third-lien 9.625% secured notes due 2015
traded on Sept. 21 for 100.5 cents on the dollar, Trace reported.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or   215/945-7000).


RG STEEL: Frontier Plans to Restart Mingo Junction Facility
-----------------------------------------------------------
Linda Harris at The Herald Star reports that Frontier Industrial,
the company that purchased the Mingo Junction works out of RG
Steel's bankruptcy for $20 million, still is gauging the
feasibility of restarting parts of the mill.

According to the report, Frontier finalized the acquisition of the
land itself for $2 million, listing it under the name "Mingo
Junction Steel Works LLC."  According to the report, Frontier Vice
President Craig Slater reiterated the company is "seriously
considering operating this facility again.  We are talking to a
number of folks, a number of capital funds, about restarting this
facility."

The report notes RG Steel had acquired the Mingo mill from
Severstal NA.  Prior to Severstal, it had been part of Esmark
Steel and Wheeling-Pittsburgh Steel.

                          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.

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.

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.  Huron Consulting Services LLC serves as it's financial
advisor.


ROCKWOOD SPECIALTIES: Moody's Lifts Sr. Sec. Ratings From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service upgraded the senior secured ratings of
Rockwood Specialties Group, Inc.'s to Baa3 from Ba1. This action
follows the decision by Rockwood to upsize the amount of senior
unsecured notes due 2022 that it is issuing to $1.25 billion from
$750 million. The additional $500 million of notes will be split
between repaying existing term loan debt and cash to be retained
on the balance sheet. The $250 million reduction in term loan debt
reduces the proportion of secured debt in the capital structure
enough to support a one notch upgrade from the Corporate Family
Rating (CFR). Rockwood's Ba1 CFR and Ba2 senior unsecured rating
remain unchanged. The outlook is stable.

RATINGS RATIONALE

Rockwood's Ba1 Corporate Family Rating assumes that this excess
cash will be eventually used for additional acquisitions or to
reduce the remaining term loan debt. In the short-term this excess
cash will provide the company with additional liquidity at a time
of slowing global growth and uncertainty.

Ratings upgraded:

Rockwood Specialties Group, Inc.

Sr Sec Revolving Credit Facility due 2016 to Baa3 (LGD2, 20%) from
Ba1 (LGD3, 38%)

Sr Sec Term Loan A due 2017 to Baa3 (LGD2, 20%) from Ba1 (LGD3,
38%)

Sr Sec Term Loan B due 2018 to Baa3 (LGD2, 20%) from Ba1 (LGD3,
38%)

Ratings affirmed:

Rockwood Specialties Group, Inc.

Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1

Speculative Grade Liquidity Rating -- SGL1

Sr Unsecured Notes due 2020 -- Ba2 (LGD5, 75%) from (LGD5, 82%)

Sr Unsecured Shelf Registration -- (P)Ba2

Outlook - Stable

The principal methodology used in rating Rockwood was Global
Chemical Industry rating methodology published in December 2009.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc.
(Ticker: ROC). Rockwood produces of a variety of specialty
chemicals and advanced materials, including pigments, additives,
surface treatment chemicals, ceramics, and lithium. Kohlberg
Kravis Roberts & Co. L.P., its former equity sponsor, owns
approximately 9% of ROC's shares (the remainder are publicly
held), and occupies two of the seven seats on the board of
directors. Revenues were $3.6 billion for the twelve months ended
June 30, 2012.


RYLAND GROUP: Completes Offering of $250 Million of Senior Notes
----------------------------------------------------------------
The Ryland Group, Inc., completed its offering and sale of $250
million aggregate principal amount of 5.375% Senior Notes due
2022.

The notes will be the Company's general unsecured senior
obligations.  The notes will pay interest semi-annually on April 1
and October 1, beginning on April 1, 2013, at a rate of 5.375% per
year.  The notes will mature on Oct. 1, 2022, and are redeemable,
in whole or in part, at any time and from time to time under the
terms provided in the indenture and supplemental indenture under
which they are issued.  The notes will be guaranteed by
substantially all of the Company's direct and indirect wholly
owned homebuilding subsidiaries.

The Company intends to use the net proceeds from this offering for
general corporate purposes, which may include repayment or
repurchase of outstanding indebtedness.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted
as the joint-book running managers, and Deutsche Bank Securities
Inc. and Wells Fargo Securities, LLC, acted as co-managers.  The
notes were issued pursuant to an effective shelf registration
statement that was previously filed by the Company with the
Securities and Exchange Commission and became effective
immediately upon filing.

The offering was made by means of a prospectus supplement and
accompanying prospectus.  Copies of the prospectus supplement and
accompanying prospectus may be obtained from J.P. Morgan
Securities LLC at 1-212-834-4533 or by mail to Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
Attention: Post-Sale Fulfillment; and Citigroup Global Markets
Inc. toll free at 1-877-858-5407 or by mail to Citigroup Global
Markets Inc., Attention: Prospectus Department, Brooklyn Army
Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220,
(877) 858-5407.  An electronic copy of the prospectus supplement
and accompanying prospectus may also be obtained at no charge at
the Securities and Exchange Commission's Web site at www.sec.gov.

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $1.80 billion
in total assets, $1.32 billion in total liabilities, and
$485.67 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SAAB CARS: Panel OK'd to Retain MBAF CPAs as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Statutory Committee of Unsecured Creditors in the Chapter 11
cases of Saab Cars North America, Inc. to retain MBAF CPAs LLC as
financial advisor.

MBAF CPA is expected to, among other things:

   -- advise and assist the Committee with respect to any proposed
      financing and use of cash collateral that the Debtor may
      seek;

   -- advise and assist the Committee in identifying or reviewing
      any preference payments, fraudulent conveyances and other
      potential causes of action that the Debtor's estates may
      hold against insiders or third parties; and

   -- analyze the Debtor's assets and analyze possible recovery to
      the various creditor constituencies under various scenarios.

                         About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SABRE INC: Moody's Assigns 'B1' Rating to $250MM Sr. Sec. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to a $250 million
senior secured notes add-on offered by Sabre, Inc., a wholly-owned
subsidiary of Sabre Holdings Corporation. No other ratings were
impacted, including Sabre's B2 Corporate Family Rating ("CFR") and
stable ratings outlook.

Rating assigned (and Loss Given Default assessment) to Sabre, Inc:

-- Proposed $250 million add-on to Sabre, Inc.'s 8.5% first lien
notes due 2019, B1 (LGD 3, 41%)

Existing ratings (and Loss Given Default assessments):

-- Corporate Family Rating, B2

-- Probability of Default Rating, B2

-- $216 million Sabre, Inc. first lien revolver due March 2013, B1
(LGD 3, 41%)

-- $284 million Sabre, Inc. first lien revolver due September
2016, B1 (LGD 3, 41%)

-- $645 million Sabre, Inc. first lien term loan due September
2014, B1 (LGD 3, 41%)

-- $1.2 billion Sabre, Inc. first lien term loan due September
2017, B1 (LGD 3, 41%)

-- $780 million Sabre, Inc. first lien term loans due December
2017, B1 (LGD 3, 41%)

-- $400 million Sabre, Inc. 8.5% first lien notes due 2019, B1
(LGD 3, 41%)

-- $400 million Sabre Holdings 8.35% senior unsecured notes due
March 2016, Caa1 (LGD 6, 92%)

RATINGS RATIONALE

The refinancing has no ratings impact as it is leverage-neutral
and improves Sabre's debt maturity wall. Interest expense and cash
flow will be modestly impacted from a higher interest rate. Sabre
has improved its financial leverage (debt / EBITDA) through steady
debt reduction and earnings growth, and Moody's anticipates that
leverage will fall below 5 times over the next 12-18 months.

Sabre's B2 CFR reflects uncertainty regarding the global
distribution system ("GDS") business model in light of disputes
with certain airlines seeking to reduce distribution costs.
Although Sabre's GDS segment continues to grow volumes, an
unfavorable legal outcome could shift air travel bookings to a
direct supply model from the airlines over time, or lead to
pricing concessions. Nonetheless, Sabre's software and services
are entrenched in the processes and systems of online and
traditional travel agencies and provide efficiencies and pricing
transparency that consumers demand. Travelocity, Sabre's online
travel agency, continues to underperform compared to peers but
this segment represents just 10% of consolidated earnings.
Shortfalls have been mitigated by organic revenue growth in the
software-as-a-service and GDS segments, which are larger
contributors to profitability.

The stable outlook reflects Moody's expectation that consolidated
revenues will grow 3-5% annually over the next 12-18 months,
driven primarily by organic expansion in the airline and hotel
software-as-a-service segment. The ratings could be downgraded if
volumes or pricing come under stress from the loss of significant
customers or due to anticipated shifts in the distribution of
travel supply throughout the industry, financial leverage is
sustained above 6 times, or liquidity deteriorates. The ratings
could be upgraded if Sabre were to favorably resolve the anti-
trust lawsuits by American Airlines and U.S. Airways and the
investigation by the DOJ, successfully renew its major supplier
contracts, demonstrate organic revenue and earnings growth,
improve its liquidity profile, and reduce debt so that financial
leverage could be sustained below 5.5 times during a cyclical
downturn.

Headquartered in Southlake, Texas, Sabre owns one of the three
largest global distribution systems, a leading software-as-a-
service business that provides technology solutions to travel
suppliers globally, and an online travel agency (Travelocity).
Sabre is owned by TPG Partners, Silver Lake Partners and other
co-investors. Annual revenues approximate $3 billion.


SBA COMMUNICATIONS: Moody's Rates New $300-Mil. Senior Notes B2
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 (LGD-6, 93%) rating to
SBA Communications Corporation's ("SBAC" or "the company")
proposed $300 million senior unsecured notes due 2019. Proceeds
are expected to be used to fund a portion of the cash
consideration in connection with the $1.45 billion TowerCo
acquisition, anticipated to close later this year, and for general
corporate purposes if the TowerCo acquisition does not close. In
conjunction with this capital raise, SBAC intends to retire the
unused TowerCo acquisition bridge facility. As part of this rating
action, Moody's upgraded SBAC's speculative grade liquidity rating
to SGL-2 from SGL-3 to reflect the company's improved liquidity
profile following this note issuance and the string of financings
earlier this year. Collectively, these financings provide more
than sufficient liquidity to: (i) extinguish outstanding debt on
the Mobilitie bridge loan, and retire it and the TowerCo bridge
facility; (ii) pay down the entire outstanding debt under the $700
million revolving credit facility thus freeing up capacity for
future funding needs; and (iii) fund the pending TowerCo purchase
with permanent financing. Moody's also affirmed SBAC's Corporate
Family Rating (CFR) and Probability of Default Rating (PDR), both
at Ba3, as well as the ratings on the existing debt at SBA Senior
Finance II LLC ("SBAF") and SBA Telecommunications, Inc. ("SBAT"),
two indirect wholly-owned subsidiaries of SBAC. The rating outlook
is negative.

RATINGS RATIONALE

SBAC's Ba3 CFR reflects the company's high adjusted debt to EBITDA
leverage relative to peers, which is due in large part to debt-
financed acquisitions, capital expenditures and increased stock
buybacks. The rating does consider SBAC's scale as well as the
stability of much of its revenue and cash flow generation, which
are predominantly derived from contractual relationships with the
largest wireless operators in the US. Moody's believes that the
fundamentals of the wireless tower sector will remain favorable
through the next several years. Finally, the rating reflects
Moody's view that SBAC will likely temper its acquisition activity
for the near term, as it gradually integrates the two large
acquisitions of Mobilitie and TowerCo, both purchased this year.
Moody's expects SBAC's adjusted debt to EBITDA leverage to remain
above 9.0x (Moody's adjusted) levels at the end of 2012 due to the
additional debt taken on as part of the TowerCo acquisition,
before reducing to a range of 7.75x to 8.25x by 2014 through a
combination of EBITDA growth and debt repayment. In addition,
TowerCo has high exposure to the Sprint iDen towers which are
scheduled to be decommissioned in 2015 and 2018. As a result,
future revenue growth could be hampered if SBAC cannot offset the
iDen revenue losses with revenue from new tenants or carriers
augmenting their cell site equipment as they upgrade to fourth
generation (4G) wireless networks.

Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default (LGD) rating
framework for high-yield issuers, as well as dependent on the
specific levels of debt at various legal entities. It is probable
that further changes in the composition of the capital structure
could lead to ratings volatility among the individual instruments
depending on how the company refinances the unrated SBAC
convertible debt maturing May 2013 ($535 million outstanding) and
October 2014 ($500 million outstanding).

The upgrade of the speculative grade liquidity rating to SGL-2
reflects Moody's expectation that SBAC will maintain good
liquidity over the next twelve months. The proposed issuance of
$300 million senior notes represents the final phase in a string
of capital market financings orchestrated over the past several
months to permanently fund the Mobilitie and TowerCo acquisitions,
eliminate the two associated bridge loan facilities and restore
full availability under the newly upsized $700 million revolving
credit facility. Revolver capacity combined with expected free
cash flow generation and asset sales proceeds should give SBAC
more than sufficient liquidity to fund the $535 million 1.875%
convertible notes maturing May 2013, if they are not converted to
equity and SBAC is unable to tap the capital markets to repay the
notes. Moody's expectation that SBAC will have ample cushion under
its maintenance covenants also supports the SGL-2 liquidity
rating. To the extent SBAC successfully refinances the convertible
notes (or they are converted to equity) and the company maintains
healthy cash levels following the TowerCo closing, the liquidity
rating could be restored to its prior SGL-1 level.

Rating Outlook

The negative outlook reflects the additional risk that SBAC will
face in restoring its financial profile that supports its Ba3
corporate family rating. Coming on the heels of the acquisition of
Mobilitie in April, the pending purchase of TowerCo will raise
SBAC's Moody's adjusted debt to EBITDA leverage above 9.0x. In
addition, as the recently acquired properties have a lower tenancy
ratio, the company's cash generation relative to debt will remain
near the downgrade triggers until SBAC is able to add more
wireless carriers on the newly acquired towers.

What Could Change the Rating - Down

Ratings could be downgraded if weakening industry fundamentals or
SBAC's aggressive expansion plans result in the following Moody's
adjusted key credit metrics on a sustained basis: debt to EBITDA
over 8.5x, (EBITDA-Capex) to interest remaining in the 1x range
and free cash flow to debt in the low single digits.

What Could Change the Rating - Up

While unlikely in the near-term, ratings may be considered for an
upgrade if SBAC delivers the following Moody's adjusted key credit
metrics on a sustained basis: debt to EBITDA of 7x, (EBITDA-Capex)
to interest approaching 2x, and free cash flow to debt greater
than 5%.

Ratings Assigned:

  Issuer: SBA Communications Corporation

$300 Million Senior Notes due 2019 - B2 (LGD-6, 93%)

Ratings Upgraded:

  Issuer: SBA Communications Corporation

Speculative Grade Liquidity, to SGL-2 from SGL-3

Ratings Affirmed:

  Issuer: SBA Communications Corporation

Corporate Family Rating -- Ba3

Probability of Default -- Ba3

  Issuer: SBA Senior Finance II, LLC

$700 Million Senior Secured Revolving Credit Facility due April
2017 - Ba2 (LGD-3, 40%)

$200 Million Senior Secured Term Loan A due May 2017 - Ba2 (LGD-3,
40%)

$500 Million Senior Secured Term Loan B due June 2018 - Ba2
(LGD-3, 40%)

$300 Million Senior Secured Incremental Term Loan B due September
2019 - Ba2 (LGD-3, 40%)

  Issuer: SBA Telecommunications, Inc.

$244 Million 8.25% Senior Notes due August 2019 -- B1 (LGD-5, 79%)

$800 Million 5.75% Senior Notes due July 2020 -- B1 (LGD-5, 79%)

The assigned 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.

The principal methodology used in rating SBA Communications
Corporation was the Global Communications Infrastructure 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.

With headquarters in Boca Raton, Florida, SBA Communications
Corporation, through its wholly-owned operating subsidiaries, is
the third largest independent operator of wireless tower assets in
the US. The company derives its revenue by leasing site space on
its 16,200 towers (pro forma for the Mobilitie LLC and TowerCo
acquisitions) in the US, Canada, and Central America to wireless
service providers, with the remaining revenue derived from its
site development business, which provides network services
relating to sites or wireless infrastructure for customers.
Revenue was $781 million for the twelve months ended June 30,
2012.


SHERIDAN INVESTMENT: Moody's Rates $800MM Sr. Sec. Term Loan B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new $800
million senior secured term loan which will be split amongst
Sheridan Investment Partners I, LLC, Sheridan Production Partners
I-A, L.P., and Sheridan Production Partners I-M, L.P.
(collectively Sheridan). The term loans are pari-passu with the
partnerships' revolving credit facilities and the proceeds will be
used to repay Sheridan's existing $584 million term loans and to
reduce outstandings under its revolving credit facilities.
Sheridan's existing ratings and outlooks are unchanged.

"The possibility of a new $800 million term loan was incorporated
into our thinking in May 2012 when we upgraded Sheridan's CFR to
B1 from B2," said Stuart Miller, Moody's Vice President -- Senior
Credit Officer. "Moody's continues to believe that Sheridan's
long-life reserve position, its high cash margins, and the
protection afforded by the credit facility's borrowing base
mechanism support a B1 senior secured rating despite limited
growth opportunities for the partnership."

Assignments:

  Issuer: Sheridan Investment Partners I, LLC

    Senior Secured Term Loan, Assigned a rating of B1 (LGD3-34%)

  Issuer: Sheridan Production Partners I-A, LP

    Senior Secured Term Loan, Assigned a rating of B1 (LGD3-34%)

  Issuer: Sheridan Production Partners I-M, LP

    Senior Secured Term Loan, Assigned a rating of B1 (LGD3-34%)

RATINGS RATIONALE

Sheridan's reserve base is very low-risk with a very predictable
decline curve as its portfolio of assets is dominated by older
properties that have been on production for many years. In
addition, compared to most traditional exploration and production
companies, Sheridan's drilling risk is modest as its capital
expenditures are primarily ear-marked for the drilling of infill
and delineation wells in and around well-defined producing
reservoirs. With approximately 55% of Sheridan's production
comprised of oil and natural gas liquids, the partnership has been
able to realize a robust unleveraged cash margin of about $46 per
Boe for the last twelve months ending June 30, 2012. This high
margin and an aggressive commodity hedging program provides
protection from short term oil and natural gas price volatility.
The high operating margin also helps to offset Sheridan's
relatively high level of finding, development, and operating costs
-- Sheridan's leveraged full cycle ratio was in excess of 2.8x at
the end of June 2012. While limited in scale, Sheridan has
relatively strong leverage metrics. At June 2012, debt to proved
developed reserves was about $8.50 per Boe, a level more typical
of a Ba rated exploration and production company. However,
expectations for significant equity distributions and limited
growth prospects in the future most likely preclude any future
positive rating actions.

Pro forma for the new term loan, Sheridan has good liquidity with
positive free cash flow, a high degree of flexibility for capital
expenditures and distributions, and about $150 million of
borrowing capacity under its $500 million revolving credit
facility that matures in March 2015. The financial covenant
restrictions in its credit facility allow for significant business
deterioration, however the semi-annually re-determined borrowing
base, currently set at $1.3 billion, provides the most meaningful
governor on leverage. Secondary liquidity is limited because the
vast majority of the company's assets are pledged as security for
the credit facility. Given the limited growth prospects for
Sheridan and its business strategy, further ratings improvements
are unlikely. However, if the company chooses to apply its free
cash flow to debt reduction so that the ratio of debt to proved
developed reserves is less than $5 per Boe or retained cash flow
to debt exceeds 30%, it could signal a change in financial
policies that could warrant an upgrade. A ratings downgrade could
be appropriate if debt to proved developed reserves exceeds $10
per Boe.

The principal methodologies used in this rating were Independent
Exploration and Production (E&P) Industry published in December
2008.Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


SEALY CORP: Hayman Capital Discloses 5.9% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hayman Capital Management, L.P., and its affiliates
disclosed that as of Sept. 10, 2012, they beneficially own
5,644,245 shares of common stock of Sealy Corporation representing
5.9% of the shares outstanding.  A copy of the filing is available
for free at http://is.gd/7CX3IA

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at May 27, 2012, showed $923.55
million in total assets, $988.20 million in total liabilities and
a $64.64 million total stockholders' deficit.

                           *     *      *

Sealy carries 'B' local and issuer credit ratings, with stable
outlook, from Standard & Poor's.


SEARCHMEDIA HOLDINGS: Sells Additional 855,000 Common Shares
------------------------------------------------------------
SearchMedia Holdings Limited closed on the second tranche of its
previously announced stock purchase agreement with certain
accredited investors, pursuant to which the Company sold in a PIPE
transaction an aggregate of an additional 855,000 shares of the
Company's common stock, par value $0.0001 per share, at a price
per share of $1.00.

The Company previously closed on the first tranche of 6.1 million
shares with a per share price of $1.00 per share on Aug. 17, 2012.
The terms and conditions of the Stock Purchase Agreement include
standard representations and warranties.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


SEARS HOLDINGS: Adopts New 2012 LTIP Performance Goals
------------------------------------------------------
The Compensation Committee of the Board of Directors of Sears
Holdings Corporation adopted new 2012-2014 performance goals and
measures under the Sears Holdings Corporation Long-Term Incentive
Program.

The 2012 LTIP provides the opportunity for participating salaried
employees who hold a position of divisional vice president or
higher to receive a long-term incentive award equal to either a
percentage of his or her base salary or a dollar amount subject to
the attainment of performance goals in any one fiscal year in
fiscal years 2012 through 2014.

Awards under the 2012 LTIP represent the right to receive cash or,
at the discretion of the Compensation Committee, shares of the
Company's common stock in lieu of cash or a combination of cash
and shares upon the achievement of certain performance goals.  The
issuance of common stock under the 2012 LTIP is contingent on the
availability of shares of stock under a shareholder-approved plan
of the Company providing for the issuance of shares in
satisfaction of 2012 LTIP awards.

The 2012 LTIP also provides that the Company will seek
reimbursement from executives if the Company's financial
statements or approved financial measures are subject to
restatement due to error or misconduct, to the extent permitted by
law.

Opportunities for participants under the 2012 LTIP are based on
either 100% SHC LTIP EBITDA or a combination of SHC LTIP EBITDA
and Business Operating Profit for one or more business units.  The
Compensation Committee has determined which performance measure or
measures applies to each participating executive officer.

Dane A. Drobny, Senior Vice President, General Counsel and
Corporate Secretary, and William K. Phelan, Senior Vice President,
Finance, are the only executive officers named in the Company's
2012 proxy statement who participate in the 2012 LTIP.  For each
of Messrs. Drobny and Phelan, achievement of the SHC LTIP EBITDA
performance goal accounts for 100% of their 2012 LTIP opportunity.
The threshold level of performance for the SHC LTIP EBITDA measure
is approximately 80% of SHC LTIP EBITDA target in any year of the
three-year performance period.  A threshold level of performance
will generate a payout at 25% of the 2012 LTIP target opportunity
and a target level of performance will generate a payout at 100%
of the 2012 LTIP target opportunity.  The maximum LTIP incentive
opportunity under the 2012 LTIP is 200% of the participant's
target award amount (which is reached at 150% of target
performance).  The target award percentage under the 2012 LTIP for
each of Messrs.  Drobny and Phelan is 150% of base salary.

                            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.


SPIRIT FINANCE: Offering 29 Million Common Shares
-------------------------------------------------
Spirit Realty Capital, Inc., formerly Spirit Finance Corp, filed
with the U.S. Securities and Exchange Commission a free writing
prospectus relating to the offering of 29 million shares of common
stock.  The underwriters have an option to sell additional 4.3
million shares.

The Company estimates that the net proceeds from this offering
will be approximately $394.6 million ($455.2 million if the
underwriters exercise their over-allotment option in full).

The Company intends to use these net proceeds plus available cash
to repay its outstanding $399 million TLB, to pay $15.6 million of
estimated costs and expenses associated with securing lenders'
consents to this offering and the secured revolving credit
facility the Company expects to enter into upon completion of this
offering and any remainder for general business and working
capital purposes, including potential future acquisitions.

A copy of the FWP as filed with the SEC is available at:

                         http://is.gd/rQC0k7

                        About Spirit Finance

Spirit Finance Corporation, headquartered in Phoenix, Arizona, is
a REIT that acquires single-tenant, operationally essential real
estate throughout United States to be leased on a long-term,
triple-net basis to retail, distribution and service-oriented
companies.

                            *    *     *

As reported by the TCR on Feb. 16, 2012, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Spirit
Finance Corp and the Company's 'CCC+' issue-level rating on the
company's term loan.

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


SUMMIT MATERIALS: S&P Affirms 'BB-' CCR; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Washington, D.C.-based Summit Materials LLC to negative from
stable. "At the same time, we affirmed our ratings, including the
'BB-' corporate credit rating," S&P said.

"The outlook revision reflects our assessment that Summit's
operating results and credit measures for full-year 2012 will
likely be weaker than our prior expectations because of flat to
slightly lower aggregates demand in several of Summit's markets, a
highly competitive highway construction market, and inconsistent
(but improving) housing market recovery," said Standard & Poor's
credit analyst Thomas J. Nadramia.

"In our previous base case scenario, we expected Summit's 'same
store' revenues for 2012 would be about the same when compared
with 2011, due to highway spending that would be flat to slightly
down but would be offset by increased demand from other sectors as
commercial construction and housing start activity improved," S&P
said.

"Through the first six months of 2012, while sales results were
close to expectations, operating earnings and EBITDA were about
15% behind our forecast. (Summit does not publicly disclose
financial results.) Demand for aggregates in several of Summit's
markets has been hampered by delayed highway construction, poor
weather, and competitive pressures in highway construction
businesses, which have reduced margins. As a result, we estimate
total leverage, including operating lease and post-retirement
obligations, is currently about 6x and expect it to remain above
5x during the next several quarters. In addition, we expect FFO to
debt of about 11%, less than our previous estimate of 15%, a level
we consider weak for the current rating," S&P said.

"The potential remains that leverage can be reduced further and
business volumes could recover more than expected in the third and
fourth quarter. Also, company owners Blackstone Capital Partners V
L.P. and Silverhawk Summit L.P. have the ability to contribute
capital to refund debt previously used for acquisitions. We had
previously expected leverage measures to improve to about 4.5x by
the end of 2012 and remain at about 4.0x to 4.5x over the longer
term," S&P said.

"The ratings on Summit Materials, LLC reflects what Standard &
Poor's views as the company's 'aggressive' financial risk and
'weak' business risk profiles. Summit Materials was formed to
acquire and grow building materials companies which produce
aggregates, asphalt, cement, and paving and construction
products," S&P said.

"The negative outlook reflects our expectation that due to a
weaker-than-expected first half of 2012, credit measures will be
weak for the rating over the next several quarters, exceeding 5x
at year end. We expect end-market demand for Summit's existing
asphalt, cement, and aggregates products will not change
materially over the next 12 months because infrastructure spending
and nonresidential construction will remain relatively flat and we
expect further improvement in residential construction markets,"
S&P said.

"We also expect the company to continue growing via acquisitions
likely funded through a mix of debt and equity, with the potential
to reduce leverage to under 5x in 2013. However, we could lower
our rating if renewed recessionary pressures cause a decline in
demand or margins resulting in a lack of progress in reducing
leverage to below 5x over the next 12 months. This could occur if
housing starts fail to increase to the forecasted 900,000-plus
starts or if the economy experiences renewed recessionary
pressures," S&P said.

"For a higher rating, Summit would need to expand the size and
scale of its businesses and increase its geographical diversity
through additional acquisitions, such that we view its business
risk improves to 'fair' from 'weak'. In addition, we would expect
pro forma leverage to be maintained below 4x. This could occur if
continued acquisitions bring total revenues well above $1 billion
and EBITDA of $200 million or higher," S&P said.


SUN RIVER: Incurs $3 Million Net Loss in July 31 Quarter
--------------------------------------------------------
Sun River Energy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss applicable to common stockholders of $3.05 million on
$21,000 of revenue for the three months ended July 31, 2012,
compared with a net loss applicable to common stockholders of
$2.65 million on $111,000 of revenue for the same period during
the prior year.

The Company's balance sheet at July 31, 2012, showed $12.71
million in total assets, $14.23 million in total liabilities and a
$1.52 million total stockholders' deficit.

                    Going concern considerations

The Company has negative working capital of $13,793,000 at
July 31, 2012.  Approximately $10,339,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company.  The Company is
attempting to raise capital to resolve the working capital
requirements and develop the oil and gas assets.  The Company has
multiple options available to meet the current financial
obligations when due:
1
   * The Company is attempting to settlement of its $4,000,000
     note payable - related party obligation with assignment of
     certain mineral rights that the Company was not anticipating
     to develop; and/or
   
   * Sun River has raised capital in a Preferred Stock offering,
     and the Company is currently attempting to raise additional
     equity through the sale of additional common stock and will
     utilize any proceeds to improve their working capital; and/or
   
   * The Company may sell a portion of its mineral rights to
     improve its working capital, in addition to other selected
     current liabilities of the Company which may be due.

However, there can be no assurance that the Company will be able
to execute any or all of the contemplated transactions, which
raises substantial doubt about the Company's ability to continue
as a going concern.

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

                       http://is.gd/yd6a7A

                          About Sun River

Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas.  Sun River has
mineral interests in two major geological areas.  Each area has a
distinct development plan, and each area brings a different value
matrix to the Company.  The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.

In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern.  The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.

The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.


SUNWEST MANAGEMENT: Faces Fraud Charges Over "Ponzi Scheme"
-----------------------------------------------------------
StatesmanJournal.com reports that Michael Harder, 47, the founder
of Sunwest Management Inc., faces a federal indictment for fraud
charges.  On Sept. 21, 2012, Mr. Harder was arraigned in Portland
and entered a not guilty plea.

According to the report, federal prosecutors accuse Mr. Harder of
operating a "Ponzi scheme" that defrauded more than 1,000
investors out of about $130 million.

The report notes, in May 2012, 17 properties, the last remnants of
Sunwest's real estate holdings, were sold at auction.

                      About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- was one of the largest
private senior living providers in the U.S.  In March 2009, U.S.
District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a national firm that specializes in fiduciary and insolvency
services -- as receiver for the Company after the Securities and
Exchange Commission filed suit against Sunwest and former CEO Jon
Harder, alleging securities fraud.

Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008.  On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.

Sunwest was later renamed Stayton SW Assisted Living.  As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton.  The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors.  The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.

Under the Plan, existing Sunwest investors were permitted to
receive either cash or securities in the new company, with a
choice between Class A preferred interests paying 6%, or up to 49%
in common interests in the joint venture.  The reorganization plan
also provides for the creation of a Trustco entity to hold certain
non-senior living assets, such as apartments, office buildings and
bare land, and liquidate the assets over time for the benefit of
the estate's investors and creditors.  The Receiver oversees
Trustco.

In August 2010, Stayton completed the sale of 132 senior living
facilities to the joint venture.  The transaction was valued at
$1.2 billion.

In December 2010, the federal equity receiver in charge of former
Oregon-based senior living provider Sunwest Management announced a
40% initial distribution to investors and other claimants in the
Sunwest securities violation case and related Chapter 11
bankruptcy proceeding.  Resources for the initial distribution
total $228 million and derive from a $1.2 billion real estate
transaction closed earlier this year, in which a joint venture led
by Blackstone Real Estate Advisors VI LP and Emeritus Senior
Living acquired 144 Sunwest properties in exchange for cash,
securities and assumption of debt.


SUSSER HOLDINGS: Moody's Says Unit's IPO Has No Impact on 'B1' CFR
------------------------------------------------------------------
Moody's Investors Service said that Susser Holdings Corporation's
("SHC") initial public offering of its wholesale fuel distribution
business through a newly created Master Limited Partnership
("Susser Petroleum Partners LP" or "MLP") has no impact on Susser
Holding LLC's ("Susser") B1 corporate family and probability of
default rating or the B2 rating of its senior unsecured notes.
Susser's outlook is stable and Speculative Grade Liquidity rating
is SGL-2.

The MLP will operate the company's wholesale fuel distribution
business. Total net proceeds from the IPO will be about $180
million and will be distributed to Susser. The underwriters of the
IPO have a 30 day option to purchase additional MLP common units
which could result in additional net proceeds of about $25 million
to $30 million that will also be distributed to Susser. SHC will
own the General Partner of the MLP as well as the majority of the
common units representing the limited partner interests and all of
the MLP incentive distribution rights. The balance sheet and
earnings of the MLP will be consolidated into SHC's financial
statements.

Moody's believes that the transaction will result in Susser losing
the benefit of the direct earnings stream from the wholesale
distribution business as a majority of these earnings will now be
distributed to SHC the majority unit holder of the MLP and the
public unitholders. It is also Moody's view that the IPO creates a
financing arm to fund SHC's growth and over time will result in an
increase in the leverage of the overall consolidated entity.

Moody's conclusion that Susser's ratings and outlook are not
impacted by the IPO is based on its view that Susser is well
positioned within its current B1 ratings category to absorb any
potential impact of the transaction. Susser's adjusted Debt/EBITDA
has dropped to about 4.0 times at the end of second quarter 2012
from 5.3 times at the end of fiscal year 2010, and EBITA/Interest
has improved to about 2.5.times from 1.1 times during that same
period. Susser's senior secured notes are guaranteed by SHC which
also partially mitigates the concern regarding the loss of the
direct earnings stream from the wholesale distribution business.
Moody's also believes that the debt at the MLP level is
structurally subordinated and junior to Susser's existing debt
obligations. Additionally, the proceeds from the IPO are primarily
expected to be used to repay Susser's senior unsecured notes when
they become callable in May 2013, although the company is not
obligated to do so.

The last rating action on Susser Holdings LLC was a change in
outlook from negative to stable on October 3, 2011.

The principal methodology used in rating Susser Holdings LLC was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in U.S., Canada and EMEA
published in June 2009.

Susser Holdings LLC, headquartered in Corpus Christi, Texas,
operates 545 convenience stores in Texas, Oklahoma, and New Mexico
under the Stripes and Town & Country banners. The company is also
the largest wholesale motor fuel distributor in Texas supplying
approximately 567 independent retailers and over 1,300 other
commercial customers, including unbranded convenience stores,
other fuel distributors, school districts and municipalities.


T3 MOTION: Obtains $250,000 Senior Bridge Loan Facility
-------------------------------------------------------
T3 Motion, Inc., entered into a Securities Purchase Agreement with
an accredited investor pursuant to which the Investor provided a
senior secured bridge loan to the Company in the aggregate
principal amount of $250,000.  Pursuant to the terms of the
Security Agreement, the Loan is secured by all assets of the
Company.  The Note was on Sept. 21, 2012.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


TAXMASTERS INC: Dist. Court Rules on Lawsuit for Unpaid Overtime
----------------------------------------------------------------
District Judge Melinda Harmon in Houston, Texas, denied motions
for summary judgment filed by plaintiffs in the lawsuit, Brandon
Wells, et al, Plaintiffs, v. Tax Masters, Inc., et al, Defendants,
Civil Action No. 4:10-CV-2373 (S.D. Tex.).

Before the Court are four motions 1) Plaintiffs Otis Durrett and
David Pesquera's motion for summary judgment; 2) Plaintiffs
Adewole Adegbenro, James Balentine, Allison Ballard, Tamme Craft,
John Michael Cruise, Jermaine Hill, Elie King, Francisco Lopez,
Carlisle Mitchell, Monica Powell, Deaphalis Sample, Nicki Sample,
Ronald Sample, Thelma Sample, Horace Sutterer, Feliciano
Velazquez, Brandon Wells, and Kirk Williams' motion for summary
judgment; and 3) Plaintiff Darryl de la Bastide's motion for
summary judgment.  The Plaintiffs moved for partial summary
judgment as to the Defendants' liability on the grounds that the
undisputed facts and the Plaintiffs' summary judgment evidence
show that the Plaintiffs were non-exempt employees under the terms
of the Fair Labor Standards Act and that the Plaintiffs therefore
are entitled to judgment as a matter of law on the question of the
Defendants' liability.  The fourth motion is Defendants Tax
Masters, Inc., TMIRS Enterprises, Ltd., TM GP Services, LLC d/b/a
TaxMasters, Patrick R. Cox, and Alex Clamon's motion for summary
judgment on the grounds that the Plaintiffs have failed to
introduce any evidence that the Defendants violated the FLSA by
not paying overtime and that the Plaintiffs were at all relevant
times "exempt employees" under the "commissioned sales" exception
to the FLSA.  The Defendants additionally contend that the
"Defendants Cox and Clamon do not qualify as Plaintiffs'
'employer' under the FLSA."

After considering the motions, the facts of the case, and the
relevant law, the Court finds that the Plaintiffs were exempt
under the FLSA's "commissioned sales" exception.  The Court
therefore denies the Plaintiffs' motions for summary judgment and
grants the Defendants' motion.

Tax Masters employed "tax consultants" who "act[ed] as sales
persons for [Defendants] and [sold] its tax services to potential
clients."  Tax consultants worked from an office and made
telephone calls to potential clients.  Tax consultants underwent a
four to eight week training period when they were hired, during
which Tax Masters paid the consultants a "training wage" of $11.50
per hour.  After that period, Tax Masters compensated consultants
entirely through commissions earned by selling Tax Masters'
services to potential clients, or a base wage of $11.50 per hour,
whichever was higher.  If the consultants' commissions were
sufficiently low that they earned the base wage, Tax Masters paid
overtime in the amount of one and a half times the hourly base
wage for all hours worked in excess of forty in a single week.
When the consultants' commissions were sufficiently high, Tax
Masters paid only those commissions and did not pay overtime for
any hours worked in a single week in excess of forty.

The Plaintiffs have introduced evidence indicating that they
routinely worked more than 40 hours per week and were paid
"straight commission" for all hours worked during that week.  The
parties agree that Tax Masters routinely paid consultants at least
50% of their wages in commissions, although the Plaintiffs contend
that consultants earned "straight commissions," or 100% of their
wages from commission, after the initial training period.

The Plaintiffs and Tax Masters all have moved for summary
judgment.  The Plaintiffs have moved for partial summary judgment
on the issue of liability, asserting that the undisputed facts in
this case demonstrate Defendants' liability under the FLSA and the
sole remaining issues pertain only to damages.  Tax Masters have
moved for summary judgment on the grounds that the undisputed
facts demonstrate that the Plaintiffs have failed to introduce any
evidence that Tax Masters violated the FLSA by not paying
overtime, that the Plaintiffs were "exempt employees" under the
"commissioned sales" exception to the FLSA and that Defendants Cox
and Clamon do not qualify as the Plaintiffs' 'employer' under the
FLSA.  Because the Court finds that the Plaintiffs were exempt
from FLSA's overtime provisions under the "commissioned sales"
exemption, it does not reach the additional issue of Cox and
Clamon's employer status under the Act.

A copy of the District Court's Sept. 18, 2012 Opinion and Order is
available at http://is.gd/IaJHHWfrom Leagle.com.

                      About TaxMasters Inc.

Tax Masters Inc. provided tax related services including
"preparing taxpayers' federal income tax returns; representing
taxpayers in responding to IRS audits of their income tax returns;
negotiating releases or reduction in IRS wage garnishments
proceedings of taxpayers; and representing taxpayers in various
other IRS enforcement actions."

Tax Masters filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
12-32064) on March 18, 2012.  Johnie J. Patterson, Esq., at Walker
& Patterson, P.C., in Houston, serves as counsel.  The Debtor
estimated up to $50,000 in assets and up to $10 million in
liabilities.

Tax Masters filed bankruptcy intending to forestall a lawsuit by
the Texas Attorney General scheduled to go on trial the next day.
The suit went ahead under the attorney general's exercise of
regulatory powers that aren't halted by bankruptcy.  After an
eight-day trial, the jury on March 30, 2012, concluded that the
company and its founder Patrick Cox should pay $195 million.  The
jury found 110,000 violations, assessing $113 million in
restitution, $81 million in civil penalties and $1 million for
attorneys' fees.  The attorney general said Tax Masters "misled
and defrauded their customers."

In Aptil 2012, the bankruptcy court approved the appointment of W.
Steven Smith to serve as Chapter 11 trustee.


THERMON INDUSTRIES: S&P Puts 'B+' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on San Marcos, Texas-based Thermon Industries Inc.
on CreditWatch with positive implications.

"The CreditWatch placement reflects the potential for less
aggressive financial policies if Thermon's private equity sponsor
reduces its stake in the company in line with terms of the
secondary offering announcement," said Standard & Poor's credit
analyst Sarah Wyeth. "Credit measures are currently better than
our expectations for the rating as a result of good operating
performance and debt reduction."

"On closing of the transaction, and subject to our review of the
terms and management's strategic and financial objectives, we
could raise the ratings, including the corporate credit rating,
one notch to 'BB-', remove the ratings from CreditWatch, and
assign a stable outlook," S&P said.

"The ratings reflect Thermon's 'weak' business risk profile,
characterized by limited product and end market diversity, and its
'aggressive' financial risk profile. We expect the company to
benefit from stable global demand for Thermon's products from
industrial and energy end markets. We also expect the company to
maintain an operating margin (before depreciation and amortization
[D&A]) of at least 20%. This should result in debt to EBITDA of
about 2x, better than the 4x to 5x we consider in line with the
rating. Our fiscal 2013 forecast assumes good demand for Thermon's
products and services in oil, gas, power and chemical markets,
resulting in low-double-digit growth in revenue. The company
should be able to reduce inventory now that its new manufacturing
facility is complete. This, in addition to modest capital
expenditures, should result in free cash flow generation of about
$40 million," S&P said.

"We expect Thermon to maintain a leading position in the roughly
$1 billion market for industrial electric heat-tracing products
and services. Heat tracing is the external application of heat to
pipes, tanks, and instrumentation to maintain a certain
temperature of the fluid or gas being processed. The company is
likely to continue to manufacture heat-tracing cables and assemble
ancillary components, representing minimal product diversity. It
also is likely to continue to provide design and engineering
services; turnkey solutions; and maintenance, repair, and overhaul
services to heat-tracing systems. Thermon has limited end-market
diversity; about two-thirds of its revenues come from the oil and
gas industry. Other end markets include chemical, power, and
commercial," S&P said.

"We believe Thermon's revenues will continue to be tied to the
cyclical capital expenditures of customers in these markets. The
industrial electric heat-tracing industry is concentrated, with
the top two players making up a large portion of the market.
Thermon competes with larger, well-capitalized Tyco International
Ltd., which has the most extensive installed base globally and is
likely to keep its top position in the market. The integral nature
of Thermon's recurring maintenance services for a facility's
operation partly offsets these risks. This, along with the
relatively small portion of total facility expense that a heat-
tracing system makes up, insulates the company somewhat from end-
market cyclicality," S&P said.

"Global energy demands should enable Thermon to maintain its good
geographic diversity; currently more than half of its revenues
come from outside of the U.S. Increased energy exploration in
arctic climates, such as northern Canada and Russia, could benefit
the company. Thermon's cost structure is somewhat flexible,
allowing it to maintain an operating margin of approximately 20%
through the recent recession. We expect the company to maintain a
operating margin greater than 20% over the next couple of years,"
S&P said.

"We consider Thermon's financial risk profile 'aggressive' because
of its April 2010 acquisition by Code Hennessy & Simmons LLC,
which was partly financed through $210 million in senior secured
notes. The company has since issued shares publicly and used part
of the proceeds to redeem a portion of the notes. Subsequent debt
redemptions have resulted in the ratio of total debt (including
operating leases) to EBITDA decreasing to 1.7x and funds from
operations (FFO) increasing to 34% of debt as of June 30, 2012.
For the ratings, we expect total debt to EBITDA of 4x to 5x and
FFO to total debt of 10% to 15%," S&P said.

"Private-equity sponsors retain a controlling interest in the
company, which in our view reflects an aggressive financial policy
that partly offsets good credit measures. If the secondary
offering is completed in line with terms the company announced, we
believe the financial policy could become less aggressive. We
expect the company to make bolt-on acquisitions using accumulated
cash, proceeds from the IPO, and incremental debt, which could
result in leverage returning to more than 4x," S&P said.

"The CreditWatch positive placement reflects our expectation that
the secondary offering would result in minority ownership by the
company's private equity sponsors and, in turn, could imply a less
aggressive financial policy. When the secondary offering is
complete, subject to our review of the terms and management's
strategic and financial policies, we could raise the corporate
credit rating by one notch. We could remove the ratings from
CreditWatch if the proposed offering is delayed, cancelled, or
completed on materially different terms than currently proposed,"
S&P said.


THOMPSON CREEK: Kevin Douglas Discloses 5% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kevin Douglas and his affiliates disclosed that as of
Sept. 12, 2012, they beneficially own 8,500,000 shares of common
stock of Thompson Creek Metals Company Inc. representing 5% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/OpEb2n

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at June 30, 2012, showed $3.45 billion
in total assets, $1.56 billion in total liabilities and $1.88
billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


THUNDERBIRD TRUCKING: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Thunderbird Trucking, Inc.
        801 Forest
        Kansas City, MO 64106

Bankruptcy Case No.: 12-43934

Chapter 11 Petition Date: September 19, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Daniel L. Allen, Esq.
                  ALLEN & ASSOCIATES
                  6506 N. Oak Trafficway
                  Gladstone, MO 64118
                  Tel: (816) 842-3328
                  Fax: (816) 842-4489
                  E-mail: lawoffice@bankruptcylawyerkc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mowb12-43934.pdf

The petition was signed by Joseph Palmentere, president.


TRACY PRESS: Ralph Allredge Has $425,000 for Newspapers
-------------------------------------------------------
Tracy Press reports that Ralph Alldredge has made an offer to
purchase the Tracy Press, which is owned by the Matthews family.

According to the report, court documents filed with the U.S.
Bankruptcy Court for the Eastern District of California indicated
Mr. Alldredge offered $425,000 to purchase the Tracy Press, Scotts
Valley Banner and Patterson Irrigator, all weekly newspapers.
Tracy Press Inc. directly runs the Press and Banner, and is sole
owner of Patterson Irrigator LLC, which publishes the newspaper of
the same name, the report notes.

The report notes the sale could be approved during a hearing in
Sacramento at 10 a.m. Oct. 10, 2012

The report relates a previous purchase offer by H. Lee Wilcox and
Phoenix Publishing Co. fell through, according to the documents
submitted to the court.

"Despite all conditions being met by the Debtor (Tracy Press),
Phoenix failed to complete the purchases and failed to pay any
funds whatsoever to the Debtor" according to the report, citing a
statement.

The report notes Mr. Alldredge is the publisher of the Calaveras
Enterprise newspaper and a member of the California Newspaper
Publisher Association board of directors.

                         About Tracy Press

Based in Tracy, California, Tracy Press, Inc., is the publisher of
the weekly Tracy Press and, in Santa Cruz County, the Press-
Banner. It also has published the Patterson Irrigator since 2003,
but that paper's own limited liability company -- which includes a
print shop -- has not filed for bankruptcy.

Tracy Press filed for Chapter 11 on July 2, 2010 (Bankr. E.D.
Calif. Case No. 10-37525), estimating assets of $500,001 to
$1 million and debts of $1 million to $10 million.


TRUE LIFE: Filing for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Alison Bauter at The Journal Times reports that Pastor Jeff Butler
said True Life, a religious institution, is filing for bankruptcy
under Chapter 11 protection.  Pastor Butler broke the news after
an ultimatum from True Life's bank asking the church to pay more
than $4 million in debt or surrender its building.

The report relates Pastor Butler announced Tri City National
Bank's intent to foreclose on the church, and True Life's plan to
file for bankruptcy under Chapter 11, which allows them to
reorganize their finances over the next several years and avoid
handing the church over to the bank.

According to the report, at an August 15 meeting, Pastor Butler
said Tri City seemed supportive when True Life proposed converting
their construction loan to permanent financing.  But after seeing
True Life's proposal, Tri City declined the offer, saying in a
Sept. 17 e-mail that it would not renew the church's loans because
the bank "does not find the proposal to be an acceptable option."

"(Tri City) continues to observe deterioration in the financial
condition of True Life Ministries, Inc., and an inability for True
Life Ministries, Inc., to service debt," the report says, citing
an email.

The report notes, nonetheless, Tri City froze True Life's accounts
that same day and seized more than $15,000 "without warning,"
bouncing several staff pay-checks.  Five days later, Tri City
asked True Life to pay its $4 million-plus balance or turn over
its building to the bank.


US CAPITAL HOLDINGS: Court Approves Bankruptcy Exit Plan
--------------------------------------------------------
Brian Bandell, senior reporter at South Florida Business Journal,
reported that U.S. Capital Holdings/Fashion Mall LLC is exiting
Chapter 11 with a $15 million cash infusion and new partners to
redevelop the property.

According to the report, on Sept. 11, 2012, U.S. Bankruptcy Judge
John K. Olson approved the reorganization plan of U.S. Capital
Holdings and U.S. Capital/Fashion Mall.  The plan called for a
$15 million capital infusion into the companies by Mapuche LLC,
which state records show was incorporated in 2004 and managed by
Chen.

The report relates Forest City Real Estate Services, the developer
of the Village at Gulfstream Park in Hallandale Beach, signed up
as the primary development consultant for U.S. Capital Holdings,
said Robert D'Amore, who the attorney for the mall's owner.  It
will also partner with BCEG International for construction
services.

The report notes Mr. D'Amore said the $15 million through Mapuche
came from new investors in the project.  Next, it will look for
third-party construction financing and building permit approval
from the city.

The report relates, under the reorganization plan, U.S. Capital
Holdings will repay the CanPartners mortgage and cover up to
$25,000 of its legal expenses in exchange for the dismissal of its
foreclosure lawsuit.  Over the next six years, it will place the
entire judgment owed to Cheeseburger South Florida and 25% of the
judgment owed to OS Tropical into an escrow account.  If U.S.
Capital wins its appeals of those lawsuits, it could collect that
money back.

The report adds the Debtor also agreed to pay its taxes owed to
the county and city.

                       About US Capital Holdings

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma, and has
yet to be paid on its insurance claim.

Judge John K. Olson presides over the case.

The Debtor listed assets of $11,496 and liabilities of
$22,777,428.


US COATING: Mid State Dispute Referred to Bankruptcy Court
----------------------------------------------------------
In the lawsuit, United States for the use and benefit of Mid State
Construction Company, Inc. and Mid State Construction Company,
Inc., Plaintiffs, v. Travelers Casualty and Surety Company of
America; US Coating Specialties & Supplies, LLC; and Earl
Washington, Defendants, Civil Action No. 5:11-cv-169(DCB)(S.D.
Miss.), District Judge David Bramlette dismissed, without
prejudice, Mid State's Motions for Confirmation of Arbitration
Award and for a Temporary Restraining Order and/or Preliminary
Injunction.

The District Court finds it more appropriate for the bankruptcy
court overseeing US Coating's Chapter 11 case to decide the
motions for confirmation and injunctive relief in the first
instance, since the bankruptcy judge is familiar with the issues
which are already pending before him in an adversary proceeding.

Mid State commenced the lawsuit on Nov. 30, 2011.  According to
the Complaint, US Coating was awarded a prime contract by the
United States for the "ERDC Project" in Vicksburg, Mississippi.
US Coating and Travelers provided a Payment Bond for the Project.
Subsequently, Mid State entered into a Subcontract with US
Coating, as well as several other contracts between Mid State, US
Coating and/or Earl Washington, including an Original Credit
Agreement, an Amended Credit Agreement, and an Escrow Agreement.
The Complaint alleges that US Coating and Mr. Washington breached
and defaulted as to their obligations owed to Mid State.  The
Complaint also alleges that the Subcontract, Original Credit
Agreement, Amended Credit Agreement, and Escrow Agreement all
provided for binding arbitration.

Mid State demanded arbitration against US Coating and Mr.
Washington, and arbitration proceeded under the administration of
the American Arbitration Association.  During the arbitration
proceedings, Mid State sought preliminary injunctive relief
enforcing the escrow agreements between the parties.  The
Arbitrator entered two preliminary orders or awards addressing
preliminary injunctive relief as to the escrow agreements.
Following a final hearing, the Arbitrator issued his Arbitration
Award on Nov. 22, 2011, in favor of Mid State.

Mid State alleges that neither US Coating nor Washington has
complied with the Arbitration Award.  Mid State seeks orders
and/or judgments enforcing the arbitration agreements and awards,
Complaint; awarding judgment for the sums awarded Mid State in the
Arbitration Award; and awarding the injunctive relief provided for
in the Arbitration Award.

Mid State also alleges that it has submitted a claim to Travelers
for the value of its work, which Travelers has not paid.  Mid
State asserts that it is entitled to judgment against Travelers
and US Coating, jointly and severally, on their Payment Bond,
pursuant to the Miller Act, for the monetary sums granted by the
Arbitrator to Mid State.

Mid State on Dec. 8, 2011, filed its Motion for Confirmation of
Arbitration Award and for a Temporary Restraining Order and/or
Preliminary Injunction with the District Court.

Jackson, Mississippi-based U.S. Coating Specialties & Supplies,
Inc., filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No.
11-04373) on Dec. 20, 2011.  Bankruptcy Judge Edward Ellington
oversaw the case.  Herbert J. Irvin, Esq., at Irvin & Associates
PLLC, served as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  The
petition was signed by Earl Washington, president/CEO.

The 2011 proceeding was subsequently closed and a new Chapter 11
voluntary petition was filed by U.S. Coating Specialties &
Supplies, LLC (Bankr. S.D. Miss. Case No. 12-00121) on Jan. 13,
2012.  Judge Ellington oversees the 2012 case.  Irvin & Associates
PLLC, also serves as counsel to the 2012 Debtor.  The 2012
petition also estimated both the Debtor's assets and debts at
$1 million to $10 million.  Mr. Washington, as managing member,
signed the petition.

On Jan. 31, 2012, Mid State filed the adversary proceeding against
US Coating in the Bankruptcy proceedings, seeking the same relief
it seeks in the District Court.  An Answer to the Adversary
Complaint was filed by US Coating in the bankruptcy proceedings on
Feb. 8, 2012.

On July 18, 2012, U.S. Bankruptcy Judge Edward Ellington issued an
Order Confirming Arbitration Award and Directing Entry of
Judgment, Enforcing Escrow Requirements as to Future Payments, and
Reserving Ruling on Other Issues, in Bankruptcy Petition # 12-
00121-EE.  Judge Ellington has ruled on the motion to confirm
arbitration award, and has reserved ruling on certain aspects of
the motion for temporary restraining order and/or preliminary
injunction.

The District Court therefore finds that the motions pending before
it should be dismissed without prejudice.

A copy of the District Court's Sept. 18, 2012 Order is available
at http://is.gd/Hp8Fanfrom Leagle.com.


VANITY EVENTS: IBC Swaps $21,500 Notes with Convertible Debenture
-----------------------------------------------------------------
Vanity Events Holding, Inc., entered into an Exchange Agreement
with IBC Funds, LLC, on Sept. 18, 2012, pursuant to which the
Company and IBC Funds agreed to exchange two promissory notes held
by the Investor in the aggregate principal amount of $21,500 for
an 8% convertible debenture in the aggregate principal amount of
$21,500.

The Debenture matures on the first anniversary of the date of
issuance and bears interest a rate of 8% per annum, payable semi-
annually and on the Maturity Date.  The Investor may convert, at
any time, the outstanding principal and accrued interest on the
Debenture into shares of the Company's common stock, par value
$0.001 per share at a conversion price per share equal to the
lesser of:

    (i) a 90% discount of the average of the closing bid price of
        the Common Stock during the five trading days immediately
        preceding the date of conversion as quoted by Bloomberg,
        LP; or

   (ii) the average of the closing bid price per share during the
        five trading days prior to the date of any such
        conversion.

The Investor has contractually agreed to restrict its ability to
convert the Debenture such that the number of shares of the
Company common stock held by each of the Investor and its
affiliates after that conversion does not exceed 4.99% of the
Company's then issued and outstanding shares of Common Stock.

On Sept. 14, 2012, Gregory Pippo resigned as chief financial
officer of the Company and as a director of the Company, effective
immediately.  There was no disagreement or dispute between Mr.
Pippo and the Company which led to his resignation.

                         About Vanity Events

Based in New York, Vanity Events Holding, Inc. (OTC BB: VAEV)
-- http://www.vanityeventsholding.com/-- is a holding company
with two primary subsidiary companies.  The subsidiaries are
Vanity Events, Inc. and America's Cleaning Company.  America's
Cleaning Company(TM) is the Company's flagship division which
provides cleaning services to residential and commercial clients.
Vanity Events, Inc. seeks out, Licenses, develops, promotes, and
brings to market various innovative consumer and commercial
products.

The Company reported net income of $330,705 in 2011 compared with
a net loss of $544,831 in 2010.

The Company's balance sheet at June 30, 2012, showed $3.29 million
in total assets, $17.97 million in total liabilities, all current,
and a $14.68 million total stockholders' deficit.

RBSM LLPk, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered losses since inception and is experiencing difficulty in
generating sufficient cash flows to meet its obligations and
sustain its operations, which raises substantial doubt about its
ability to continue as a going concern.

                         Bankruptcy Warning

The Company said in its quarterly report on Form 10-Q for the
period ended June 30, 2012, that its ability to implement its
current business plan and continue as a going concern ultimately
is dependent upon the Company's ability to obtain additional
equity or debt financing, attain further operating efficiencies
and to achieve profitable operations.

"There can be no assurances that funds will be available to the
Company when needed or, if available, that such funds would be
available under favorable terms.  In the event that the Company is
unable to generate adequate revenues to cover expenses and cannot
obtain additional funds in the near future, the Company may seek
protection under bankruptcy laws.  To date, management has not
considered this alternative, nor does management view it as a
likely occurrence, since the Company is progressing with various
potential sources of new capital and we anticipate a successful
outcome from these activities.  However, capital markets remain
difficult and there can be no certainty of a successful outcome
from these activities."


VUANCE LTD: Reports $2.6 Million Net Income in Second Quarter
-------------------------------------------------------------
Vuance Ltd. reported net income of US$2.65 million on US$1.75
million of revenue for the three months ended June 30, 2012,
compared with net income of US$419,000 on US$2.19 million of
revenue for the same period during the prior year.

For the six months ended June 30, 2012, the Company reported net
income of US$2.75 million on US$3.94 million of revenue, in
comparison with net income of US$246,000 on US$4.03 million of
revenue for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed US$1.87
million in total assets, US$3.35 million in total liabilities and
a US$1.47 million total shareholders' deficit.

A copy of the press release is available for free at:

                        http://is.gd/IsSukP

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.

The Company reported net income of US$1.02 million on US$7.92
million of revenue in 2011, compared with a net loss of US$1.96
million on US$7.38 million of revenue in 2010.

In the auditors report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Fahn Kanne & Co.
Grant Thornton Israel expressed substantial doubt about the
Company's ability to continue as a going concern.  The indepdent
auditors noted that the Company has incurred substantial recurring
losses and negative cash flows from operations and, as of Dec. 31,
2011, the Company had a working capital deficit and total
shareholders' deficit.


WHITTON CORP: Continued Cash Collaterals Use OK'd Until Sept. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Whitton Corporation's continued use of the cash collateral of

   1. GSMS 2004-GG2 Sparks Industrial, LLC,

   2. Bank of America, N.A.

   3. Bank of Las Vegas for the Dean Martin/Mountain Vista
        Property; and

   4. Bank of Las Vegas for the Cheyenne Property

until Sept. 30, 2012, pursuant to various stipulations entered
with the lenders.  The original final cash collateral order was
entered on Jan. 25, 2011, as amended by that certain stipulations.

                    About Whitton Corporation

Henderson, Nevada-based Whitton Corporation filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 10-32680) on
Dec. 5, 2010.  Hal L. Baume, Esq., Brett A. Axelrod, Esq., and
Anne M. Loraditch, Esq., at Fox Rothschild LLP, in Las Vegas,
Nev., serve as the Debtor's bankruptcy counsel.  The Debtor
disclosed $19,967,668 in assets and $37,949,426 in liabilities as
of the Chapter 11 filing.

South Tech Simmons 3040C, LLC, filed a separate petition (Bank. D.
Nev. Case No. 10-32857) on Dec. 8, 2010.

No request has been made for the appointment of a trustee or
examiner, and no statutory committee has been appointed in the
case.


* S&P Takes Various Rating Actions on 41 US Life Insurers
---------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
41 U.S. life insurers with ratings bearing a 'pi' subscript, based
on statutory financial data for the year ended Dec. 31, 2011. "We
affirmed our ratings on 39 companies and raised our ratings on two
companies. Including interactively rated companies, we rate
insurers covering approximately 95% of the U.S. life insurance
market (based on total assets) and 90% of the U.S.
property/casualty insurance market (based on net earned premiums).
Continuing our current practice, we will not assign ratings with a
'pi' subscript to U.S. subsidiaries or affiliates of interactively
rated insurers, regardless of company size," S&P said.

RATINGS LIST
Ratings Affirmed
American Public Life Insurance Co. (Unsolicited Ratings)
Deseret Mutual Insurance Co. (Unsolicited Ratings)
Equitable Life & Casualty Insurance Co. (Unsolicited Ratings)
Guarantee Trust Life Insurance Co. (Unsolicited Ratings)
New Era Life Insurance Co. (Unsolicited Ratings)
New Era Life Insurance Co. of the Midwest (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency                 Bpi
Financial Strength Rating
  Local Currency                 Bpi

Auto Club Life Insurance Co. (Unsolicited Ratings)
Grange Life Insurance Co. (Unsolicited Ratings)
Madison National Life Insurance Co. Inc. (Unsolicited Ratings)
Motorists Life Insurance Co. (Unsolicited Ratings)
Tower Life Insurance Co. (Unsolicited Ratings)
Union Labor Life Insurance Co. (Unsolicited Ratings)
WEA Insurance Corp. (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency                 BBpi
Financial Strength Ratings
  Local Currency                 BBpi

Central States Health & Life Co. of Omaha (Unsolicited Ratings)
Fidelity Security Life Insurance Co. (Unsolicited Ratings)
First Investors Life Insurance Co. (Unsolicited Ratings)
Government Personnel Mutual Life Insurance Co. (Unsolicited
Ratings)
Homesteaders Life Co. (Unsolicited Ratings)
Lincoln Heritage Life Insurance Co. (Unsolicited Ratings)
Pekin Life Insurance Co. (Unsolicited Ratings)
Standard Security Life Insurance Co. of NY (Unsolicited Ratings)
Vantis Life Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency                 BBBpi
Financial Strength Rating
  Local Currency                 BBBpi

American Fidelity Assurance Co. (Unsolicited Ratings)
American Republic Insurance Co. (Unsolicited Ratings)
Auto-Owners Life Insurance Co. (Unsolicited Ratings)
Country Life Insurance Co. (Unsolicited Ratings)
Erie Family Life Insurance Co. (Unsolicited Ratings)
Farm Bureau Life Insurance Co. of MI (Unsolicited Ratings)
Federated Life Insurance Co. (Unsolicited Ratings)
Gerber Life Insurance Co. (Unsolicited Ratings)
National Guardian Life Insurance Co. (Unsolicited Ratings)
Sentry Life Insurance Co. (Unsolicited Ratings)
Sentry Life Insurance Co. of NY (Unsolicited Ratings)
Shelter Life Insurance Co. (Unsolicited Ratings)
Southern Farm Bureau Life Insurance Co. (Unsolicited Ratings)
Tennessee Farmers Life Insurance Co. (Unsolicited Ratings)
Trustmark Insurance Co. (Unsolicited Ratings)
Trustmark Life Insurance Co. (Unsolicited Ratings)
United Farm Family Life Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency                 Api
Financial Strength Rating
  Local Currency                 Api

Upgraded                     To         From

AAA Life Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency             BBBpi      BBpi
Financial Strength Rating
  Local Currency             BBBpi      BBpi

Settlers Life Insurance Co. (Unsolicited Ratings)
Counterparty Credit Rating
  Local Currency             Api        BBBpi
Financial Strength Rating
  Local Currency             Api        BBBpi


* More California Cities May Need Bankruptcy Protection
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that steps taken by California to solve the state's fiscal
problems have taken revenue away from local governments and may
cause some of them to file municipal bankruptcy.


* 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         (2.0)      (1.6)
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 PHARMACEU    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      6,265.6     (1,548.0)    (676.6)
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)
CADIZ INC           CDZI US        53.7         (6.9)       1.3
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
GRAMERCY CAPITAL    GKK US      2,223.0       (352.8)       -
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    HUTC US       110.2       (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US      110.2       (101.6)    (113.8)
HYPERION THERAPE    HPTX US         9.6        (41.8)     (31.4)
INCYTE CORP         INCY US       312.0       (217.2)     154.4
INFINITY PHARMAC    INFI US       113.0         (3.4)      70.2
IPCS INC            IPCS US       559.2        (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7        (64.8)       2.2
JUST ENERGY GROU    JE CN       1,583.6       (245.9)    (227.2)
JUST ENERGY GROU    JE US       1,583.6       (245.9)    (227.2)
LIMITED BRANDS      LTD US      6,589.0       (245.0)   1,316.0
LIN TV CORP-CL A    TVL US        839.2        (51.8)      52.7
LORILLARD INC       LO US       2,576.0     (1,568.0)     881.0
MARRIOTT INTL-A     MAR US      6,007.0     (1,124.0)  (1,287.0)
MERITOR INC         MTOR US     2,555.0       (933.0)     279.0
MONEYGRAM INTERN    MGI US      5,185.1       (116.1)     (35.3)
MORGANS HOTEL GR    MHGC US       545.9       (110.1)      (7.0)
MPG OFFICE TRUST    MPG US      2,061.5       (827.9)       -
NATIONAL CINEMED    NCMI US       794.2       (354.5)      95.8
NAVISTAR INTL       NAV US     11,143.0       (358.0)   1,585.0
NB MANUFACTURING    NBMF US         2.4         (0.0)      (0.5)
NEXSTAR BROADC-A    NXST US       566.3       (170.6)      40.2
NPS PHARM INC       NPSP US       186.9        (45.3)     130.3
NYMOX PHARMACEUT    NYMX US         2.7         (7.7)      (0.9)
ODYSSEY MARINE      OMEX US        22.4        (29.3)     (26.9)
OMEROS CORP         OMER US        10.1        (20.5)      (8.7)
PALM INC            PALM US     1,007.2         (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       259.8       (161.1)     144.3
PLAYBOY ENTERP-A    PLA/A US      165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8        (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0        (91.7)       3.6
PROTECTION ONE      PONE US       562.9        (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       454.5        (29.8)      60.7
REGAL ENTERTAI-A    RGC US      2,306.3       (542.3)      62.5
RENAISSANCE LEA     RLRN US        57.0        (28.2)     (31.4)
REVLON INC-A        REV US      1,173.9       (665.6)     177.8
RURAL/METRO CORP    RURL US       303.7        (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,813.5       (202.0)     449.5
SINCLAIR BROAD-A    SBGI US     2,160.2        (66.3)      (1.4)
TAUBMAN CENTERS     TCO US      3,096.1       (295.3)       -
TEMPUR-PEDIC INT    TPX US        865.5        (12.1)     258.9
THERAPEUTICS MD     TXMD US         4.9         (0.7)       1.0
THRESHOLD PHARMA    THLD US        86.3        (51.4)      71.2
TRULIA INC          TRLA US        27.6         (3.2)      (4.9)
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, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***