TCR_Public/120926.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 26, 2012, Vol. 16, No. 268

                            Headlines

1220 SOUTH OCEAN: Dan Swanson Development in Chapter 11
1220 SOUTH OCEAN: Case Summary & 2 Largest Unsecured Creditors
360 GLOBAL: Files 5-Year-Old Quarterly Report
5TH AVENUE PARTNERS: Can Employ Thomson Reuters as Tax Consultant
ABSOLUTE FUND: Targeted With Involuntary Chapter 7

ADS WASTE: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
AES EASTERN: To Sell Shuttered Power Plants for $2 Million
ALION SCIENCE: Moody's Cuts CFR to 'Caa2'; Outlook Remains Neg.
ALLIED SYSTEMS: Wants to Implement Key Employee Retention Plan
AMERICAN AIRLINES: Delays Pile Up Amid Standoff With Pilots

AMERICAN AIRLINES: Wins Squabble With Revenue Bond Trustee
ARCAPITA BANK: Trolling for Lender With $500,000 in Bait
ASSOCIATED ESTATES: Moody's Raises Debt Shelf Rating From (P)Ba1
ATP OIL & GAS: Receives Final Approval for New Senior Financing
AXION INTERNATIONAL: MLTM Owns 21.8% Equity Stake as of Sept. 11

B & T OLSON: Can Use KB Cash Collateral Through Plan Confirmation
B & T OLSON: Can Access Opus Bank Cash Collateral Until Nov. 15
BEALL CORPORATION: 100-Year Old Portland Truck Maker in Ch. 11
BERNARD L. MADOFF: Trustee Argues Morrison Won't Nix Foreign Suits
BREITBURN ENERGY: Moody's Rates $200-Mil. Sr. Unsec. Notes 'B3'

BREITBURN ENERGY: S&P Keeps 'B' Rating on Senior Unsecured Notes
CAPITOL BANCORP: Says ValStone Is Potential Equity Investor
CASELLA WASTE: Moody's Affirms 'B3' CFR & Rates Sr. Notes 'Caa1'
CONNACHER OIL: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg.
CONSOLIDATION SERVICES: Leland Value in Q3 2011 Form 10-Q Revised

CROSS BORDER: Had $475,200 Net Income in Second Quarter
DELTEK INC: S&P Lowers CCR to 'B' on LBO; Outlook Stable
DEWEY & LEBOEUF: Ex-Partners' $71M Clawback Deal Remains in Limbo
DICKINSON THEATRES: Files for Chapter 11 Bankruptcy Protection
DIGITAL DOMAIN: Brown Rudnick, Sullivan Hazeltine Represent Panel

DIGITAL DOMAIN: Beijing Galloping & Reliance Submit Winning Bid
DVORKIN HOLDINGS: Court Okays Springer Brown as Counsel
DVORKIN HOLDINGS: FirstMerit Seeks Chapter 11 Trustee
EDIETS.COM INC: Leases Pompano Beach, Florida Office Space
ELPIDA MEMORY: Asks for Retroactive Approval of $192MM Loan

EXECUTIVE CENTER: Platinum Courtyard Seeks to Foreclose
FRONTIER COMMS: Note Offering Has No Impact on 'Ba2' CFR - Moody's
FRONTIER COMMS: S&P Says 'BB' Rating on Senior Notes Is Unchanged
FRONTIER COMMS: Fitch Keeps 'BB+' Rating on $200MM Notes Offering
GETTY PETROLEUM: ConocoPhillips Seeks Permission to Examine Sites

GRACE BAPTIST: Case Summary & 7 Unsecured Creditors
GRAY TELEVISION: S&P Affirms 'B' Corporate Credit Rating
GRAY TELEVISION: Moody's Raises CFR to 'B3' & Rates Notes 'Caa2'
GUAM POWER: Moody's Upgrades Sub. Revenue Bond Rating to 'Ba1'
H&M OIL: Exclusivity Ends Oct. 12 Absent Chapter 11 Plan

HARBORSIDE 17: Chapter 11 Case Dismissed Due to Lack of Insurance
HEMCON MEDICAL: Court Approves Moss Adams as Accountants
INDIANAPOLIS DOWNS: Hearing on $500MM Sale to Centaur Oct. 19
INNER CITY: Asks Court to Dismiss Shareholder Suit Over IP Sale
INTERNATIONAL WIRE: Moody's Affirms 'B2' CFR/PDR; Outlook Stable

INTERNATIONAL WIRE: S&P Affirms 'B+' Corporate Credit Rating
JACKSON GREEN: Chapter 11 Reorganization Case Dismissed
K-V PHARMACEUTICAL: Hologic Issue Has Nov. 11 Hearing
KINGFISHER AIRLINES: Lenders to Meet Soon for Debt Talks
LAZY DAYS: Advisory Opinions for State Court Judges Prohibited

LEAP WIRELESS: S&P Rates Proposed $400-Million Term Loan 'B+'
LEAP WIRELESS: Moody's Rates $400-Mil. Term Loan B Offering 'Ba2'
LEE'S FORD: Hires Venters for General Litigation Matters
LEHMAN BROTHERS: Sues Ford Global Treasury for $7.8 Million
LEHMAN BROTHERS: Barclays Seeks Sanctions v. Puerto Rican Bank

LEHMAN BROTHERS: Aussie Unit Held Liable to 3 Towns
LEHMAN BROTHERS: $5.9-Bil. in Claims Traded in August & July
LYMAN LUMBER: Court OKs Colliers Int'l as Marketing Assistant
MEDIA GENERAL: Warren Buffett Owns 17% Class A Shares
MEDICURE INC: Board Approves 15-to-1 Share Consolidation

MF GLOBAL: Ch. 11 Trustee Files $8.4MM Suit Against Breakwater
MF GLOBAL: Parent's Unpaid Fees Rise to $39.2 Million
MILTON HOSPITAL: S&P Holds 'BB-' Rating on $32.5MM Series D Bonds
MONEY TREE: Consumer Privacy Ombudsman Appointed
MONEY TREE: Chapter 11 Trustee Fires KCC as Claims Agent

MOORE SORRENTO: Reorganization Plan Declared Effective
NATIONS ENERGY: Case Summary & Largest Unsecured Creditor
NEW ENGLAND BUILDING: Court OKs King Real Estate as Broker
NEWPAGE CORP: Reports 'Substantial Progress' on Plan Talks
NIFTUS LLC: Hearing on DIP Financing Continued Until Oct. 17

NIP COMPANY: Amends Schedules of Assets and Liabilities
NIP COMPANY: RCG Files Schedules of Assets and Liabilities
NORTHSTAR AEROSPACE: Wants to Reject CBA With Unions
NORTHSTAR AEROSPACE: Grant Thorton Approved as Tax Advisors
OCEANSIDE YACHT: Withdraws Motion for Cash Collateral Access

OLDE PRAIRIE BLOCK: Returns to Ch. 11, Owes $71MM to CenterPoint
OLDE PRAIRIE BLOCK: Case Summary & 20 Largest Unsecured Creditors
OXLEY DEVELOPMENT: Taps Paul Reece Marr as Bankruptcy Counsel
PACIFIC THOMAS: Amends List of 20 Largest Unsecured Creditors
PATRIOT COAL: Wants Out of Coal Sales Deals With Parent

PEREGRINE FINANCIAL: Trustee Wins Nod to Return $123M to Customers
PLY GEM: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
PLY GEM: Moody's Rates $160-Mil. Senior Unsecured Notes 'Caa3'
PROTEONOMIX INC: Amends Q2 2012 Quarterly Report
QUALITY STORES: Circuits Split on Whether Severance Pay Is Wages

REDDY ICE: Settles Ice Price-Fixing Claims for $750,000
RG STEEL: Taps ASK LLP to Collect on Accounts Receivable
RG STEEL: Taps Hilco IP to Market Internet Protocol Numbers
RITZ CAMERA: To Shut Down Store in Old Town Alexandria
RR DONNELLEY: Fitch Downgrades IDR to 'BB'; Outlook Still Negative

S&P CONVERYORS: Files for Chapter 11 Bankruptcy Protection
SAAB CARS: Court Orders Ally to Turn Over Loan Documents
SECOND CHANCE: Reaches $3.6 Million Deal in FCA Suit
SHAMROCK-HOSTMARK: Can Use Lender's Cash Collateral Until Oct. 31
SHAMROCK-HOSTMARK: Files Schedules of Assets and Liabilities

SHINER CHEMICALS: Bankruptcy Judge Closes Chapter 11 Case
SOLYNDRA LLC: Plant Slated for Mid-November Bankruptcy Sale
SOLYNDRA LLC: To Pay Part of $13 Million Ex-Landlord Claim
SOUTHERN FOREST: Amends Schedules of Assets and Liabilities
SOUTHERN GRAPHICS: Moody's Assigns 'B2' CFR; Outlook Stable

SP NEWSPRINT: Changes Company Name Following Sale of Assets
SPIRIT FINANCE: To Issue 3.1MM Common Shares Under Incentive Plan
ST. IGNACE, MI: Fitch Downgrades Rating on Tax Bonds to 'BB'
TELLICO LANDING: Chapter 11 Reorganization Case Dismissed
THINKFILM LLC: Judge May Dismiss Bergstein's Law Firm Suit

TRIZETTO GROUP: S&P Affirms 'B' CCR; Outlook Stable
UNIVERSAL HEALTH: S&P 'BB+' Rating Unaffected by Upsizing of Loan
UNIVERSAL HEALTH: Fitch Puts 'BB+' Rating on New $900MM Term Loan
VALENCE TECHNOLOGY: Designates Steve Grimshaw as Consultant
VALENCE TECHNOLOGY: Committee Wants to Retain BPR as Counsel

VALENCE TECHNOLOGY: Has Interim OK to Obtain $5-Mil. DIP Financing
VENTANA 20/20: Files List of 20 Largest Unsecured Creditors
VOX TOWER: Case Summary & 2 Unsecured Creditors
WASHINGTON MUTUAL: Oregon Seeks $29 Million in Back Taxes
WESTCLIFFE PROPERTY: Case Summary & 4 Unsecured Creditors

WHITTON CORP: Affiliate South Tech's Bankruptcy Case Dismissed
WOLVERINE WORLD: Moody's Rates $375-Million Senior Notes 'B2'
WOLVERINE WORLD: S&P Rates $375MM Senior Unsecured Notes 'B+'
ZBB ENERGY: Baker Tilly Raises Going Concern Doubt

* 8th Circ. Tosses $13MM Suit Over UnitedHealth Intermediary
* 'Stripping Off' Under Water Lien Barred in Chapter 7
* Fifth Circuit Allows Narrow Bankrupt Homeowner Class
* Lawyer Sanctioned for Bad Faith in Claim Objections

* Cohen & Grigsby Appoints C. Tillapaugh as Director of Recruiting

* Upcoming Meetings, Conferences and Seminars

                            *********

1220 SOUTH OCEAN: Dan Swanson Development in Chapter 11
-------------------------------------------------------
1220 South Ocean Boulevard, LLC, filed a bare-bones Chapter 11
petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in
West Palm Beach, Florida.

The Debtor disclosed $74 million in total assets and $41.5 million
in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Kenneth S. Rappaport, Esq., in Boca Raton, Florida, serves as
counsel to the Debtor.

Paul Brinkmann at South Florida Business Journal reports the
"French-inspired" mansion was recently listed by Corcoran Group
for $74 million.  According to the report, loans for the home
construction came from TD Bank at $16 million and $5.2 million,
and from New Providence Capital at $5.3 million and $1 million.


1220 SOUTH OCEAN: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1220 South Ocean Boulevard, LLC
        215 5 Street, Suite 100
        West Palm Beach, FL 33401

Bankruptcy Case No.: 12-32609

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  RAPPAPORT OSBORNE & RAPPAPORT PL
                  1300 N. Federal Highway, #203
                  Boca Raton, FL 33432
                  Tel: (561) 368-2200
                  E-mail: rappaport@kennethrappaportlawoffice.com

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

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

The petition was signed by Dan E Swanson, manager.

Debtor's List of Its Two Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mitchell B. Kirschner, P.A.        Trade Debt              $17,735
1515 N. Federal Highway, Suite 314
Boca Raton, FL 33432

Kaufman Rossin & Co PA             Trade Debt               $6,000
2699 S. Bayshore Drive
Miami, FL 33133


360 GLOBAL: Files 5-Year-Old Quarterly Report
---------------------------------------------
360 Global Investments filed on Sept. 19, 2012, its quarterly
report on Form 10-Q for the third quarter ended Sept. 30, 2007.
360 Global plans to complete its SEC filings (among other filings
and reports) as soon as practical taking into account the general
economic climate.

The Company reported a net loss of $4.5 million on $4.8 million of
revenues for the period, compared with net income of $12.6 million
on $4.9 million of revenues for the third quarter ended Sept. 30,
2006.  The Company's balance sheet at Sept. 30, 2007, showed
$41.2 million in total assets, $84.0 million in total liabilities,
and a stockholders' deficit of $42.8 million.  A copy of the Form
10-Q is available at http://is.gd/IdAy3V

                         About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.  A copy of Global Plan is available for
free at http://is.gd/pAf3bR


5TH AVENUE PARTNERS: Can Employ Thomson Reuters as Tax Consultant
-----------------------------------------------------------------
The Bankruptcy Court has authorized 5th Avenue Partners LLC to
employ Thomson Reuters (Property Tax Services) Inc. as its
property tax consultant.

The Firm will render these types of professional services:

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

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

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

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

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

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

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

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

In consideration for providing services related to the appeal of
the Debtor's real property assessments for the 2010 and 2011 tax
years, Thomson Reuters will be compensated 25% of any property tax
savings and interest received as a result of assessment reductions
among property for the 2010 and 2011 tax years or through Dec. 31,
2012, but not more than $25,000 per tax year.

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

                     About 5th Avenue Partners

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

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


ABSOLUTE FUND: Targeted With Involuntary Chapter 7
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Absolute Fund LP, which was involved in what the
Securities and Exchange Commission called a "Ponzi-like" scheme,
was the target of an involuntary Chapter 7 bankruptcy petition
filed on Sept. 21 in Manhattan.

According to the report, the SEC filed suit for violation of
securities laws on May 24 in U.S. District Court in Manhattan
against affiliates Absolute Fund Advisors LLC, Absolute Fund
Management LLC and the companies' principal Jason J. Konior.  With
consent from Mr. Konior and the companies, the district judge
entered an injunction the same day prohibiting violation of
securities laws and freezing the companies' assets.  The SEC
alleged in its complaint that Absolute obtained about $11 million
from the sale of limited partnerships in Absolute Fund LP.  Rather
than investing the money as promised, the money was used to "pay
redemptions of earlier investments" and for payments to
Mr. Konior, the SEC said in the complaint.

According to the Bloomberg report, the SEC said in the complaint
that Mr. Konior over a space of nine years was employed by 17
different securities firms, where "numerous customer complaints
were filed."

Three creditors with $1.5 million in claims filed an involuntary
Chapter 7 petition against the fund (Bankr. S.D.N.Y. Case No.
12-13986) on Sept. 21.


ADS WASTE: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service has affirmed the ratings, including a B2
corporate family rating, of ADS Waste Holdings, Inc., following
revision of the planned initial debt amounts and structure of the
leveraged transaction that will combine Veolia ES Solid Waste,
Inc., Advanced Disposal Services, Inc. (Ba3, rating under review)
and Interstate Waste Services (unrated). The beginning debt load
will be $100 million less (about 4% less) than originally expected
due to an enlarged equity component. The planned senior unsecured
notes will be $550 million versus the $800 million originally
envisioned, while the first lien term loan is now planned at $1.8
billion versus the previous $1.65 billion amount. The revised
financing plan does not sufficiently change the company's profile
to warrant any rating changes, although Loss Given Default
assessments pursuant to Moody's Loss Given Default Methodology
have been slightly modified.

Ratings affirmed:

Corporate Family, B2

Probability of Default, B2

$300 million first lien revolver due 2017, B1, LGD3, to 37% from
33%

$1,800 million first lien term loan due 2019, B1, LGD3, to 37%
from 33%

$550 million senior unsecured notes due 2020, Caa1, LGD5, to 89%
from 86%

Rating Outlook, Stable

The transaction's initial financial leverage (debt to EBITDA low
6x range, Moody's adjusted) is high for the rating but should
decline as synergies permit earnings growth and debt reduction.
The business combination will result in a collection/disposal
property network that should yield EBITDA margin in the upper 20%
range. The rating outlook is stable reflecting the revolver's
large size (initially undrawn with roughly $70 million in letters
of credit), and a $53 million cash funded restructuring reserve
planned from deal proceeds. These liquidity sources should offer
sufficient financial flexibility to achieve cost reduction
targets.

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

The principal methodology used in rating ADS Waste Holdings, Inc.
was the Solid Waste Management Industry Methodology published in
February 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

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


AES EASTERN: To Sell Shuttered Power Plants for $2 Million
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that AES Eastern Energy
LP on Wednesday announced a deal to sell its four non-operational
power plants and other related assets to a subsidiary of DSA
Services Inc. for $2.25 million, a move that will allow the
company to submit a Chapter 11 plan and complete its liquidation.

                         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.

The TCR reported on April 13, 2012, that AES Eastern received
permission from the bankruptcy judge in Delaware to sell the two
operating facilities to secured creditors in exchange for debt.
At a court hearing in Wilmington, Judge Kevin Carey signed off on
the sale, which rids the AES Corp. unit of its only operating
power plants, located in Cayuga and Somerset, N.Y., Bankruptcy
Law360 said.


ALION SCIENCE: Moody's Cuts CFR to 'Caa2'; Outlook Remains Neg.
---------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Alion Science
and Technology Corporation including its Corporate Family Rating
("CFR") to Caa2 from Caa1 due to the high likelihood that the
company will need do a debt refinancing over the next twelve to
eighteen months. The speculative grade liquidity ("SGL") rating is
unchanged at SGL-3. The ratings outlook remains negative.

The following ratings were downgraded (with updated LGD
assessments):

Corporate Family Rating, to Caa2 from Caa1

Probability of Default Rating, to Caa2 from Caa1

$310 million senior secured notes due 2014, to B3 (LGD-3, 32%)
from B2 (LGD-3, 32%)

$243 million unsecured notes due 2015, to Caa3 (LGD-5, 82%) from
Caa2 (LGD-5, 82%)

The following ratings were affirmed:

$35 million senior secured revolving credit facility due 2014, at
B1 (LGD-1, 3%)

Speculative grade liquidity, at SGL-3

RATINGS RATIONALE

The CFR downgrade to Caa2 is largely driven by the company's still
weak operating performance, cash generation and interest coverage
as well as the need to address its entire debt structure in the
2014-2015 time period. In addition, the company continues to
service a high debt burden with PIK interest accruing on a portion
of its secured debt.

Alion's Caa2 corporate family rating reflects the company's
continued high leverage and weak interest coverage that are not
anticipated to improve meaningfully in the near-term with
uncertainty also regarding future defense budget outlays and level
of possible contract funding delays. The ratings incorporate the
high probability of a refinancing to address sizable 2014-2015
debt maturities with credit metrics expected to remain within the
Caa rating category. Positively, Alion's work with the Department
of the Navy (expected to be less affected by budget cutbacks than
the Army) which accounts for over half its revenue base does
provide a degree of revenue and EBITDA generation sustainability.
Alion continues to have a healthy backlog and adequate liquidity
profile.

Alion's adequate liquidity profile, denoted by the SGL-3 liquidity
rating, is supported by expected continued moderate cash levels on
the balance sheet ($7.8 million at June 30, 2012), anticipated
moderately positive free cash flow generation on a rolling twelve
month basis and a largely undrawn facility at quarter-end with
minimal usage on an intra-quarter basis. At June 30, 2012, Alion
reported no drawings under its revolver. Covenant headroom is
expected to remain tight. Although covenant headroom has increased
over the last twelve months due to an increase in absolute EBITDA,
the steeper minimum EBITDA threshold requirements at 2012 year-end
and subsequent step up to $65.5 million by December 31, 2013 will
likely lower headroom. If the company were to lose access to its
revolver due to noncompliance with covenants as a result of lower
than anticipated 2013 EBITDA generation, the SGL rating would be
lowered to SGL-4.

The negative outlook reflects Alion's very high leverage
compounded by the upcoming difficult DoD budget environment and
the need to address its capital structure. The ratings consider
that current liquidity sources are not expected to be sufficient
to meet the maturity of the company's entire debt structure coming
due in the 2014-2015 time period.

Ratings could be lowered if revenue growth and margin improvement
do not materialize, resulting in the failure to improve credit
metrics and liquidity. A meaningful deterioration in free cash
flow generation would likely result in a downgrade.

The rating outlook could be changed to stable if the company grows
revenues and profitability in 2013, improves liquidity by
generating double digit free cash flow and expands headroom under
financial covenants. The ratings could be upgraded if the company
substantially improves its liquidity position and achieves
sustained growth in credit metrics such that debt to EBITDA and
EBIT/interest approach 6.0 times and 1.0 times, respectively.

The principal methodology used in rating Alion Science and
Technology Corporation was the Global Aerospace and Defense
Industry Methodology published in June 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Alion Science and Technology Corporation is an employee-owned
company that provides scientific research, development, and
engineering services related to national defense, homeland
security, and energy and environmental analysis. Particular areas
of expertise include naval architecture and engineering, defense
operations, modeling and simulation, technology integration,
information technology and wireless communications, energy and
environmental services. Revenue for the last twelve months ended
June 30, 2012 totaled $790 million.


ALLIED SYSTEMS: Wants to Implement Key Employee Retention Plan
--------------------------------------------------------------
Allied Systems Holdings, Inc., asks the Bankruptcy Court for entry
of an order authorizing the Debtors to implement a Key Employee
Retention Plan.

Since the commencement of the Debtors' Chapter 11 Cases, the
Debtors have lost a number of employees at various locations in
the U.S. and Canada.  The Debtors are already short staffed, and
given the uncertainties that come with any Chapter 11 case, the
potential loss of additional key employees is substantial and
would be detrimental to the Debtors' reorganization efforts.  As
such, the Debtors seek to implement a retention plan to stem the
tide of further employee attrition during the pendency of these
Chapter 11 Cases.  The non-insider employees that would be covered
by the Retention Plan are critical to the functioning of the
Debtors' ongoing operations.  Accordingly, if these key employees
begin a mass exodus, the Debtors' operations will be significantly
impaired which could have catastrophic consequences for the
Debtors' reorganization efforts.  In order to avoid this harm, the
Debtors have determined that it is necessary to implement the
Retention Plan for these key employees.

The Retention Plan is intended to cover 79 key non-insider
employees that work for various of the Debtor entities in both the
U.S. and Canada.  Participants in the Retention Plan will receive
a lump sum bonus payment equivalent to 15% of such participant's
Annual Base Salary to the extent that each participant remains in
the Debtors' employ (a) through and including the Effective Date
of a Chapter 11 Plan, or (b) the participant incurs a Qualifying
Termination of Employment prior to that time.  A Qualifying
Termination of Employment includes by reason of the death or
Disability of the participant, by reason of a Partial Sale of the
Debtors' business or a termination of the participant's employment
without cause.  The Debtors estimate that the aggregate potential
payout under the Retention Plan is $799,523.95.

A copy of the Key Employee Retention Plan is available for
free at http://bankrupt.com/misc/ALLIEDSYSTEMS_kerp.pdf

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMERICAN AIRLINES: Delays Pile Up Amid Standoff With Pilots
-----------------------------------------------------------
Susan Carey at Dow Jones' Daily Bankruptcy Review reports that
American Airlines continued to rack up flight delays and
cancellations, blaming a dispute with its pilots union.

The Allied Pilots Association (APA) representing the 10,000 pilots
who fly for American Airlines scheduled a public demonstration
Sept. 25 in Boston Logan International Airport signifying American
Airlines' pilots determination to secure a contract commensurate
with their status as professional aviators for a major U.S.
carrier.

APA noted that American Airlines management recently received
bankruptcy court approval to reject the APA-American Airlines
Collective Bargaining Agreement.  APA said that management is now
unilaterally implementing new terms of employment that adversely
affect pilots' working conditions, compensation and retirement
security.  APA believes management is using Chapter 11 bankruptcy
to extract far more value from the pilots than what's needed to
successfully restructure American Airlines.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins Squabble With Revenue Bond Trustee
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent company of American Airlines
Inc., won't be forced to start a lawsuit next month with holders
and indenture trustees for nine issues of special facility revenue
bonds related to the Dallas-Fort Worth airport.

According to the report, Manufacturers & Traders Trust Co., the
indenture trustee for the special facility bonds, filed papers in
August telling the U.S. bankruptcy judge in New York that there is
a potential dispute on the question of whether bondholders have
two claims, one on the bonds and another on a guarantee of the
bonds by another AMR entity.  The indenture trustee wanted the
bankruptcy judge to compel AMR to file any objection to the claims
by Oct. 19.  AMR countered by saying that no one creditor has the
right to mandate the order in which a bankrupt company chooses to
object to thousands of filed claims.

The report relates that the judge agreed with AMR and declined to
force immediate commencement of an objection to claims on the
bonds.  The judge's formal order was signed on Sept. 21.  The
pilots' union filed a motion at the end of the week asking the
bankruptcy judge to freeze implementation of his Sept. 5 order
allowing the airline to make changes in the pilots' contract.

According to the report, the union says it's likely to win on
appeal and that allowing the airline to implement "dramatic
changes" in the contract can't be remedied if the appeal succeeds.
The union describes the issues on appeal as including the question
of whether a bankruptcy court can set aside a contract that
already terminated by its terms, as was the case with the pilots'
contract.  Earlier this year, the AMR judge concluded that he has
ability to mandate changes in an expired union contract.

The report notes that in the reorganization of Hostess Brands Inc.
in White Plains, New York, the bankruptcy judge ruled this year
that he lacks the ability to modify an expired union contract.

AMR customers continued to experience cancellations and flight
delays as pilots took what a union spokesman said was a
conservative approach to allowing aircraft to fly with mechanical
problems.  The flight delays began after AMR began implementing
court-authorized changes in the pilots' contract.

                      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).


ARCAPITA BANK: Trolling for Lender With $500,000 in Bait
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bahrainian investment bank Arcapita Bank BSC is on
the prowl for financing to continue the reorganization begun in
March.

According to the report, to entice lenders into negotiating a
financing package, the bankruptcy court in New York authorized
paying a prospective lender as much as $500,000 in expense
reimbursement.  Arcapita said financing is complex and novel
because there has been no previous Chapter 11 reorganization in
compliance with Islamic Shariah financing regulations.  When
seeking approval for expense reimbursement, Arcapita said it was
hoping that financing would be arranged in time for approval in
early October.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ASSOCIATED ESTATES: Moody's Raises Debt Shelf Rating From (P)Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Associated Estates'(AEC)
senior unsecured debt shelf rating to (P)Baa3 from (P)Ba1. The
rating outlook is stable. The rating upgrade reflects the
multifamily REIT's improved portfolio composition, continued
earnings strength, and maintenance of modest leverage as it
continues to grow. Moody's ratings and stable outlook reflects
Moody's expectation that strong operating performance will
continue to drive improvement in AEC's key credit metrics,
particularly Net Debt/EBITDA. Moody's also expects the REIT will
continue its efforts to increase the size of its unencumbered
asset pool, while maintaining modest overall leverage.

RATINGS RATIONALE

Moody's notes that Associated Estates has improved its asset
quality over the past several years, executing a substantial
amount of acquisitions and dispositions that have reduced the
average age of its portfolio and increased its presence in higher-
growth markets like the Northern Virginia/DC metro area, Dallas,
and, more recently, Raleigh-Durham. The REIT still has a large
presence in the Midwest (41% of 2Q12 NOI), but even as these
assets have a lower-growth profile they also provide an important
component of stability to the REIT's cash flows as evidenced by
their performance during the recent recession. With multifamily
fundamentals now favorable, Associated Estates recorded 5.5% same-
community NOI growth in 2Q12 and Moody's expects continued solid
growth through at least 2013. This growth should translate into
continued improvement in key credit metrics like fixed charge
coverage and Net Debt/EBITDA.

The (P)Baa3 rating reflects Moody's expectation that Associated
Estates will continue to decrease its reliance on secured
financing and increase the size of its unencumbered asset pool.
Secured debt was modestly high at 29% of gross assets as of 2Q12,
but has declined from 37% at YE10 and 51% at YE09. Moody's expects
the REIT will further decrease secured leverage over the next few
years via the acquisition of unencumbered assets and refinancing a
large portion of upcoming secured debt maturities with other
sources of capital. Associated Estates has no debt maturities
remaining in 2012 and $150 million of maturities in 2013. The
REIT's liquidity is supported by its $350 million unsecured credit
facility (matures in 2016), which had $75 million drawn as of
2Q12.

Associated Estates' key credit challenges remain its small size,
still high geographic concentration in certain Midwest sub-
markets, and modestly high secured debt levels. In addition,
leverage is still high as measured on a Net Debt/EBITDA basis and
EBITDA margins remain lower than many of its multifamily peers,
partially a function of its size.

Moody's indicated that a rating upgrade would be difficult in the
intermediate term, but would likely reflect Net Debt/EBITDA closer
to 6.0x, secured debt below 15% of gross assets, gross assets
closer to $3.5 billion, and maintenance of sound operating
performance with fixed charge coverage above 2.8x on a sustained
basis. The ratings would likely be downgraded should fixed charge
coverage fall below 2.2x, Net Debt/EBITDA rise above 9x, or
secured leverage increase above 35% of gross assets, all on a
sustained basis.

The following ratings were raised with a stable outlook:

Associated Estates Realty Corporation - senior unsecured debt
shelf to (P)Baa3 from (P)Ba1; preferred stock shelf to (P)Ba2 from
(P)Ba3.

Moody's last rating action for Associated Estates Realty
Corporation was on March 22, 2012, when the ratings were affirmed
with a positive outlook.

Associated Estates Realty Corporation is a multifamily real estate
investment trust headquartered in Richmond Heights, Ohio. The
REIT's portfolio consists of 53 properties located in ten states.

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


ATP OIL & GAS: Receives Final Approval for New Senior Financing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. received final approval on
Sept. 20 for secured financing that includes $250 million in new
borrowing power plus conversion of about $365 million in pre-
bankruptcy secured debt into a post-bankruptcy obligation.

The report relates the new financing is being provided by some of
the same lenders owed $365 million on a first-lien loan where
Credit Suisse AG serves as agent.  The new loan comes in ahead of
the existing second-lien debt.

The Company's second-lien notes traded on Sept. 21 for 22.25 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  The notes traded
at 29.625 cents on Aug. 17, the day of the Chapter 11 filing in
Houston.  ATP reported a net loss of $145.1 million in the first
quarter on revenue of $146.6 million.

                           About ATP Oil

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

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

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

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

An official committee of unsecured creditors has been appointed in
the case.


AXION INTERNATIONAL: MLTM Owns 21.8% Equity Stake as of Sept. 11
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MLTM Lending, LLC, disclosed that as of
Sept. 11, 2012, it beneficially owns 7,317,218 shares of common
stock of Axion International Holdings, Inc., representing 21.8% of
the shares outstanding.  ML Dynasty Trust beneficially owns
6,585,496 common shares as of Sept. 11.  A copy of the filing is
available for free at http://is.gd/G8UyKf

                     About Axion International

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

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

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

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


B & T OLSON: Can Use KB Cash Collateral Through Plan Confirmation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized in a third interim order B & T Olson Family LLC to use
lease income from various commercial properties (which constitute
as cash collateral of Key Bank) through the effective date of a
plan confirmation, pursuant to a budget.

As reported in the TCR on May 22, 2012, three banks assert an
interest in the cash collateral on account of prepetition secured
loans:

                                     Amount Owed
     Lender                          Prepetition
     ------                          -----------
     Opus Bank, successor to
        Cascade Bank                 $11,855,002
     Union Bank, successor to
        Frontier Bank                 $1,177,397
     Key Bank                         $2,177,524

As adequate protection, the third interim Order provides that Key
Bank will continue to hold, and is granted, on an interim basis, a
replacement lien encumbering leases and subleases entered into
following the Petition Date, and the rents generated from those
leases and subleases.

To the extent the interests of Key Bank are not adequately
protected by the interim replacement liens and other provisions of
the third interim order, Key Bank will retain their right to seek
allowance of a claim under Section 507(b) of the Bankruptcy Code.

The Debtor's use of Key Bank's cash collateral will terminate
automatically upon either (i) the conversion of the bankruptcy
case to one under Chapter 7 of the Bankruptcy Code or (ii) the
appointment of a Chapter 11 trustee.

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson disclosed
$18.3 million in assets and $17.5 million in assets in its
schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


B & T OLSON: Can Access Opus Bank Cash Collateral Until Nov. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized in a third interim order B & T Olson Family LLC to use
lease income from various commercial properties that constitute as
cash collateral of Opus Bank.  The order allows the Debtor to use
cash collateral through the earlier of Nov. 15, 2012, or the
effective date of a confirmed plan of reorganization, pursuant to
a budget.

Opus Bank has filed a proof of claim asserting a total outstanding
balance on its loans of approximately $12,138,910 as of the
Petition Date.

As adequate protection, the third interim Order provides that Opus
Bank will continue to hold, and is granted, on an interim basis, a
replacement lien encumbering leases and subleases entered into
following the Petition Date, and the rents generated from those
leases and subleases.

As additional adequate protection, the Debtor will pay to the Bank
the cash payments set forth in the budget.

To the extent the interests of Opus Bank are not adequately
protected by the interim replacement liens and other provisions of
the third interim order, Opus Bank will retain their right to seek
allowance of a claim under Bankruptcy Code Section 507(b).

The Debtor's use of Opus Bank's cash collateral will terminate
automatically upon either (i) the conversion of the bankruptcy
case to one under Chapter 7 of the Bankruptcy Code or (ii) the
appointment of a Chapter 11 trustee.

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson disclosed
$18.3 million in assets and $17.5 million in assets in its
schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
serve as the Debtor's counsel.

Opus Bank is represented by Brian C. Free, Esq., and Amit D.
Ranade, Esq., at Hillis Clark Martin & Peterson P.S.


BEALL CORPORATION: 100-Year Old Portland Truck Maker in Ch. 11
--------------------------------------------------------------
Beall Corporation filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, estimating at least
$10 million in assets and liabilities.

Headquartered in Portland, Beall is a manufacturer of lightweight,
efficient, and durable tanker trucks, trailers and related
products.  Founded in 1905, the Debtor has four factories and nine
sale branches across the U.S.  The Debtor has 285 employees, with
an average weekly payroll of $300,000.

Beall on the petition date filed motions to pay prepetition wages
and benefits, provide adequate protection to utility companies and
use cash collateral.  There's an expedited hearing on the first
day motions on Sept. 27, 2012 at 10:00 a.m. before Judge Elizabeth
L. Perris.

The Debtor said it needs to obtain court approval of its first-day
motions in order to continue to conduct its business in the
ordinary course and to pay its postpetition obligations as and
when they become due.

The Debtor has tapped Tonkon Torp LLP as counsel.


BERNARD L. MADOFF: Trustee Argues Morrison Won't Nix Foreign Suits
------------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the trustee for
Bernard L. Madoff's defunct firm told a New York federal judge
Friday that he has the right to sue foreign entities that
allegedly received Ponzi scheme proceeds, arguing the U.S. Supreme
Court's landmark Morrison ruling did not doom 60 such cases.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BREITBURN ENERGY: Moody's Rates $200-Mil. Sr. Unsec. Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to BreitBurn Energy
Partners L.P.'s proposed $200 million senior unsecured notes due
2022. The notes are an add-on to the company's $250 million senior
unsecured notes due 2022 that were issued in January 2012. The
proceeds will be used to repay borrowings under the revolving
credit facility. The rating outlook is stable.

RATINGS RATIONALE

"BreitBurn's B1 Corporate Family Rating (CFR) reflects its long-
lived, predominately proved developed reserve base, balanced
exposure to oil and natural gas production and relatively low
leverage on proved reserves," stated Michael Somogyi, Moody's Vice
President -- Senior Analyst. Furthermore, "BreitBurn's predictable
production profile and active hedging strategy provides for
greater certainty in balancing the funding of development capex
and distributions consistent with its MLP corporate finance
model."

The company recently completed three acquisitions totaling $313
million, funded primarily through revolver borrowings. They
acquired 5.9 million barrels of oil equivalent (BOE) of proved
reserves in Wyoming from Legacy Energy, Inc. for $93 million in
June 2012 and acquired 9.5 million BOE of proved reserves in the
Permian Basin from Element Petroleum, LP and CrownRock, LP for a
combined $220 million in July 2012. The debt taken on from these
acquisitions significantly increased BreitBurn's leverage profile.
However, as demonstrated in the past, management is prone to
issuing equity to support its growth, most recently completing an
equity offering in September 2012 which brought in $204 million of
cash.

Moody's estimates BreitBurn's pro-forma leverage on production and
PD reserves, post-acquisition and bond issuance, to be
approximately $35,000/BOE and $5.7/BOE respectively. Their
leverage on production is relatively high compared to other B1
peers; however, it is counter-balanced by a stable and predictable
production profile that allows the company to hedge its forecasted
production out many years, with over 75% hedged in both 2012 and
2013, and 65-70% for 2014 and 2015. Hedging provides stability of
future cash flows and allows for reinvestment, distributions, debt
service and capital raise requirements to be anticipated with more
precision.

The B3 rating on the proposed $200 million senior notes reflects
both the overall probability of default of BreitBurn, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(76%). The company has a $1.5 billion senior secured revolving
credit facility with a borrowing base of $850 million. Post-
offering, the borrowing base will be reduced to $800 million.
BreitBurn also has $250 million of senior notes due 2022 and $305
million of senior notes due 2020. Both the new and existing senior
notes are unsecured and therefore subordinated to the senior
secured credit facility's potential priority claim to the
company's assets. The size of the potential senior secured claims
relative to the unsecured notes outstanding results in the senior
notes being notched two ratings below the B1 CFR under Moody's
Loss Given Default Methodology.

The principal methodology used in rating BreitBurn was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
US, Canada, and EMEA published in June 2009.

BreitBurn Energy Partners L.P. is an independent exploration and
production master limited partnership headquartered in Los
Angeles, California.


BREITBURN ENERGY: S&P Keeps 'B' Rating on Senior Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said the 'B' rating on
BreitBurn Energy Partners' senior unsecured notes due 2022 would
remain unchanged following the company's plan to add $200 million.
This brings the total issue amount to $450 million. "The recovery
rating on the note remains '5', indicating our expectation of
modest (10% to 30%) recovery for lenders in the event of default.
BreitBurn plans to use the proceeds to refinance borrowings under
its credit facility," S&P said.

The ratings on Los Angeles-based oil and gas property developer
BreitBurn reflect S&P's assessment of the company's "vulnerable"
business risk and "aggressive" financial risk. The ratings
incorporate the company's relatively small asset base and
production levels, some geographic concentration (about 50% of its
total proved reserves are in Michigan), and modest organic growth
prospects from its mature asset base. The ratings also take into
account its acquisitive strategy as a master limited partnership
(MLP) that focuses on maintaining its dividend and its relatively
high cost structure compared with other exploration and production
(E&P) companies. These risks are adequately mitigated at the
rating level by a significant hedge book over the next few years
that should help offset natural gas and oil price volatility, a
large concentration of proved developed reserves in its asset
base, long-lived reserves, and diversity between oil and gas.

RATINGS LIST
BreitBurn Energy Partners
Corporate credit rating                      B+/Stable/--
$450 mil senior unsecured notes due 2022     B
  Recovery rating                             5


CAPITOL BANCORP: Says ValStone Is Potential Equity Investor
-----------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that ValStone
Asset Management LLC is mulling a potential transaction with
Capitol Bancorp Ltd., the Michigan bank-holding company that's
hoping to emerge from bankruptcy protection next month.

                       About Capitol Bancorp

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

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

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

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

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


CASELLA WASTE: Moody's Affirms 'B3' CFR & Rates Sr. Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the planned
senior subordinated add-on notes of Casella Waste Systems, Inc.,
and affirmed the B3 corporate family and probability of default
ratings. The actions were predicated on the success of the
company's planned refinancing of a portion of its debt through
capital markets transactions. The Caa2 rating for the company's
existing subordinated notes and Caa1 rating for its Solid Waste
Revenue bonds were affirmed, but Moody's noted that the ratings
could each be raised, to Caa1 for the subordinated notes and B2
for the Solid Waste Revenue bonds, due to the potential for the
proposed refinancing to reduce loss severity for those instruments
in the event of default. No action was taken on the company's B3
rated second lien notes as the rating is anticipated to be
withdrawn if the notes are redeemed as part of the planned
refinancing. The rating outlook for Casella remains negative.

RATINGS RATIONALE

The B3 CFR rating is driven by Casella's below average EBITDA
margin (about 20% for Casella per Moody's adjustments vs. 27%
average for peers for the most latest twelve months), high
leverage (over 6x on Moody's adjusted basis), regional
concentration, and small size. The company has implemented a 100
basis point general and administrative cost savings plan. In
addition, the company signed an agreement to sell its Maine Energy
waste-to-fuel plant, thereby removing this cash flow draining
asset and modestly improving overall margins. The planned sale of
additional subordinated bonds (at net interest rates measurably
lower than existing debt), new equity, and a revolver draw, will
fund the tender of the second lien bonds as well as modestly
reduce balance sheet leverage, improve interest coverage, and aid
the company's efforts to approach break-even results.

The Caa1 rating on the planned subordinated notes reflects their
expected recovery in a default scenario following the refinancing
of the structurally senior second lien bonds with subordinated
notes. Moody's anticipates upgrading the rating on the outstanding
subordinated notes to Caa1 and the rating on the Solid Waste
Revenue bonds to B2, as well as withdrawing its rating on the
second lien notes if the proposed refinancing is completed as
expected.

Successful closure of the planned capital markets transactions,
completion of the sale of Maine Energy, and measurable margin
improvement could result in a change in the outlook to stable over
the next six months. In the short term, failure of the planned
debt and equity transactions, and over the coming months, failure
to improve operating performance and raise sufficient funds to
retire the second lien bonds, could result in downward rating
momentum. The company's revolver has an accelerated maturity date
in March 2014 if the second lien bonds remain outstanding and
refinancing initiatives could become more challenging in a
weakening economic environment. Moody's notes the company has
insufficient internally generated funds to repay revolver cash
drawing ($84 million as of July 2012).

The principal methodology used in rating Casella Waste Systems was
the Solid Waste Management Industry Methodology published in
Februrary 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.

Casella, based in Rutland Vt., collects and disposes of municipal
solid and construction waste, specialty waste primarily from
energy drilling activities, and collects, processes and sells
recyclable waste. Revenue for the twelve months ending July 2012
was $475 million.


CONNACHER OIL: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Calgary,
Alta.-based oil and gas producer Connacher Oil And Gas Ltd. to
negative from stable. At the same time, Standard & Poor's affirmed
its 'B' long-term corporate credit rating and 'BB-' issue-level
debt ratings on the company's US$550 million and C$350 million
second-lien debt. "The recovery rating on the two debt issues is
unchanged at '1', which indicates our expectation of very high
(90%-100%) recovery under our simulated default scenario," S&P
said.

"Standard & Poor's acknowledges that Connacher's liquidity
position has strengthened materially as a result of the sale of
its conventional oil and gas assets and Montana-based 9,500
barrel-per-day refinery. We believe net proceeds, pro forma
availability under its revolving credit facility, and forecast
funds from operations (FFO) should be sufficient to fund the
company's expected spending through year-end 2013," S&P said.

"Despite the improved liquidity, the outlook revision reflects our
view that Connacher's existing operations are not able to generate
sufficient FFO to internally fund its minimum required maintenance
capital," said Standard & Poor's credit analyst Michelle Dathorne.
"In our opinion, the company will need to secure external funding,
ideally through the completion of its strategic review process, to
ensure the ongoing viability of its existing operations as well as
continue developing its Great Divide oil sands properties," Ms.
Dathorne added.

"The ratings on Connacher reflect Standard & Poor's views of the
company's high full-cycle cost structure, weak expected FFO
generation, and highly leveraged balance sheet. In our view, these
factors hamper the company's ability to fully realize the organic
growth potential inherent in its large oil sands resource base. We
believe that somewhat mitigating these weaknesses are Connacher's
large oil sands resource base, the good visibility to long-term
drill-bit-related production growth, and the potential for strong
operating cash flows if the company achieves better economies of
scale, which we believe is possible with a larger production
base," S&P said.

"Pro forma its announced asset sales, Connacher's business
operations will focus solely on the development of its steam-
assisted gravity drainage (SAGD) properties. The company's assets
now consist of its wholly owned in-situ bitumen resources in
northeast Alberta," S&P said.

"The negative outlook reflects our opinion that Connacher's
internal cash flow generation is not sufficient to sustain its
current operations. Without the liquidity enhancement from the
sale of its conventional oil and gas assets and refinery
(announced in third-quarter 2012), we do not believe the company
would be able to fully fund its ongoing financing and maintenance
capital spending requirements. Although we believe Connacher's
cash resources, pro forma the asset sales, should allow the
company to fund its announced capital spending through year-end
2013, its liquidity position will begin to deteriorate within the
next 12 months if it cannot secure external equity funding to
sustain its current operations and continue expanding its
multiphase steam-assisted gravity drainage project. We believe the
liquidity position will deteriorate more rapidly in the second
half of 2013, if the company cannot find a joint venture partner
or purchaser before this time. As a result, we would lower the
ratings in 2013. Given Connacher's cash flow profile relative to
its financing and maintenance capital spending requirements, a
positive rating action will not occur without a transformative
transaction occurring during our forecast period," S&P said.


CONSOLIDATION SERVICES: Leland Value in Q3 2011 Form 10-Q Revised
-----------------------------------------------------------------
Consolidation Services, Inc., has restated its quarterly report on
Form 10-Q for the three and nine months ended Sept. 30, 2011, to
properly reflect the valuation of the acquisition of the Leland
partnerships based upon an oil and gas reserve valuation of
$4.3 million.  The acquisition of the Leland partnerships were
originally recorded on April 2, 2010, at a valuation of
$15,267,204 based on the fair value of the common stock
consideration and goodwill was recorded for $10,912,035 in
connection with the acquisition.  Immediately following the
acquisition, the Company recorded an impairment of the goodwill.
The consolidated financial statements have been restated for all
periods from the date of acquisition to Sept. 30, 2011, to
eliminate the initial valuation and subsequent impairment of
goodwill.

The consolidated financial statements have also been restated to
reflect additional accrued compensation of the Company's Chief
Executive Officer for the three and nine months ended Sept. 30,
2011 of $45,000 and $135,000, respectively.

The consolidated financial statements have also been restated for
Sept. 30, 2010, to reflect the adjustment to depreciation,
depletion, and amortization that was previously recorded for the
excess valuation of properties at $98,740 and reduced to $50,986.

The consolidated financial statements have also been restated to
reflect the authorization of preferred stock which none has been
issued or outstanding as of Sept. 30, 2011.

The consolidated financial statements have also been restated for
the period ended Sept. 30, 2011, in response to comments received
from Securities and Exchange Commission to furnish predecessor
financial statements of the combined Leland partnerships (the
"Predecessor"), in accordance with Regulation S-X 8-02 by
including financial statements of the Predecessor for the period
from Jan. 1, 2010, through April 1, 2010, and the period from
April 2, 2010, through Sept. 30, 2010.

The total effect of the adjustments described above for the three
and nine months ended Sept. 30, 2011, was an increase in the net
loss of $45,000 and $135,000, respectively, an increase in total
liabilities of $135,000, a decrease in additional paid in capital
of $10,912,035 and a decrease in accumulated deficit of
$10,777,035.

The Company reported a net loss of $159,307 on $74,846 of oil and
gas revenues for the three months ended Sept. 30, 2011, compared
with a net loss of $492,224 on $70,861 of oil and gas revenues for
the same period ended Sept. 30, 2010.

For the nine months ended Sept. 30, 2011, the Company had a net
loss of $1.1 million on $239,973 of oil and gas revenues, compared
with a net loss of $2.1 million on $137,836 of oil and gas
revenues for the same period ended Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2011, showed $5.2 million
in total assets, $540,764 in total liabilities, and stockholders'
equity of $4.7 million.

The Company sustained losses from operations for the nine months
ended Sept. 30, 2011, of $1.1 million.  Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from lenders, investors and the
support of certain stockholders.  "These factors raise substantial
doubt about the ability of the Company to continue as a going
concern."

A copy of the Form 10-Q/A is available at http://is.gd/UedD8a

Las Vegas, Nev.-based Consolidation Services, Inc., is engaged in
the acquisition, development and exploitation of domestic natural
resources including mining and timber.  The Company's current
operations consist of owning and operating oil and gas properties
in Kentucky and Tennessee.




CROSS BORDER: Had $475,200 Net Income in Second Quarter
-------------------------------------------------------
Cross Border Resources, Inc., filed its quarterly report on Form
10-Q, reporting net income of $475,252 on $4.1 million of total
revenues and gains for the three months ended June 30, 2012,
compared with a net loss of $66,597 on $1.5 million of total
revenues and gains for the same period last year.

"During the 2012 Quarter, we recognized a gain of $1.44 million,
which represents the combination of $72,282 in net realized hedge
settlements received for the difference between the hedged price
and the market price in closed months, and $1.37 million non-cash
mark to market gain on the remaining term of our crude oil fixed
price swaps.  This compares with a 2011 Quarter gain of $75,857,
which included net realized hedge settlements paid of $727 for the
difference between the hedged price and the market price."

For the six months ended June 30, 2012, the Company had net income
of $1.2 million on $7.8 million of total revenues and gains,
compared with a net loss of $221,513 on $3.1 million of total
revenues and gains for the same period of 2011.

"During the YTD 2012 period, we recognized a gain of $961,911,
which is the combination of $20,866 of net realized hedge
settlements received for the difference between the hedged price
and the market price in closed months, and a $941,045 non-cash
mark to market gain on the remaining term of our crude oil fixed
price swaps.  This compares with a YTD 2011 gain of $106,123,
which is net of included realized hedge settlements paid for the
difference between the hedged price and the market price of $727."

The Company's balance sheet at June 30, 2012, showed $37.4 million
in total assets, $18.3 million in total liabilities, and
stockholders' equity of $19.1 million.

According to the regulatory filing, at June 30, 2012, the Company
had a working capital deficit of $2,352,063 and outstanding debt
of $12,240,408.  Because of the working capital deficit, the
Company was not in compliance with the covenants of its line of
credit with Texas Capital Bank.  On Aug. 22, 2012, TCB agreed to a
waiver of the covenant violations for a period of one year.   Of
the outstanding debt, $367,309 is due Sept. 30, 2012, under an
unsecured promissory note payable to Green Shoe Investments, Ltd,
and $396,969 is due Sept. 30, 2012, under an unsecured promissory
note payable to Little Bay Consulting, SA.

"The Company currently does not have sufficient funds to repay
these obligations.  The Company is exploring available financing
options, including the sale of debt, equity, or assets.  The
Company sold its Wolfberry assets for $2,250,000.  The closing
date of the sale was Aug. 16, 2012.  If the Company is unable to
finance its operations on acceptable terms or at all, its
business, financial condition and results of operations may be
materially and adversely affected.  As a result of the working
capital deficiency, there is substantial doubt regarding the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/d7HRB1

Dallas, Tex.-based Cross Border Resources, Inc., is an independent
natural gas and oil company engaged in the exploration,
development, exploitation, and acquisition of natural gas and oil
reserves in North America.  The Company's primary area of focus is
the State of New Mexico, particularly southeastern New Mexico.




DELTEK INC: S&P Lowers CCR to 'B' on LBO; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services removed the ratings on Herndon,
Va.-based Deltek Inc. from CreditWatch with negative implications,
and lowered its corporate credit rating to 'B' from 'BB-'. "We
placed the ratings on CreditWatch on Aug. 28, 2012. The outlook is
stable," S&P said.

"The downgrade reflects less favorable financial metrics,
including a decrease in projected free cash flow and an increase
to June 30, 2012 leverage to around 9x pro forma (adjusted for
operating leases, but excluding potential cost synergies) for the
prospective LBO, which will add about $500 million of incremental
debt to the company's capital structure," S&P said.

"At the same time, we assigned our 'B+' issue-level rating and '2'
recovery rating to the company's proposed $455 million first-lien
credit facility, consisting of a $425 million term loan and a $30
million revolving credit facility. The '2' recovery rating
indicates our expectations for substantial (70%-90%) recovery for
lenders in the event of a payment default. We also assigned our
'CCC+' issue-level rating and '6' recovery rating to the company's
proposed $225 million second-lien term loan. The '6' recovery
rating indicates our expectations for negligible (0%-10%) recovery
for lenders in the event of a payment default," S&P said.

"Ratings will be subject to final review of loan and equity term
sheet documentation. We expect the existing debt to be refinanced
completely through a combination of new debt proceeds and new
sponsor equity. We will withdraw the ratings on the existing debt
once the proposed transaction funds and closes," S&P said.

The ratings on Deltek reflect the company's "weak" business risk
profile and "highly leveraged" financial risk profile. The
business risk incorporates the company's meaningful position in
the Project and Portfolio Management (PPM) software market and
improved product, vertical, and geographic diversity, but also its
limited scale and modest position in the overall enterprise
resource planning (ERP) market, stiff competition from larger
players, and potential for the company's core end markets to
experience low growth over the near term.

"The financial risk profile is distinguished by its very high
leverage and diminished cash flow generation following the LBO,"
said Standard & Poor's credit analyst Alfred Bonfantini. "Our
near-term ratings assumptions include: low- to mid-single-digit
revenue growth, led by the Information Solutions segment and
certain segments of the professionals services space, and
recurring maintenance revenue; EBITDA margins improving to the
mid-20% area because of realized synergies and cost reductions;
and leverage declining to the high-7x area by fiscal year-end 2012
and just under 7x by the end of 2013," S&P said.

"The outlook is stable. We believe that the company's largely
recurring revenue base, enhanced product and end market
diversification, and improved margins will provide for consistent
revenue growth and cash flows and allow the company to de-leverage
somewhat over the near term. An upgrade is unlikely over the near
term given very high initial leverage levels and the modest
expected improvement in financial metrics over the coming year,"
S&P said.

"We could lower the rating over the next year if a weakening in
revenue and EBITDA margins (below 20%) occurs because of
contraction in the company's European end markets and sharp
declines in the GovCon space due to large-scale budget cuts, and
causes leverage to be sustained above 8.5x," S&P said.


DEWEY & LEBOEUF: Ex-Partners' $71M Clawback Deal Remains in Limbo
-----------------------------------------------------------------
Bankruptcy Law360 reports that a bankruptcy judge held a hearing
Thursday but adjourned for the day without ruling whether to grant
Dewey & LeBoeuf's Aug. 29 motion seeking approval for a proposed
partnership contribution plan, or PCP.

Megan Leonhardt at Bankruptcy Law360 reports that Judge Martin
Glenn again on Friday kept Dewey & LeBoeuf attorneys formerly with
the firm and creditors in suspense after he held off approving or
rejecting a proposed $71.5 million clawback deal with onetime
partners.

Judge Glenn took the issue of approval on the proposed partner
contribution plan under submission after nearly seven hours of
arguments by the plan's supporters and objectors, according to
Bankruptcy Law360.

                       444 Settling Partners

As reported in the Sept. 21, 2012 edition of the TCR, Dewey &
Leboeuf filed with the Court a schedule of the 444 ex-partners of
the defunct firm who agreed to return money to avoid litigation.

To recall, Dewey & Leboeuf at the end of August filed with the
U.S. Bankruptcy Court for the Southern District of New York a
motion seeking approval of a $71.5 million settlement with former
attorneys of the Debtor that would shield former attorneys from
potential clawback litigation.

The settlements represent about 80% of the $89 million the firm
was seeking to recover from all former partners.

A copy of the schedule of the 444 participating partners and their
respective partner contribution amounts is available for free at:

            http://bankrupt.com/misc/dewey.doc497-1.pdf

                       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.


DICKINSON THEATRES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Paul Koepp at Kansas City Business Journal reports Dickinson
Theatres Inc. has filed for Chapter 11 bankruptcy in an attempt to
reorganize, and plans to close at least four locations, including
its Blue Springs 8 Theatre.

The report says the Company disclosed assets of about $2.2 million
and liabilities of more than $7.6 million.  Secured claims amount
to a little more than $5 million, including $2.2 million in
mortgages with Lee's Summit-based First Community Bank.  The
filing says Dickinson had gross income of $38.3 million during the
year that ended May 31.  It also indicates the Company has been
undergoing an income tax audit by the Internal Revenue Service.

"This is an unfortunate but necessary step driven by the general
economy and movie industry trends," the report quotes Paul
Hoffmann, Esq., of Stinson Morrison Hecker LLP, who represents the
company in its bankruptcy, as saying.  He said the company hopes
to have its reorganization plan confirmed by the bankruptcy court
by Thanksgiving.

Dickinson Theatres Inc. has 210 screens in 18 locations throughout
seven states.  Six theaters are in the Kansas City area.


DIGITAL DOMAIN: Brown Rudnick, Sullivan Hazeltine Represent Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, last
week appointed a three-member official committee of unsecured
creditors in the Chapter 11 case of Digital Domain Media Group,
Inc., and its debtor-affiliates.  The notice of appointment was
dated Sept. 18, just three days ahead of a scheduled auction of
the Debtor's assets and six days prior to the Sept. 24 court
hearing to consider approval of the sale.

The Committee members are:

     1. Minh-Tam Frye
        1986 SW GRanello Terr.
        Port St. Lucie, FL 34953
        Tel: 772-267-1813

     2. Straticon, LLC
        Attn: John Colmar
        PO Box 588
        Richland, MI 49083
        Tel: 269-629-5936
        Fax: 269-629-3134

     3. Leighton Security Management, Inc.
        Attn: Stephen G. Leighton
        PO Box 308
        Stuart, FL 34995
        Tel: 772-220-9400

The Committee has tapped as bankruptcy counsel:

         William D. Sullivan, Esq.
         Seth S. Brostoff, Esq.
         SULLIVAN HAZELTINE ALLINSON LLC
         901 North Market Street, Suite 1300
         Wilmington, DE 19801
         Tel: (302) 428-8191
         Fax: (302) 428-8195

              - and -

         H. Jeffrey Schwartz, Esq.
         Bennett S. Silverberg
         BROWN RUDNICK LLP
         Seven Times Square
         New York, NY 10036
         Telephone: (212) 209-4800
         E-mail: jschwartz@brownrudnick.com
                 Bsilverberg@brownrudnick.com

                       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.

An official committee of unsecured creditors has been appointed in
the case.


DIGITAL DOMAIN: Beijing Galloping & Reliance Submit Winning Bid
---------------------------------------------------------------
Digital Domain Media Group, Inc. disclosed that a joint venture,
led by Galloping Horse America, LLC, in partnership with Reliance
MediaWorks (USA), Inc., submitted the winning bid to acquire the
visual effects, Mothership Media and certain other businesses and
assets of Digital Domain Productions, Inc. and subsidiaries for
$30.2 million at a Sept. 21, 2012 auction in New York.  The sale
is subject to execution of an asset purchase agreement and
Bankruptcy Court approval, the hearing for which is currently
scheduled for Sept. 24, 2012.

Galloping Horse-Reliance will acquire all assets constituting the
businesses of Digital Domain and Mothership -- feature film and
advertising visual effects, commercial production and virtual
humans, studios in California and Vancouver, BC, Canada and a co-
production stake in the feature film Ender's Game.  Pursuant to
section 363 of the Bankruptcy Code, Galloping Horse - Reliance
will acquire these assets free and clear of all claims and
encumbrances, with the proceeds going to the bankruptcy estate.

The businesses will continue to operate in the normal course of
business, with the joint venture assuming ownership upon Court
approval.

Ivy Zhong, vice chairman and managing director of Beijing
Galloping Horse Film Co., Ltd., said, "Digital Domain is a legend
in the industry, known for its world-class quality of work and
creative talent.  We are thrilled to have found a partner in
Reliance MediaWorks that is as committed as we are to ensuring
Digital Domain's continued excellence and success."

Venkatesh Roddam, chief executive officer, Film & Media Services,
Reliance MediaWorks, said, "We have had a wonderful working
relationship with Digital Domain over the years and we could not
be happier to take it further through the joint Galloping Horse -
Reliance acquisition.  We are looking forward to working with
Digital Domain employees and customers to make the operation
better and stronger."

Beijing Galloping Horse and Reliance MediaWorks have a combined
enterprise value of more than $25 billion, complementary offerings
and presence in multiple worldwide geographies strategic to the
entertainment industry.  Galloping Horse--Reliance gives Digital
Domain, a multi-Academy Award(R)-winning digital production studio
long established as a pioneer in high-quality visual effects,
strong infrastructure and significant financial support.

Galloping Horse America holds a 70% stake with Reliance MediaWorks
holding a 30% stake in the Digital Domain joint venture.  China
eCapital served as the exclusive financial advisor to Galloping
Horse and its affiliated parties in this transaction.

"This is a great day for Digital Domain," said Digital Domain
Chief Executive Officer Ed Ulbrich.  "Our new partners have
incredible strength and reach in the global entertainment
marketplace.  They are powerful strategic partners that understand
our business and our clients' business.  Their support enables us
to continue creating the highest quality entertainment and
advertising and puts us in the strongest financial position that
Digital Domain has ever been in.  We are grateful to all of the
bidders and couldn't be more pleased with this outcome."

As previously disclosed, Searchlight Capital Partners had
submitted a stalking horse bid for the Digital Domain and
Mothership assets in the amount of $15 million.  Under the
Bankruptcy Code DDMG was required to engage in the process of
seeking the highest and best bid for these assets in accordance
with the bid procedures approved by the Court.

"We are so pleased that the visual effects businesses will be
continued under the strong financial and strategic ownership of
Galloping Horse and Reliance.  This represents a wonderful outcome
for the business, its studio and advertiser customers and partners
and valued employees, and for the Digital Domain Chapter 11
estate.  Many are to be thanked for their incredible efforts to
achieve this milestone," said Mike Katzenstein, DDMG, Chief
Restructuring Officer.  "I would also like to recognize
Searchlight Capital for agreeing to be the stalking horse bidder
in the auction.  I am certain that their commitment to the company
under the most urgent of circumstances, helped save the business
and allowed for the robust auction that led to this result."

                  $21.7 Million Hike in Price

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. conducted an auction
and saw the purchase price for its assets increase to $36.7
million from the opening bid of $15 million by the conclusion of
the auction at midnight on Sept. 21.

According to the report, the winning bidder for the provider of
visual effects for the movie industry was a joint venture between
Galloping Horse America LLC, an affiliate of Beijing Galloping
Horse Co., and an affiliate of Reliance Capital Ltd., based in
Mumbai.  The bid included $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

The official creditors' committee supports the sale, although the
panel said in a bankruptcy court filing that the price might have
been higher had there been more time to market the business.  The
committee said there were "some moments of disarray" in the
auction.  Ultimately, the price was fair, the committee said,
given the "extraordinary circumstances."

There was a hearing scheduled Sept. 24 in U.S. Bankruptcy Court in
Delaware for approval of the sale.

The report notes the original $15 million bid was from Searchlight
Capital Partners LP.  Searchlight participated in the auction
along with four other bidders, according to a court filing.

According to Dow Jones' Daily Bankruptcy Review, Digital Domain
intends to close the deal by the end of the week.

                      About Mothership Media

Mothership is a force of talented directors who create
advertising, entertainment and brand experiences. The company
takes projects from start to finish using whatever approach works
best for the story being told, from live action to full-scale
digital production and anything in between. A subsidiary of
Digital Domain, Mothership has all of the resources, artists and
technologists of the legendary digital powerhouse at our
fingertips, so its directors can create whatever they envision;
from TV commercials to video game marketing to integrated
campaigns that roll out across platforms and virtual performers.

                     About Beijing Galloping

Beijing Galloping Horse Film Co., Ltd. is a leading company in the
film and TV industry in China. With nearly 20 years of industry
experience, Galloping Horse is actively engaged in film and
television financing, production, distribution, as well as
advertising and magazine publishing. Recently, it has added cinema
construction, new media and animated content production, as well
as talent management into its growing business portfolio.
Galloping Horse has earned itself a high reputation in the Chinese
media industry by producing contents that are both critically
acclaimed and commercially successful. The company has signed
exclusive deals with some of the most prominent producers,
directors and writers in China, including John Woo (first look),
Zhang Yibai, Ning Hao, Liu Heng, Lu Wei, etc. This strategy gives
Galloping Horse a competitive advantage over other players.

                     About Reliance MediaWorks

Reliance MediaWorks Limited is a film and entertainment services
company and a member of the Reliance Group.

                        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.


DVORKIN HOLDINGS: Court Okays Springer Brown as Counsel
-------------------------------------------------------
Dvorkin Holdings, LLC, obtained approval from the U.S. Bankruptcy
Court to employ Michael J. Davis and the firm of Springer, Brown,
Covey, Gaertner & Davis LLC as its attorneys.

Springer Brown will:

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

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

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

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

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

The individuals presently designated to represent the Debtor and
their hourly rates are:

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

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

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

                      About Dvorkin Holdings

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


DVORKIN HOLDINGS: FirstMerit Seeks Chapter 11 Trustee
-----------------------------------------------------
FirstMerit Bank, N.A., late last month filed a motion asking the
U.S. Bankruptcy Court to order the appointment of a chapter 11
trustee in the bankruptcy case of Dvorkin Holdings, LLC.

According to FirstMerit Bank, the Debtor's statement of financial
affairs makes clear the Debtor's assets have been misappropriated
to members of the Dvorkin family.  Section 7 of the SOFA lists
four separate gifts having been made to members of the Dvorkin
family in 2011 and 2012 in the aggregate sum of $35,139.

FirstMerit supports and joins in the motion of Stephen G. Wolfe,
of the Office of the U.S. Trustee, for a Chapter 11 trustee to
take over the Debtor's estates.  The U.S. Trustee filed the motion
Aug. 24.

In its own Motion, First Merit said there are substantial reasons
to believe that neither the Debtor nor the Debtor's manager is
able to fulfill their fiduciary duties to FirstMerit or the other
creditors of the estate.  The primary reason, according to
FirstMerit, is the ongoing ownership interest and control of the
Debtor and the Debtor's Manager by members of the Dvorkin family.
This continuing interest and control of the Dvorkins in the Debtor
and its manager raises serious questions as to whether the Debtor
or its Manager are able to fulfill duties to the estate or its
creditors, according to the bank.

FirstMerit is represented by:

         Forrest B. Lammiman, Esq.
         David L. Kane, Esq.
         Steven R. Rogovin, Esq.
         MELTZER, PURTILL & STELLE LLC
         300 Sotuh Wacker Drive, Suite 3500
         Chicago, IL 60606
         Tel: (312) 987-9900
         Fax: (312) 987-9854

                      About Dvorkin Holdings

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


EDIETS.COM INC: Leases Pompano Beach, Florida Office Space
----------------------------------------------------------
eDiets.com, Inc., entered into a Lease Agreement with 555 Andrews
LLC, on Sept. 18, 2012, under which the Company leased 8,777
square feet of office space for a period of one year for use as
its principal executive offices.  The Premises are located at 555
SW 12th Avenue, Suite 210, in Pompano Beach, Florida.  A copy of
the Lease Agreement is available for free at http://is.gd/YnSBDH

                           About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, 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 incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                         Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


ELPIDA MEMORY: Asks for Retroactive Approval of $192MM Loan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Japan's Elpida Memory Inc. wants the U.S. Bankruptcy
Court in Delaware to give retroactive approval of a JPY15 billion
($192.6 million) loan that was made in April and secured in part
with assets belonging to affiliates located in the U.S.

According to the report, U.S.-based bondholders filed their own
papers on Sept. 19 asking the bankruptcy judge in Delaware to set
up a formal process enhancing the flow of information from Japan
to the U.S.  Two days later, Elpida filed its papers seeking
approval for the loan.

In papers filed Sept. 21, Elpida explained how the Tokyo-based
company needed financing to conduct the reorganization begun in
Japan in February.  Elpida said all potential lenders required
liens on assets located in the U.S., including assets belonging to
Elpida Memory (USA), Inc.

The report relates that Elpida scheduled an Oct. 24 hearing in
bankruptcy court for approval of the lien on U.S. assets.  On
Sept. 19, U.S. bondholders filed papers asking the bankruptcy
court on an emergency basis to appoint a court representative to
remedy the "present inadequacy of the information flow" from
Elpida's principal bankruptcy court in Japan.  The day before, the
bondholders won a partial victory when the bankruptcy judge in
Delaware ruled that Elpida can't sell or transfer U.S. assets
outside of the ordinary course of business without giving 21 days'
notice to the bondholders.  The bondholders said in last week's
court filing that the "lack of information has at times been
glaring."  Elpida contends there is no emergency requiring an
expedited hearing on providing information from Japan.

The Bloomberg report discloses that the bondholders' activities in
the U.S. court follow opposition to Elpida's sale to Micron
Technology Inc.  The bondholders argued in an August court filing
that the proposed sale to Boise, Idaho-based Micron for an
estimated $1.8 billion at present value is for substantially less
than Elpida's liquidation value.  The ad hoc bondholder group is
composed of Linden Advisors LP, LIM Advisors, Owl Creek Asset
Management LP, and Taconic Capital Advisors LP.  Elpida's filing
in Japan was that country's largest in two years.

Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Elpida Memory revealed that it pledged all its U.S. assets as
security for a $190 million bankruptcy loan approved as part of
its restructuring in Japan.

                        About Elpida Memory

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

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

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


EXECUTIVE CENTER: Platinum Courtyard Seeks to Foreclose
-------------------------------------------------------
Platinum Courtyard LLC, as secured creditor, asks the Bankruptcy
Court for relief from automatic stay to take possession of real
estate property from Executive Center of Simi Valley LLC.

Platinum Properties is the holder of a loan, originally made by
Washington Mutual Bank to the Debtor on Aug. 8, 2008.  The loan is
secured by real estate property in Agoura Hills, Calif., with two
office buildings.  The loan matured on Sept. 1, 2011, and is all
due and payable.

Lewis R. Landau, Esq., at Dykema Gossett LLP, representing
Platinum Courtyard, tells the Court that Platinum Courtyard's
interest in the collateral is not protected by an adequate equity
cushion.

Mr. Landau contends the fair market value of the Property is
declining and payments are not being made to Movant sufficient to
protect Movant's interest against that decline.  The total claim
as of Aug. 1, 2012, is $14.02 million.  The Debtor has no equity
in the Property and it is not necessary to an effective
reorganization.

Executive Center of Simi Valley LLC, which operates the Agoura
Hills Corporate Center, filed for Chapter 11 (Bankr. C.D. Calif.
Case No. 12-11527) on Feb. 16, 2012.  Judge Victoria S. Kaufman
presides over the case.  Janet A. Lawson, Esq., in Ventura,
California, serves as the Debtor's counsel.  The Debtor scheduled
$29,576,254 in assets and $19,093,382 in debts.  The petition was
signed by Arnold A. Klein, managing partner.


FRONTIER COMMS: Note Offering Has No Impact on 'Ba2' CFR - Moody's
------------------------------------------------------------------
Moody's Investors Service said the Ba2 corporate family rating of
Frontier Communications Corporation is unchanged following the
company's proposed note offering to increase the size of its
recently launched $600 million 7.125% senior unsecured notes due
2023 to $800 million. The instrument ratings on the company's
senior unsecured notes also remain unchanged at Ba2 (LGD4-56%).
The additional proceeds will be used to redeem existing debt and
for general corporate purposes.

RATINGS RATIONALE

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


FRONTIER COMMS: S&P Says 'BB' Rating on Senior Notes Is Unchanged
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
Stamford, Conn.-based incumbent telephone company Frontier
Communications Corp.'s 7.125% senior notes due 2023 is unchanged.
The company is proposing to tack $200 million onto its existing
$600 million senior notes, for an aggregate of $800 million. The
issue-level rating is 'BB' and the recovery rating is '3', which
indicates expectations for meaningful (50% to 70%) recovery in the
event of payment default. The company intends to use proceeds from
the notes to repay existing debt.

"The 'BB' corporate credit on Frontier is unchanged and the
outlook is negative. The rating reflects a 'weak' business risk
profile and 'significant' financial risk profile. Key business
risk factors include significant competitive pressures from
wireless carriers and incumbent cable operators, the latter of
which are bundling telephone with data and video services and are
increasingly targeting smaller business customers. As a result,
the company continues to lose high-margin voice access lines,
which totaled 7.6% in the second quarter of 2012, year over year,"
S&P said.

"Our 'significant' financial risk assessment is based on
Frontier's leverage of about 3.7x as of June 30, 2012 and what we
consider to be a shareholder-oriented financial policy. Despite
some modest improvement in operating trends and the company's
intentions to pay down some of its upcoming maturities with cash
and free operating cash flow (FOCF), we believe that it will be
difficult for Frontier to improve key credit measures over the
next few years because of secular industry declines and lower
subsidy revenue. Moreover, even though Frontier generates solid
FOCF, over 55% is consumed by its common dividend. We could lower
the ratings over the next year if operating and financial
performance does not show meaningful improvement such that
leverage declines to 3.5x by the end of 2012 and is on a
trajectory to improve to 3x over the longer term," S&P said.

RATINGS LIST

Frontier Communications Corp.
Corporate Credit Rating                BB/Negative/--
  $800 mil 7.125% senior nts due 2023   BB
   Recovery Rating                      3


FRONTIER COMMS: Fitch Keeps 'BB+' Rating on $200MM Notes Offering
-----------------------------------------------------------------
Fitch Ratings will maintain the 'BB+' rating on Frontier
Communications Corporation's (Frontier) (NASDAQ: FTR) latest
offering of $200 million of 7.125% senior unsecured notes due
2023.  The notes are being issued as additional notes under the
indenture governing its issuance of $600 million of 7.125% senior
unsecured notes in August 2012, previously rated 'BB+'.  Frontier
will use the proceeds for debt reduction or general corporate
purposes.  Fitch's Issuer Default Rating (IDR) for Frontier is
'BB+'.  The Rating Outlook is Stable.

Frontier's 'BB+' IDR reflects the meaningful improvement in its
credit profile following the acquisition of access lines in 14
states from Verizon on July 1, 2010.  Frontier has articulated a
long-term leverage target of approximately 2.5x.  The company is
still above this target, as gross debt-to-EBITDA for the last 12
months ending June 30, 2012 was 3.4x.  In 2012, Fitch expects
leverage to improve to 3.3x, pro forma for the repayment of a $523
million maturity in mid-January 2013.

Fitch believes Frontier's 47% dividend reduction in February 2012
affirms management's commitment to improving its longer-term
leverage metrics.  The reduction is expected to save $348 million
on an annual basis.

Ongoing competitive pressures are also factored into the ratings
of Frontier.  Its operations are showing a slow and relatively
stable rate of decline as a result of competitive pressures and
technological substitution; the sluggish economy is also having an
effect.  The marketing of additional services -- including high-
speed data -- as well as cost controls have been mitigating the
effect of access line losses to cable operators and wireless
providers.  Recently announced regulatory reforms are not expected
to have a significant impact on the company in the near term.

Frontier has ample liquidity which is derived from its cash
balances, its $750 million revolving credit facility, and, on a
forward basis, free cash flow (FCF).  At June 30, 2012, Frontier
had $410 million in cash and an additional $106 million of
restricted cash was available to fund certain capital
expenditures.  Over the last 12 months, FCF after dividends was
approximately $98 million.  FCF in the period was pressured by the
timing of working capital needs due to the system conversion and
broadband build-out as well as integration and accelerated
broadband capital spending.

As a result of the effect of the dividend reduction in 2012, Fitch
expects FCF to improve materially, given the lower dividend will
reduce dividend requirements by $348 million annually.  Fitch
expects 2012 FCF to be in a range of $360 million to $400 million
after dividends and integration expenses.  FCF expectations
reflect Frontier's capital spending guidance of $725 million to
$775 million plus integration capital spending of $40 million.
Capital spending is expected to decline by $100 million in 2013 as
the broadband expansion is completed.

Liquidity is provided by a $750 million senior unsecured credit
facility, which is in place until Jan. 1, 2014.  The $750 million
facility is available for general corporate purposes but may not
be used to fund dividend payments.  The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period.
Net debt is defined as total debt less cash exceeding $50 million.

Frontier has $65 million of principal payments due in 2012, $581
million in 2013 and $258 million in 2014.  Fitch expects the
company to use cash balances and FCF to repay the 2013 and 2014
maturities.

The company's $40 million unsecured letter of credit facility
matures Sept. 20, 2013.  The facility has no financial ratio
covenants, and other negative covenants are similar to those in
its revolving credit facility.  A letter of credit was issued to
the West Virginia Public Service Commission to guarantee capital
expenditure commitments in the state with respect to the
acquisition of the Verizon lines.

What Could Trigger a Rating Action

A positive rating action could occur if:

  -- Fitch does not expect a positive rating action to take place
     in the next 12 to 18 months.  Longer-term leverage would need
     to be at or below 2.5x, the dividend payout would need to be
     below 55%, and revenues would have to demonstrate sustainable
     growth before a positive rating action would be considered.

A negative rating action could occur if:

  -- The company's leverage metrics do not improve to 3.2x or
     below by year-end 2013 and if the company does not show
     continued progress in growing revenues from business and data
     services.


GETTY PETROLEUM: ConocoPhillips Seeks Permission to Examine Sites
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that ConocoPhillips Co.,
as predecessor to a number of Getty Petroleum Marketing Inc.'s
properties, asked a New York bankruptcy judge Thursday to allow it
to conduct an investigation into the Debtor, citing concerns over
the environmental condition of the sites.

According to Bankruptcy Law360, the Company is asking U.S.
Bankruptcy Judge Shelley C. Chapman for permission to conduct a
Rule 2004 examination in relation to the 317 sites it transferred
to GPMI in 2004, citing evidence that the debtor's indemnity
obligations with respect to the sites has been breached.

                     About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GRACE BAPTIST: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: The Grace Baptist Church of Cutler Ridge, Florida, Inc.
        dba Grace Baptist Church
        19301 SW 127th Avenue
        Miami, FL 33177

Bankruptcy Case No.: 12-32462

Chapter 11 Petition Date: September 20, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: James H. Fierberg, Esq.
                  RICE PUGATCH ROBINSON & SCHILLER, P.A.
                  101 NE 3 Avenue, #1800
                  Ft Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  E-mail: ecf.fierberg@rprslaw.com

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

Estimated Debts: $500,001 to $1,000,000

A copy of the Company's list of its seven unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-32462.pdf

The petition was signed by Chester F. Mulligan,
president/director.


GRAY TELEVISION: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Gray Television Inc.'s
proposed $40 million revolving credit facility due 2015 its 'BB-'
issue-level rating with a recovery rating of '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default. "At the same time, we assigned the
proposed $625 million senior secured term loan B due 2019 our 'B'
issue-level rating with a recovery rating of '3' (50% to 70%
recovery expectation). The revolver is notched higher than the
term loan B because it could have a first priority, first-out
feature," S&P said.

"We also assigned Gray Television Inc.'s proposed $250 million
senior unsecured notes due 2020 our 'CCC+' issue-level rating with
a recovery rating of '6' (0% to 10% recovery expectation)," S&P
said.

"The company plans to use the proceeds from the proposed notes and
credit facility and cash balance ($28 million as of June 30, 2012)
to refinance the company's existing debt (consisting of $365
million 10.5% senior secured second-lien notes due 2015 and a
$460.6 million senior secured term loan B) and redeem the series D
preferred stock ($22.6 million outstanding). As a result of the
transaction, adjusted leverage will increase to 7.4x debt to last-
12-month EBITDA from 7.2x. We will withdraw our ratings on the
existing debt when the transaction closes and that debt is
repaid," S&P said.

"In addition, we are affirming the 'B' corporate credit rating on
Gray. The rating outlook is stable," S&P said.

"Our ratings on Atlanta, Ga.-based TV broadcaster Gray reflect the
company's high debt leverage and weak discretionary cash flow,
both of which we expect will persist," said Standard & Poor's
credit analyst Naveen Sarma.

"The stable rating outlook reflects our expectation that Gray will
maintain lease-adjusted debt to average trailing-eight-quarter
EBITDA below 7.5x. Pro forma for the proposed transaction,
leverage, on an average trailing-eight-quarter basis, will be 7x.
We also expect the company to generate modest positive
discretionary cash flow in 2012," S&P said.

"Our rating on Gray also reflects our assessment of the company's
business risk profile as 'fair' and its financial risk profile as
'highly leveraged,' based on our criteria. We view Gray's business
risk profile as 'fair' because of its relatively good EBITDA
margin compared with peers', despite a lack of adequate critical
mass and its concentration in small-to-midsize TV markets. Factors
in our assessment of Gray's financial risk profile as 'highly
leveraged' include its weak EBITDA coverage of interest, high debt
leverage, and minimal discretionary cash flow. The company's debt
to average trailing-eight-quarter EBITDA of 7x and funds from
operations to debt of 5.2%--both pro forma for the proposed
transaction--are in line with Standard & Poor's financial risk
indicative ratios of greater than 5x and less than 12% for a
'highly leveraged' financial risk profile," S&P said.


GRAY TELEVISION: Moody's Raises CFR to 'B3' & Rates Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service upgraded Gray Television, Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) each to B3 from Caa1. Moody's also assigned a Caa2, LGD5 --
87% rating to the proposed $250 million senior unsecured notes
used to tender a portion of the existing 10.5% second lien notes.
The upgrades reflect Moody's expectations for the company to
benefit from strong political revenue demand through November 2012
resulting in improved credit metrics combined with management's
commitment to reduce leverage. In addition, Moody's affirmed the
SGL -- 2 Speculative Grade Liquidity (SGL) Rating and changed the
outlook to stable from positive.

Upgraded:

  Issuer: Gray Television, Inc.

    Corporate Family Rating: Upgraded to B3 from Caa1

    Probability of Default Rating: Upgraded to B3 from Caa1

Assigned:

  Issuer: Gray Television, Inc.

    NEW $250 million Sr Unsecured Notes: Assigned Caa2, LGD5 --
    87%

Affirmed:

  Issuer: Gray Television, Inc.

    existing $40 million 1st lien sr sec revolver: Affirmed B2,
    LGD2 -- 26%

    existing 1st lien sr sec term loan B ($460.6 million
    outstanding): Affirmed B2, LGD2 -- 26%

    Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 2

Outlook Actions:

  Issuer: Gray Television, Inc.

Outlook, Changed to Stable from Positive

RATINGS RATIONALE

Gray's B3 Corporate Family Rating reflects high leverage with a
2-year average debt-to-EBITDA ratio of 6.9x estimated for
September 30, 2012 (including Moody's standard adjustments) and
pro forma for the proposed refinancing. Although leverage remains
high, the upgrade of the CFR was driven by improving debt-to-
EBITDA ratios and the proposed refinancing which will extend at
least a portion of 2014-2015 maturities and reduce annual interest
expense. Gray continues to benefit from strong demand for
political advertising during election years, most recently
resulting in markedly higher EBITDA growth for the remainder of
2012 and 2-year average debt-to-EBITDA ratios estimated at 6.8x -
6.9x for FYE2012 compared to 7.6x at the end of 2011. Moody's
expects leverage to improve to less than 6.5x over the next 12 to
18 months with 2-year average free cash flow-to-debt ratios of at
least 3% - 4%. Ratings incorporate Moody's expectations that total
revenues will decline in the low double-digit percentage range in
2013 due to the absence of significant political ad spending only
partially offset by low single-digit growth in core ad revenues
and expected increases in retransmission fees. Ratings are
supported by Gray's longstanding track record for #1 and #2 ranked
positions in 29 of 30 markets and good EBITDA margins (including
Moody's standard adjustments) reflecting its top ranked local news
programming that captures a significant share of market revenues,
its relatively low syndicated program costs, and expected cash
flow benefits from growing retransmission revenues (net of retrans
sharing or reverse compensation). Gray's television stations and
associated digital properties also benefit from its strategy of
operating stations in university markets (17 collegiate markets)
and/or state capitals (8 state capitals) which generally have more
stable economies; however, Moody's believes the volatile nature of
the company's earnings due to its relatively high level of
political revenues increases risks related to unexpected changes
in regulations governing political campaign spending. Moody's
believes it is critical that Gray continue to focus on reducing
debt balances including unfunded pension liabilities, especially
during even numbered years, to achieve operating and financial
flexibility as well as to absorb risks related to media
fragmentation and reliance on political advertising. Ratings
incorporate Moody's expectations for good liquidity.

The stable outlook incorporates Moody's expectation that Gray will
generate strong political revenue through the first half of
November and that EBITDA for 2012 will increase at least 40% above
2011 levels resulting in 2-year average debt-to-EBITDA leverage of
6.9x or less (including Moody's standard adjustments) with further
improvement over the rating horizon from expected stable demand
for core, non-political advertising. The outlook incorporates
Moody's view that the company will maintain good liquidity with
the majority of free cash flow being applied to reduce debt
balances. To the extent performance tracks management's plan
through the end of 2013, the outlook includes the potential for
dividends to be reinstated and funded from a portion of free cash
flow.

Ratings could be downgraded if operating performance falls below
expectations or if debt financed acquisitions or shareholder
distributions result in 2-year average debt-to-EBITDA ratios
increasing above 7.0x. Deterioration in liquidity, including
negative free cash flow or inability to refinance near term debt
maturities, could also result in a downgrade. Ratings could be
upgraded if Gray's core revenue and EBITDA continue to grow,
supported by an improving economic environment, and free cash flow
is applied to debt repayment resulting in 2-year average debt-to-
EBITDA ratios being sustained below 6.0x (including Moody's
standard adjustments) with expectations for further improvement.
Gray would also need to maintain good liquidity, including free
cash flow-to-debt ratios in the mid-single digit percentage range
on a 2-year average basis.

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

Gray Television, Inc., headquartered in Atlanta, GA, is a
television broadcaster that owns 36 primary television stations
serving 30 mid-sized markets plus 40 digital second channels.
Network affiliations for primary stations include 17 CBS, 10 NBC,
8 ABC and 1 FOX station. The company operates stations ranked #1
or #2 in 29 of 30 markets. Gray is publicly traded and the shares
are widely held with J. Mack Robinson or affiliates owning
approximately 3.1% of common shares. The dual class equity
structure provides J. Mack Robinson or affiliates with 39.4% of
voting control. The company recorded total revenues of
approximately $337 million for the 12 months ended June 30, 2012.


GUAM POWER: Moody's Upgrades Sub. Revenue Bond Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to the 2012
Series A Bonds to be issued by the Guam Power Authority (GPA). At
the same time, the ratings of the existing revenue bonds have been
upgraded from Ba1 to Baa3, and the existing subordinate revenue
bonds have been upgraded from Ba2 to Ba1. The rating outlook is
stable.

Issue: Revenue Bonds, 2012 Series A; Rating: Baa3; Sale Amount:
$370,000,000; Expected Sale Date: 10/5/2012; Rating Description:
Revenue: Government Enterprise

SUMMARY RATING RATIONALE

The rating of GPA's Revenue Bonds reflects its dominant market
position as the sole provider of electricity to a diversified
customer base comprising residential, business and government
customers including both the Government of Guam as well as the
U.S. Navy.

The rating upgrade reflects improved financial performance, as
measured by debt service coverage levels and liquidity held in the
form of days cash on hand. The rating upgrade also reflects
approval of multi-year rate increase requests and the signing of a
new long term power supply contract with the U.S. Navy, GPA's
largest customer.

Outlook

The rating outlook is stable, reflecting the certainty of rates
over the next few years as well as GPA's improved operational
profile.

What could move the rating -- UP

The rating could be upgraded if the financial profile materially
improves and GPA's resource mix gains greater diversity.

What could move the rating -- DOWN

The rating could be downgraded if GPA's financial profile
deteriorates such that debt service coverage, inclusive of all
debt and lease obligations, falls below 1.1x on a consistent
basis.

The principal methodology used in this rating was U.S. Public
Power Electric Utilities With Generation Ownership Exposure
published in November 2011.


H&M OIL: Exclusivity Ends Oct. 12 Absent Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended to Oct. 12, 2012, H&M Oil & Gas, LLC, et al.'s exclusive
period to file a plan of reorganization.

If the Debtors file a plan of reorganization on or before Oct. 12,
2012, then the period under which only the Debtors may solicit
votes on the plan and confirm the plan is extended to 60 days from
filing of any such proposed plan.

If the Debtors, however, either (i) fail to file a plan of
reorganization by Oct. 12, 2012; or (ii) fail to confirm any
proposed plan of reorganization within 60 days of filing such
plan, than the exclusive periods terminate as to lender Prospect
Capital Corporation, owed $88.8 million, without further order of
the Court.

                           About H&M Oil

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.  H&M Oil
disclosed $297,119,773 in assets and $77,463,479 in liabilities as
of the Chapter 11 filing.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.  Lain Faulkner & Co., PC, serves as financial adviser.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.  The U.S. Trustee
has not appointed a creditors' committee.


HARBORSIDE 17: Chapter 11 Case Dismissed Due to Lack of Insurance
-----------------------------------------------------------------
The Hon. J. Rich Leonard of the Bankruptcy Court for the Eastern
District of North Carolina has granted the motion of Bankruptcy
Administrator Marjorie K. Lynch for dismissal of Harborside 17
Partners LLC's Chapter 11 case for failure to procure insurance
coverage.

Judge Leonard previously entered an Order commanding the Debtor to
meet all the requirements of 11 U.S.C. Section 521 and Local
Bankruptcy Rule 4002-1(b), as well as all reasonable demands of
the Bankruptcy Administrator.  The Court's order further states
that failure to comply with the order may result in dismissal or
conversion of the case.

The Bankruptcy Administrator submits the Debtor does not have any
property or general liability insurance on its property.  This
lack of insurance exposes the estate to potential losses should an
unfortunate event occur.

Orlando, Florida-based Harborside 17 Partners, LLC, filed a bare-
bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04512) in
Wilson, North Carolina on June 18, 2012.

The Debtor owns a marina, clubhouse, and yacht club located on
approximately 9.94 acres of land, located at 111-B Street,
Bridgeton, North Carolina.  According to the schedules, the
property is worth $31.99 million and secures a $15.98 million
debt.  The Debtor also holds a 100% interest in Bridgeton Harbor
Management, LLC.  A copy of the schedules filed with the petition
is available at http://bankrupt.com/misc/nceb12-04512.pdf

Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A.  Amy Bissette has been
assigned as case manager.

The petition was signed by Daniel R. Robison, manager of JUSA
Management, LLC, manager.


HEMCON MEDICAL: Court Approves Moss Adams as Accountants
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
HemCon Medical Technologies, Inc., to employ Moss Adams LLP as
accountants.

As reported in the Troubled Company Reporter on July 24, 2012,
Moss Adams is expected to:

   -- prepare monthly 2015 reports;

   -- review and prepare tax returns;

   -- provide the estate with accounting, advisory and tax advice;

   -- assist the Debtor in the preparation of a plan of
      reorganization and disclosure statement; and

   -- assist the Debtor with any other tax or accounting matters
      that the Debtor may require.

The Debtor will hire Moss Adams based on its hourly rates and
reimburse its necessary out-of-pocket expenses.  The Moss Adams
professionals who will be primarily responsible for providing
services and their current billing rates are:

    Joe Karas         Partner             $390
    Todd Wall         Partner             $390
    Joe Sullivan      Senior Manager      $300
    Eric Balentine    Senior Manager      $300

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

                  About HemCon Medical Technologies

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.

Robert D. Miller Jr., U.S. Trustee for Region 18 appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of HemCon Medical Technologies, Inc.  The
Committee has appointed Marine Polymer as its chair.


INDIANAPOLIS DOWNS: Hearing on $500MM Sale to Centaur Oct. 19
-------------------------------------------------------------
BankruptcyData.com reports that Indianapolis Downs filed with the
U.S. Bankruptcy Court a motion for approval to sell substantially
all of the Debtors' assets free and clear to Centaur for
$500,000,001.

The motion explains that despite the fact that Centaur initially
withdrew its bid, the Debtors continued to discuss a possible bid
with Centaur.

On Sept. 6, 2012, Centaur submitted a revised bid, which was
modified following negotiations with the Debtors and
representatives of the Ad Hoc Second Lien Committee, pursuant to
which Centaur would acquire the Assets in exchange for
$500,000,001 plus assumption of certain liabilities.

After proper notice, the Debtors commenced an auction on Sept. 6,
2012.  In advance of the auction, the Debtors, the representatives
of the Ad Hoc Second Lien Committee and Centaur continued to
negotiate the terms of the Centaur bid.  However, despite
significant negotiations, the Debtors, the Ad Hoc Second Lien
Committee and Centaur were unable to agree on the material terms
of the Centaur bid prior to the commencement of the auction;
therefore, the Debtors continued the auction to September 12, 2012
to provide the parties additional time to negotiate the terms of
the Centaur bid.

On September 12, 2012, the Debtors recommenced the auction;
however, prior to, and during the auction, the Debtors, the Ad Hoc
Second Lien Committee and Centaur continued to negotiate certain
aspects of the Centaur bid.  Thus, the Debtors once again
continued the Auction to Sept. 14, 2012.

Upon the recommencement of the auction, Centaur submitted a
revised bid in the amount of $500,000,001 and containing terms
which the Debtors in the exercise of their business judgment
determined were the highest and best bid at the auction.

Fortress objected to the sale to Centaur at the auction, and
expressly reserved all of its rights to challenge: (i) the
Debtors' acceptance of the Centaur Bid as a Qualified Bid; (ii)
the Debtors' ability to consummate a sale based on the Centaur
bid, and approve the Plan based upon the Centaur bid; and (iii)
the propriety of the Auction and any other actions in connection
with the Auction or the prosecution of the Sale Transaction."

The Court scheduled an Oct. 19, 2012, hearing on the motion.

                       About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INNER CITY: Asks Court to Dismiss Shareholder Suit Over IP Sale
---------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Inner City
Broadcasting Corp. urged a New York state judge Thursday to toss a
litigious shareholder's complaints over Inner City's bankrupt
radio subsidiary's plans to sell some of its trademarks and other
intellectual property, calling the allegations hard to follow.

                          About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTERNATIONAL WIRE: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed International Wire Group
Holdings, Inc.'s B2 corporate family rating and B2 probability of
default rating. International Wire Group Holdings, Inc. is the
parent of International Wire Group, Inc. (collectively referred to
as "International Wire"). Moody's also assigned a B3 rating to
International Wire Group, Inc.'s proposed $250 million senior
secured notes due 2017. The ratings outlook remains stable.

As part of the notes issuance, the company plans to amend the
asset-based revolving credit facility (unrated), increasing the
commitment size to $175 million from $150 million and extending
the maturity until 2017. Proceeds from the proposed senior secured
notes and amended revolving credit facility will be used to redeem
the existing senior secured notes and senior PIK toggle notes, and
fund an approximately $60 million distribution or share buyback.

The ratings affirmation reflects Moody's view that International
Wire's credit profile remains appropriate for the B2 ratings
category even as the proposed transaction increases pro forma
financial leverage almost a full-turn to 4.2 times from 3.3 times
as of June 30, 2012 (including Moody's adjustments). The following
summarizes the ratings activity

Ratings assigned:

International Wire Group, Inc.

Proposed $250 million senior secured notes due 2017 at B3 (LGD5,
72%)

Ratings affirmed:

International Wire Group Holdings, Inc.

Corporate family rating at B2

Probability of default rating at B2

Rating affirmed and to be withdrawn at transaction closing:

International Wire Group Holdings, Inc.

Senior PIK toggle notes due 2015 at Caa1

International Wire Group, Inc.

Senior secured notes due 2015 at B3

RATINGS RATIONALE

International Wire's B2 corporate family rating reflects its
modest scale, aggressive financial policy given the magnitude of
the proposed distribution or share buyback (on top of the $60
million and $100 million that was paid in 2010 and 2011,
respectively) as well as plans to initiate a common dividend, and
exposure to cyclical end-markets as evidenced by a significant
contraction in product volumes that occurred during the recession.
Notwithstanding these concerns, the rating reflects Moody's
expectation that debt to EBITDA will decline below 4.0 times over
the next 12 to 18 months, EBITA to interest will remain above 2.0
times, and free cash flow will remain modestly positive despite
the planned common dividend. The rating also derives support from
the company's established position in niche copper wire markets,
the counter-cyclical nature of its cash flows, and the likelihood
that an improved economic environment should translate into
continued volume growth over the near-term.

The stable outlook reflects Moody's expectation that International
Wire will sustain organic revenue and earnings growth and apply
excess cash flow to debt reduction.

The ratings could be upgraded if the company organically grows its
scale and earnings and does not materially increase debt levels
such that leverage is sustainably reduced below 3.0 times while
maintaining a conservative financial policy with respect to
shareholder enhancement activities and acquisitions.

The ratings could be downgraded if a deterioration in end-market
conditions causes debt to EBITDA to increase above 5.0 times
and/or if EBITA to interest declines below 1.5 times. Sustained
negative free cash flow, a material debt-financed acquisition, or
another distribution or share buyback could also pressure the
ratings.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

The principal methodology used in rating International Wire Group,
Inc. was the Global Manufacturing Industry Methodology published
in December 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Camden, New York, International Wire Group, Inc.
manufactures and markets wire products, including bare and tin-
plated copper wire, engineered products and high performance
conductors, for other wire suppliers, distributors and original
equipment manufacturers. The company recorded revenues of
approximately $813 million through the twelve months ended
June 30, 2012.


INTERNATIONAL WIRE: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Camden, N.Y.-based International Wire Group
Holdings Inc. The outlook is stable.

"At the same time, we assigned our 'B' issue-level rating (one
notch below the corporate credit rating) to the proposed $250
million senior secured notes of International Wire Group Inc., a
subsidiary of International Wire Group Holdings Inc. The recovery
rating on the notes is '5', indicating our expectation for modest
(10% to 30%) recovery in the event of payment default," S&P said.

"The rating affirmation follows International Wire Group Holdings'
announcement that it intends to issue $250 million new senior
secured notes due 2017," said credit analyst Megan Johnston.
"Despite higher pro forma debt balances, as book debt will
increase to about $285 million by year-end 2012, we believe credit
metrics will remain in line with the current rating."

"The stable rating outlook reflects our expectation that leverage
will remain between 3x and 4x in 2012 and 2013, as International
Wire Group Holdings' end markets hold firm in a gradually
improving economy. In our view, this will cause higher sales
volumes to offset weaker pricing for its products. We would lower
our rating if leverage climbs to and remains above 4x for a
sustained period of time. In our view, the company's relatively
small size and scope, as well as the less transparent operating
strategy and financial policy inherent with private equity-owned
firms, will preclude an upgrade over the next 12 months," S&P
said.


JACKSON GREEN: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------
Hon. Thomas S. Utschig of the U.S. Bankruptcy Court for the
Western District of Wisconsin dismissed the Chapter 11 case of
Jackson Green LLC upon the withdrawal of the U.S. Trustee's
objection.

As reported in the Troubled Company Reporter on Aug. 1, 2012,
Patrick S. Layng, the U.S. Trustee for Region 11, notified the
Court that he has withdrawn his motion to convert the Chapter 11
case of Jackson Green, LLC, to one under Chapter 7 of the
Bankruptcy Code.  The U.S. Trustee has also withdrawn his
objection to the Debtor's motion to dismiss case.

On June 4, the Debtor objected to the U.S. Trustee's motion saying
that it voluntarily requested for the case dismissal because the
real estate and collateral of Wells Fargo Bank N.A., were
transferred in the 11 U.S.C. Sec. 363 sale to Wells Fargo, and
that there is no need for a Chapter 7 bankruptcy.

Wells Fargo is trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-
Through Certificates, Series 2006-C4.

                        About Jackson Green

Based in Minocqua, Wisconsin, Jackson Green LLC owns a commercial
office building and parking lot in Chicago.  Jackson Green
originally filed for Chapter 11 bankruptcy (Bankr. W.D. Wis. Case
No. 09-10099) on Jan. 9, 2009.  The Court confirmed the Debtor's
chapter 11 plan on May 18, 2010.

Jackson Green returned to bankruptcy (Bankr. W.D. Wis. Case No.
11-14038) on June 23, 2011.  Judge Thomas S. Utschig presides over
the so-called Chapter 22 case.  The Law Office of Terrence J.
Byrne serves as the Debtor's Chapter 22 counsel.

In its schedules, the Debtor disclosed $25.2 million in assets and
$22.8 million in liabilities.

Secured lender Wells Fargo is represented by lawyers at Foley &
Lardner LLP.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Jackson Green have
expressed interest in serving on a committee.


K-V PHARMACEUTICAL: Hologic Issue Has Nov. 11 Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co., which reported a $4.l million
operating loss in August, could lose the bankruptcy reorganization
entirely depending on the outcome of a Nov. 11 hearing with
Hologic Inc.


K-V's main business is the sale of Makena, a drug reducing the
risk of premature birth.

Bloomberg notes KV neither invented nor patented Makena, but
agreed to pay Hologic nearly $200 million for "orphan drug" status
-- and seven years of market exclusivity -- for the rights to sell
the branded drug.  The FDA granted the approval to Hologic, which
presented the application and argued for the drug based on medical
research sponsored by the National Institutes of Health.  KV
helped finance the application for approval.

Hologic sold the Makena business to K-V in 2008 and is owed about
$95 million plus royalties.

Bloomberg says, though Hologic has a lien on the drug, KV argues
that the marketing rights is worth more than remaining debt owed
to Hologic.

The report relates that early this month, Hologic filed papers in
U.S. Bankruptcy Court in Manhattan seeking a modification of the
automatic stay.  If Hologic were to prevail, it would take back
the right to distribute the drug.  K-V, the official creditors'
committee, and an ad hoc group of holders of senior secured notes
all filed papers opposing Hologic.  There will be a preliminary
hearing on Sept. 27, followed by a final hearing Nov. 13.  Not
having received payments, Hologic wants to take back marketing
rights because less than six years remains on the exclusive right
to market the drug.

The report relates that K-V contends the drug is worth more than
the remaining debt owed Hologic.  K-V also contests Hologic's
claim that that the lien extends to accounts receivable and
inventory of the drug.

Liabilities include $455.6 million in long-term debt, including
$225 million on the first lien senior secured notes due in 2015
and $200 million on 2.5% contingent convertible subordinated notes
due 2033.  The first-lien notes traded on Sept. 21 for 34.625
cents on the dollar, down from 48.24 cents on July 11, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  The subordinated notes traded on
Aug. 27 for 1.9 cents on the dollar, according to Trace.

                      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.


KINGFISHER AIRLINES: Lenders to Meet Soon for Debt Talks
--------------------------------------------------------
Nupur Acharya at Dow Jones' DBR Small Cap reports that banks which
have lent money to Kingfisher Airlines Ltd. are scheduled to meet
its owners soon for another round of debt talks, a State Bank of
India executive said.

                     About Kingfisher Airlines

Headquartered in Mumbai, India, Kingfisher Airlines --
http://www.flykingfisher.com/-- formerly known as Deccan
Aviation Ltd., serves about 35 domestic destinations with a fleet
of more than 40 aircraft, including Airbus jets and ATR 72
turboprops.  It maintains bases in major cities such as Delhi and
Mumbai.

                           *     *     *

Kingfisher Airlines lost money six years in a row, accumulating
net debt of INR77.2 billion (US$1.74 billion) as of March 2010,
according to data compiled by Bloomberg.

As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 5, 2012, The Times of India said Kingfisher Airlines has
now been given a reality check by its auditors in the company's
annual report 2011-12.  The company had current liabilities,
including borrowings and trade payables of INR8,436 crore,
against current assets of INR1,618.8 crore at the end of
March 2012.  According to TOI, the Vijay Mallya-promoted company
has defaulted in repayment of loans to banks and financial
institutions, for which several lenders have had to take a hit by
setting aside more funds, with overdues estimated at nearly
INR800 crore at the end of March 2012.


LAZY DAYS: Advisory Opinions for State Court Judges Prohibited
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge in Delaware erred in reopening a
Chapter 11 case to write an opinion for use in a state court
lawsuit over the ability to exercise a purchase option in a lease.

According to the report, the case involved Lazy Days' R.V. Center
Inc., which confirmed a prepackaged Chapter 11 plan in 2009 in
less than five weeks.  After confirmation, there were two lawsuits
in state court over the ability to exercise a purchase option.

The report relates that one year after confirmation, the successor
to the bankrupt company filed papers in bankruptcy court to
clarify the right to exercise a purchase option contained in a
lease for real property.  The bankruptcy judge reopened the closed
Chapter 11 case and ruled it was proper to interpret the
confirmation order and enforce a provision that was "central" to
the "plan and confirmation order."

On appeal, U.S. District Judge Richard G. Andrews reversed the
bankruptcy court Sept. 24, ruling it was an abuse of discretion to
reopen the case.

The report notes that Judge Andrews relied on a 2007 opinion from
the U.S. Court of Appeals in Philadelphia called In re Martin's
Aquarium.  The case stands for the proposition that the effect of
an order in subsequent litigation is normally decided by the court
in the later lawsuit.

The Bloomberg report discloses that Judge Andrews quoted part of
the Martin's decision as saying that a bankruptcy court "should
not provide advisory opinions for state court litigants."

The case is I-4 Land Holdings Ltd. v. Lazy Days' RV Center Inc.
(In re Lazy Days' RV Center Inc.), 11-626, U.S. District Court,
District of Delaware (Wilmington).

                      About Lazy Days' R.V.

Founded in 1976, Lazydays(R) -- http://www.BetterLazydays.com/--
considers itself the largest single-site RV dealership in North
America.  Lazy Days' was acquired by Bruckmann Rosser Sherrill &
Co. II LP in May 2004 in a $217 million transaction. The company
has one mobile home and recreational vehicle sales and service
center on 126 acres near Tampa, Florida.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on Nov. 5 (Bankr.
D. Del. Case No. 09-13911).  The Company's legal advisor is
Kirkland & Ellis LLP and its financial advisor is Macquarie
Capital (USA) Inc.

Lazy Days' RV Center Inc. completed its financial restructuring
and Wayzata Investment Partners LLC became majority and
controlling shareholder of the company in December 2009.


LEAP WIRELESS: S&P Rates Proposed $400-Million Term Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '1' recovery rating to Leap Wireless International
Inc.'s proposed $400 million term loan, which will be issued by
subsidiary Cricket Communications Inc. The '1' recovery rating
denotes very high (90%-100%) recovery prospects in the event of a
payment default. The term loan will rank equally with Cricket's
existing $1.1 billion of senior secured notes. The company said it
will use proceeds to refinance $300 million of senior unsecured
notes at Cricket due in 2015.

"At the same time, we revised the recovery rating on the unsecured
notes at Cricket to '4' from '3'. The '4' recovery rating denotes
our expectations for average recovery (30%-50%) in the event of a
payment default. The issue-level rating on the unsecured notes
remains 'B-'," S&P said.

"Parent Leap Wireless' corporate credit rating remains 'B-' with a
stable outlook, and all other issue-level ratings remain
unchanged. We project a modest increase in leverage due to the
proposed financing and debt repayment, to about 6.5x pro forma as
of June 30, 2012, but this remains consistent with our financial
risk assessment of 'highly leveraged,'" S&P said.

RATINGS LIST

Leap Wireless International Inc.
Corporate Credit Rating               B-/Stable/--

New Ratings

Cricket Communications Inc.
$400 mil. term loan                   B+
   Recovery Rating                     1

Ratings Unchanged; Recovery Rating Revised
                                       To        From
Cricket Communications Inc.
Senior unsecured notes                B-        B-
   Recovery Rating                     4         3


LEAP WIRELESS: Moody's Rates $400-Mil. Term Loan B Offering 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Leap
Wireless International Inc.'s proposed $400 million term loan B
offering. The debt will be issued by Leap's wholly owned
subsidiary, Cricket Communications, Inc. ("Cricket") and will be
used to pay down Cricket's $300 million unsecured notes due 2015,
with the remaining cash to be used for general corporate purposes.
Moody's has also changed Leap's outlook to stable from negative
reflecting Moody's belief that very recent strategic and
operational changes will be successful in improving margins and
eventually turning the business free cash flow positive.

Moody's has taken the following rating actions:

Issuer: Leap Wireless International, Inc.

  Corporate Family Rating -- B2, unchanged

  Probability of Default Rating -- B2, unchanged

  Speculative Grade Liquidity Rating -- SGL-1, unchanged

  Outlook -- Stable, from Negative

  Senior Unsecured Convertible Notes due 2014 -- Caa1, LGD6 (95%),
  unchanged

Issuer: Cricket Communications, Inc.

  Assignments:

    Term Loan B due 2019, Assigned a rating of Ba2, LGD2 (17%)

  Outlook -- Stable, from Negative

  Senior Secured Notes due 2016 -- Ba2, LGD2 (17%) from Ba2, LGD2
  (15%)

  Senior Unsecured Notes due 2015 -- B3, LGD5 (70%) from B3, LGD4
  (67%)

  Senior Unsecured Notes due 2020 -- B3, LGD5 (70%) from B3, LGD4
  (67%)

RATINGS RATIONALE

Leap's B2 Corporate Family Rating ("CFR") CFR reflects the
Company's weak competitive position, small scale, high leverage
and long period of inconsistent operating performance. The U.S.
wireless industry is dominated by the large national operators
since this is a business where size matters. "And, with every
person in the country who wants a cell phone having one, the
challenges associated with carving out a profitable niche business
will become more difficult for Leap over time," stated Dennis
Saputo, Moody's senior vice-president. Moody's projects that Leap
will lose about 180,000 subscribers in 2012.

Management has taken several actions that Moody's expects will
increase margins and provide a clearer path to eventual free cash
flow generation. In addition to various product offering
enhancements and pricing changes, the Company is significantly
reducing spending on national retail outlets, focusing instead on
a smaller number of more effective channels. "We view this
development as positive since we have long believed that the
Company didn't have the operational breadth to support a
profitable national strategy," continued Mr. Saputo.

Leap also realizes that handset device selection is a pivotal
deciding factor in attracting and retaining customers. To address
that, Leap became the first prepaid carrier to offer the iPhone in
June of this year, and also has emphasized more offerings of
quality mid-to-high end smartphones. And, the Company expects to
offer 3 4G LTE devices by year-end 2012. Although these higher-end
smartphones come with large subsidies, Moody's believes that these
devices will result in margin expansion since they lead to better
customer retention and require higher ARPU smartphone plans.
Moody's also believes that Leap's Muve Music offering is a unique
offering that offers the Company the opportunity to differentiate
its services.

Leap has also made changes to its network modernization plans in
order to improve profitability and capital efficiency. And,
although management has reduced capital spending guidance by 13%
for year-end 2012, the Company expects to deploy 4G LTE across
approximately 21 million covered POPs by year-end 2012 and
anticipates covering at least two-thirds of its network footprint
over the next two to three years. Leap is investing heavily on its
4G LTE network in order to remain competitive and lower operating
costs. Consequently, we expect capital spending will average above
15% of revenues over the next couple of years. "Moody's believes
this reduced investment plan will still result in negative free
cash flow until year-end 2014 at which time we expect the Company
will become free cash flow positive," concluded Saputo.

The $400 million term loan B due 2019 is rated Ba2 (LGD-2, 17%),
due to its secured status and pari passu ranking to the Company's
$1.1 billion senior secured notes due 2016 (also rated Ba2, LGD-2,
17%).

Finally, while Leap is weakly positioned within the B2 category,
the rating derives substantial support from a strong liquidity
profile and the Company's valuable spectrum assets.

The rating could be lowered if Leap's strategic changes fail to
realize the anticipated benefits. Specifically, if leverage were
to rise towards 6.0x debt-to-EBITDA (which we believe would happen
if churn doesn't decrease and market share doesn't stabilize
within a couple of quarters) the rating would come under pressure.

A rating upgrade would result if leverage were likely to remain
below 5.0x on a sustainable basis.

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


LEE'S FORD: Hires Venters for General Litigation Matters
--------------------------------------------------------
Lee's Ford Dock Inc. sought and obtained approval from the U.S.
Bankruptcy Court to employ Venters Law Office as special counsel
to advise and assist it in connection with the prosecution and
defense of general litigation matters, including the collection of
unpaid boat slip rental fees, and any other specific matters in
connection therewith.

The firm's current hourly rate is $150 per hour, which rates are
adjusted periodically.  The firm does not presently hold a
prepetition retainer.

Lee's Ford Dock currently owes an outstanding balance of $180 to
the firm for services rendered prepetition.  The firm intends to
seek allowance of this amount as an allowed unsecured claim.

The Debtors have filed a cash collateral budget that proposes
monthly "carve-out" payments of an amount to be determined,
payable into the firm's escrow account to be held pending further
Court orders.

Joseph B. Venters, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                  About Lee's Ford Dock Inc.

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

DelCotto Law Group PLLC serves as the Debtors' counsel.  In its
petition, Lee's Ford Dock estimated $10 million to $50 million in
assets and debt.  The petition was signed by James D. Hamilton,
president.  Mr. Hamilton has been designated as the individual
responsible for performing the duties of the Debtors.


LEHMAN BROTHERS: Sues Ford Global Treasury for $7.8 Million
-----------------------------------------------------------
Ford Global Treasury Inc. was sued by Lehman Brothers Holdings
Inc., which seeks payment of $7.8 million.

In a 17-page complaint, Lehman accused Ford Global of breach of
contract when it terminated its foreign currency trading
transactions with Lehman Brothers Commercial Corp.

Ford Global terminated the transactions after the Lehman unit
filed for bankruptcy protection in 2008.

Lehman also seeks court declaration that the defendant "willfully"
violated the automatic stay, an injunction that halts actions by
creditors against a company in bankruptcy protection.

The case is Lehman Brothers Holdings Inc. v. Ford Global Treasury
Inc., 12-01877, 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.


LEHMAN BROTHERS: Barclays Seeks Sanctions v. Puerto Rican Bank
--------------------------------------------------------------
Barclays Capital Inc. has filed a motion for civil contempt
sanctions against Firstbank Puerto Rico for violating a bankruptcy
court order, which approved the sale of Lehman Brothers Holdings
Inc.'s North American broker-dealer business to the bank in 2008.

The court documents were filed under seal in accordance with the
confidentiality stipulation dated April 5, 2011 between Barclays
and Firstbank.

Firstbank filed a lawsuit against Barclays seeking the return of
securities it posted with Lehman's special financing unit to
secure certain obligations under a derivatives deal.

After Lehman filed for bankruptcy protection, Barclays acquired
the collateral pursuant to the 2008 sale order.

                       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: Aussie Unit Held Liable to 3 Towns
---------------------------------------------------
A federal judge has ruled that Lehman Brothers Holdings Inc.'s
Australian unit must repay three towns that invested in failed
securities backed by U.S. subprime mortgages, Bloomberg News
reported.

According to the report, Federal Court Justice Steven Rares said
the Lehman unit "engaged in misleading and deceptive conduct," and
"is liable to compensate the councils for their losses."

The three Australian towns that invested A$37.3 million ($39
million) in securities sold by Grange Securities Ltd. sued in
2009 to recover their losses.  Grange, which was bought by
Lehman, invested the towns' money in securities whose value
collapsed along with the U.S. housing market, according to the
report.

The Lehman unit also faces a lawsuit from a group of 72 councils,
charities, churches and private investors.

The plaintiffs, which seek to recover $248 million, alleged the
company breached contracts and fiduciary duties, and engaged in
misleading and negligent conduct.  They claimed the company did
not inform them of the risks involved with investing in complex
financial products known as synthetic collateralized debt
obligations (SCDOs), according to a report by Herald Sun.

Judge Rares did not make an order on the amount of damages and
instead will hear submissions on the matter on November 5, the
Herald Sun 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: $5.9-Bil. in Claims Traded in August & July
------------------------------------------------------------
Trading of claims filed against the Chapter 11 estate of Lehman
Brothers Holdings Inc. continues to increase for the months of
July and August 2012.  More than 700 claims valued at roughly
$5.9 billion traded during the two months, an increase from the
around 600 claims valued at $3.4 billion that were traded during
the months of May and June.

For this year, claims against Lehman that changed hands totaled
$17.8 billion.  Since Sept. 15, 2008, when the financial
institution sought bankruptcy protection, more than $90 billion
in Lehman claims have traded, according to Jacqueline Palank of
DowJones' Daily Bankruptcy Review.

For the period July 2011 to July 2012 alone, 13,281 claims with a
total amount of $41.146 billion filed in Lehman's bankruptcy
cases changed hands, according to an earlier report.

SecondMarket pointed out that in August, there were a few large-
scale transfers in Lehman, including:

   -- a $1 billion claim bought by Lehman Brothers Special
      Financing Inc., an LHBI subsidiary, from 7th Ave, Inc.

   -- a $441 million claim bought by Wells Fargo from OMX Timber
      Finance Investments II, LLC; and

   -- more than 30 claims with a face value of over $400 million
      traded by Deutsche Bank.

                       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.


LYMAN LUMBER: Court OKs Colliers Int'l as Marketing Assistant
-------------------------------------------------------------
Lyman Holding Company, et al., have sought and obtained approval
from the U.S. Bankruptcy Court to employ Welsh Companies, LLC,
doing business as Colliers International/Minneapolis - St. Paul,
including brokers Ted Gonsior and Andy Heieie, to represent or
assist the Debtors in marketing, locating a buyer for, and
negotiating the sale of a property owned by the Debtors.

The real property is located in Cottage Grove, Minnesota owned by
Debtor 300 LYLC, Inc., formerly Lyman Lumber Company, and
consisting of raw land on which a railroad siding has been built.

If the property is sold at the $5,903,251 asking price stated in
the listing agreement, Colliers would receive a 5% commission for
a sale without a buyer's agent and a 7% commission for a sale with
a buyer's agent, which commission would be shared between Colliers
and the buyer's agent.  In the event the property is transferred
to the secured lender prior to the expiration of the listing
agreement, the agreement will terminate and the Debtors will pay
Colliers $5,000 if the property is transferred before Jan. 27,
2013, and $10,000 if the property is transferred after that date.

William Wardwell, executive vice president of Colliers, attests
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MEDIA GENERAL: Warren Buffett Owns 17% Class A Shares
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Warren E. Buffett and Berkshire Hathaway Inc.
disclosed that as of Sept. 20, 2012, they beneficially own
4,646,220 shares of Class A common stock of Media General, Inc.,
representing 17% of Class A shares outstanding.  Mr. Buffett
serves as the Chairman of the Board of Directors and Chief
Executive Officer of Berkshire.

Mr. Buffett previously reported beneficial ownership of 4,646,220
Class A shares as of May 24, 2012.

On Sept. 20, 2012, pursuant to the nomination by Berkshire under
Section 2.3 of the Shareholders Agreement, Media General's Board
of Directors appointed Wyndam Robertson to serve on the Board of
Directors until the next annual shareholder meeting for the
general election of directors.

Also, on Sept. 24, 2012, Berkshire exercised the Warrants and
received, upon surrender of the Warrants and payment of the
exercise price per share of $0.01 set forth in the Warrant
Agreement, 4,646,220 shares of Class A Common Stock of the
Company.

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

                        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: Board Approves 15-to-1 Share Consolidation
--------------------------------------------------------
Medicure Inc.'s Board of Directors has approved a consolidation of
the Company's common shares on the basis of 15 pre-consolidation
common shares for each one post-consolidation Common Share,
subject to the approval of the TSX Venture Exchange.

A special resolution was passed at the Company's Annual and
Special Meeting held on Nov. 22, 2011, to give the Board of
Directors of the Company the discretion to approve a consolidation
of the Company's Common Shares on the basis of a range of four
pre-consolidation Common Shares for each one post-consolidation
Common Share to fifteen pre-consolidation Common Shares for each
one post-consolidation Common Share.  As at Sept. 21, 2012, the
Company had 182,947,595 Common Shares issued and outstanding.

Following the consolidation, it is expected that the Company will
have approximately 12,196,506 Common Shares issued and
outstanding.  The numbers of Common Shares reserved for issuance
under the Company's Stock Option Plan and the number of Common
Shares that may be purchased upon exercise of warrants will be
reduced proportionately.  No fractional shares will be issued, but
instead will be rounded to the nearest whole common share.  Once
TSX Venture Exchange approval is obtained, the Company will issue
a further news release and shareholders will receive a letter of
transmittal from Computershare, the Company's exchange agent.  The
Company's name and trading symbol will not change as a result of
the consolidation.

Further details with respect to the consolidation are contained in
the Company's Management Proxy Circular dated Oct. 14, 2011, a
copy of which is available on SEDAR at http://www.sedar.com/

                        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.

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.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63
million 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.


MF GLOBAL: Ch. 11 Trustee Files $8.4MM Suit Against Breakwater
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that MF Global Holdings
Ltd. Chapter 11 trustee Louis J. Freeh filed an $8.4 million suit
in New York bankruptcy court Friday against Breakwater Trading
LLC, saying the energy trader owes the money for breaching a 2006
credit agreement with two MFGH subsidiaries.

Bankruptcy Law360 relates that Mr. Freeh is the trustee seeking to
recover on behalf of creditors of MF Global and units MF Global
Finance USA Inc., MF Global Capital LLC, MF Global FX Clear LLC,
MF Global Market Services LLC and MF Global Holdings USA Inc.

                          About MF Global

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

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

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

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

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

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

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

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


MF GLOBAL: Parent's Unpaid Fees Rise to $39.2 Million
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals for trustee Louis Freeh and the
official creditors' committee of MF Global Holdings Ltd. incurred
$3.5 million in fees during August that can't be paid for lack of
cash.

According to the report, since the beginning of the liquidation of
the parent of the commodities broker, $39.2 million in
professional fees are accrued and not paid, according to an
operating report filed in U.S. Bankruptcy Court in New York.  Mr.
Freeh still has about $15.9 million in cash to pay other operating
expenses of the holding company's Chapter 11 reorganization.

The report relates that originally $25.3 million, the cash
represents collateral for secured lender JPMorgan Chase & Co.
Mr. Freeh is using the cash with the bank's permission.  There was
little change in cash collateral in August because Mr. Freeh
brought in more than $680,000 from an affiliate in Japan.  The
separate trustee for the brokerage subsidiary MF Global Inc. pays
professional fees with advances from the Securities Investor
Protection Corp.  Mr. Freeh will be able to pay professionals when
he recovers money or securities that don't belong to customers or
represent assets not subject to secured creditors' claims.

The report notes Mr. Freeh filed a lawsuit last week in bankruptcy
court to recover an $8.3 million margin loan made by an MF Global
finance subsidiary to a Chicago customer named Breakwater Trading
LLC.  The margin loan was made to support trading in futures and
options.

                         About MF Global

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

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

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

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

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

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

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

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


MILTON HOSPITAL: S&P Holds 'BB-' Rating on $32.5MM Series D Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook to
positive from stable and affirmed its 'BB-' rating on the $32.5
million series D bonds issued by the Massachusetts Development
Finance Agency for Milton Hospital, Mass., now known as Beth
Israel Deaconess Hospital - Milton. At the same time, Standard &
Poor's withdrew its rating on Beth Israel Deaconess Hospital -
Milton's (Milton) series C bonds, which the hospital redeemed
Sept. 4, 2012.

"On Jan. 1, Milton became an affiliate of Beth Israel Deaconess
Hospital, (BIDMC) which is part of CareGroup ('A-'), a system of
academic medical center and specialty hospitals in and around
Boston. Milton has had a clinical affiliation with BIDMC since
2003; however, under the new affiliation agreement BIDMC will
assume board and management control of Milton while, at the same
time, agreeing to provide certain tangible services, support, and
Transfers," S&P said.

"The positive outlook reflects our opinion that Milton will likely
continue to benefit from its relationship with BIDMC, resulting in
the improved financial performance that is necessary for a higher
rating," said Standard & Poor's credit analyst Cynthia Keller. "We
believe a higher rating is possible as early as next year," said
Ms. Keller.

BIDMC did not assume responsibility for Milton's series D bonds,
which Standard & Poor's will continue to rate based on Milton's
financial and enterprise profiles alone.

Credit factors supporting the rating affirmation and positive
outlook include our assessment of Milton's:

    Improved earnings year to date in fiscal year 2012 on the
    strength of increasing volumes and BIDMC's assumption of a
    portion of Milton's physician losses;
    Expected benefits from Milton's affiliation with BIDMC;
    Adequate balance sheet for the rating category; and
    Repayment of the short-term line of credit using an
    intercompany loan.

A higher rating is precluded by Milton's:

    Competitive service area; and
    Uncertainty around the magnitude of benefits Milton will gain
    from its affiliation with BIDMC.

"It is unlikely Standard & Poor's would lower the rating during
the two-year outlook period due to benefits already realized by
Milton, which have resulted in improved interim financial
performance and volumes," S&P said.


MONEY TREE: Consumer Privacy Ombudsman Appointed
------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama approved the appointment of Von G.
Memory of the Memory & Day law firm as consumer privacy ombudsman
in the Chapter 11 cases of Small Loans, Inc., et al.

S. Gregory Hays, the chapter 11 trustee, has requested that the
Court direct the Bankruptcy Administrator to appoint a consumer
privacy ombudsman to protect the privacy of certain consumers
whose personally identifiable information may be sold to a third
party along with certain assets of the Debtors.

In this relation, the trustee intends to sell certain consumer
credit accounts, notes, receivables, security instruments,
insurance policies and other ancillary products owned by the
Debtors.  The accounts to be sold may contain mailing addresses,
phone numbers, dates of birth, social security numbers, and other
information regarding customers of the Debtors.

Mr. Memory will, among other things, file a report with the Court
containing his findings and recommendations regarding the privacy
concerns that may arise as a result of the asset sales.

Mr. Memory's compensation for all legal and other services related
to his appointment as ombudsman will be limited to a flat fee of
$7,500.

The Bankruptcy Administrator and the Official Committee of
Unsecured Creditors stated that they did not have any objection to
the appointment of Mr. Memory as ombudsman.

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MONEY TREE: Chapter 11 Trustee Fires KCC as Claims Agent
--------------------------------------------------------
S. Gregory Hays, the Chapter 11 trustee for Small Loans, Inc., et
al., asks the U.S. Bankruptcy Court for the Middle District of
Alabama to terminate the employment of Kurtzman Carson Consultants
as noticing and claims agent for the Debtors.

The trustee said that the services provided by KCC are either no
longer needed or may be performed by the trustee, through
coordination with the Clerk of Court, in a manner that will reduce
the costs incurred by the Debtors' estates.  KCC was charged with
processing the claims filed against the Debtors.  This service is
no longer needed because both the May 15, 2012, claims bar date
and the June 13, 2012, governmental claims bar date have now
passed.

The trustee and KCC negotiated a reduction of KCC's fees in the
amount of $19,580.  KCC has now been paid in full at the reduced
amount negotiated by the trustee.

While certain late filed claims and administrative claims may
still be received, the volume of these claims would be small and
the trustee would be able to process any claims without the need
of a claims agent.

The trustee also asks that the Court extend the bar date for
approximately 50 trade creditors who were not listed in the
Debtors' schedules and who failed to receive notice of the claims
bar date from the Debtors.

                         About Money Tree

Headquartered in Bainbridge, Georgia, The Money Tree Inc. --
http://www.moneytreeinc.com/-- operates a network of lending
branches across the Southeast, concentrated in Georgia, Florida
and Alabama.  The Company and four affiliates filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case Nos. 11-12254 thru 11-12258) on
Dec. 16, 2011.  The other debtor-affiliates are Small Loans, Inc.,
The Money Tree of Louisiana, Inc., The Money Tree of Florida Inc.,
and The Money Tree of Georgia Inc.

Judge William R. Sawyer oversees the case, replacing Judge Dwight
H. Williams, Jr.  Max A. Moseley, Esq., at Baker Donelson Bearman
Caldwell & Berkow, P.C., serves as the Debtors' counsel.  The
Debtors hired Warren, Averett, Kimbrough & Marino, LLC, as
restructuring advisors.

The Money Tree Inc. disclosed $73,413,612 in assets and
$73,050,785 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Biladley D. Bellville, president.

The Company's subsidiary, Best Buy Autos of Bainbridge Inc., is
not a party to the bankruptcy filing and intends to operate its
business in the ordinary course.

On Jan. 10, 2012, the Court appointed two separate Official
Unsecured Creditors' Committees in The Money Tree Inc. case and
The Money Tree of Georgia Inc. case.  On Jan. 13, 2012, the
Committees moved the Court to consolidate the two into one Omnibus
Official Committee of Unsecured Creditors in the Chapter 11 cases,
which motion was granted on Feb. 28, 2012.  Greenberg Traurig LLP
represents the Committee.  The Committee tapped HGH Associates LLC
as its accountants and financial advisors.

On April 16, 2012, the Debtors filed a Plan of Reorganization and
Disclosure Statement.  Holders of General Unsecured Claims of The
Money Tree, estimated total $586,676, were to receive 95% of their
allowed claims.

The Debtors, however, failed to move forward with their Plan as
the Court stripped the Company's management of control and
appointed S. Gregory Hays as Chapter 11 Trustee.  Daniel D.
Sparks, Esq., Eric J. Breithaupt, Esq., and Bradley R. Hightower,
Esq., at Christian & Small LLP, represent the Trustee.


MOORE SORRENTO: Reorganization Plan Declared Effective
------------------------------------------------------
Moore Sorento, LLC, notified the U.S. Bankruptcy Court for the
Northern District of Texas that the Effective Date of the First
Amended Plan of Reorganization, as modified three times, occurred
on Aug. 8, 2012.

The Court on July 26, 2012, entered an order confirming the
Debtor's Amended Plan.

As reported in the Troubled Company Reporter on Aug. 6, 2012, the
Debtor presented an amended Chapter 11 plan for confirmation after
the prior iteration of the Plan and the May 15 plan confirmation
was declared null and void.

Moore Sorrento in mid-May won confirmation of a Chapter 11 Plan
that required the Debtor to complete the sale of its shopping
center The Shops at Moore by May 31.  The Plan, which proposes to
provide a 100% recovery to creditors, also required the Debtor to
make a cash payment of $37,875,000 (from the proceeds of the sale)
to Wells Fargo Bank N.A. by the closing date.

But the buyer, Inland, failed to close on the sale and instead
sought to renegotiate certain terms of the sale.

The parties later entered negotiations and reached a new asset
purchase agreement on July 18.  Wells Fargo participated in the
negotiations and agreed to a payment of $37,275,000 cash payment
on closing of the sale, and a promissory note in the amount of
$300,000 payable in two years.

                       About Moore Sorrento

Hurst, Texas-based Moore Sorrento, LLC, owns real property located
in Moore, Oklahoma, commonly known as the Shops at Moore, which
the Company operates as a retail shopping center.  The center's
current 23 tenants offer various goods and services to retail
customers.

Moore Sorrento filed Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 11-44651) on Aug. 17, 2011.  In its
schedules, Moore Sorrento disclosed assets of $43,259,900 and
liabilities of $42,262,158 as of the Petition Date.

Attorneys for Wells Fargo Bank, N.A., Successor-by-Merger to
Wachovia Financial Services, Inc., is:

J. Robert Forshey, Esq., and Matthew G. Maben, Esq., at Forshey &
Prostok, LLP, in Fort Worth, Tex., serve as the Debtor's counsel.
J. Frasher Murphy, Esq., at Winstead PC, in Dallas, represents
Wells Fargo.


NATIONS ENERGY: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Nations Energy Corporation
        1511 East Fowler Avenue, Suite G
        Tampa, FL 33612

Bankruptcy Case No.: 12-14350

Chapter 11 Petition Date: September 20, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Suite B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Jaime Jurado, president.

Affiliate that simultaneously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Jaime Jurado                          12-14338            09/20/12

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Republic Of Panama                 Arbitration Award    $4,587,219
c/o Fowler, White, Boggs, P.A.
501 East Kennedy Boulevard, Suite 1700
Tampa, FL 33602


NEW ENGLAND BUILDING: Court OKs King Real Estate as Broker
----------------------------------------------------------
New England Building Materials LLC sought and obtained approval
from the U.S. Bankruptcy Court to employ King Real Estate as
broker.

A component of the Debtor's current reorganization is the sale of
assets that do not play a role in the plan of reorganization.  A
condominium located at 1 East Grand Avenue, Unit 203, in Old
Orchard Beach, Maine, and owned by the Debtor is one such asset.
To maximize the return to the estate for the sale of the property,
the Debtor requires assistance from a professional real estate
firm.

The Debtor proposes to compensate King in accordance with the
terms of the Exclusive Agency Listing Agreement, which terms call
for a commission-based transaction fee to be paid to King upon the
successful conclusion of the sale or exchange of the property.

King Weinstein, the principal and designated broker at King,
attests that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                    About New England Building

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEWPAGE CORP: Reports 'Substantial Progress' on Plan Talks
----------------------------------------------------------
According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, NewPage Corp. reported "substantial progress" in two
mediation sessions held this month between secured and unsecured
creditors.

According to Bloomberg, NewPage said it's "preparing an amended
plan and a disclosure statement to reflect such progress."  The
company filed papers on Sept. 21 in U.S. Bankruptcy Court in
Delaware seeking an extension until Oct. 17 of the deadline for
filing a disclosure statement.  A hearing to approve the new
deadline is set for Oct. 16.  NewPage filed a Chapter 11 plan in
August that satisfied neither secured nor the unsecured creditors.
The August plan contains an option under which there would be
settlement of claims by the unsecured creditors' committee
challenging the validity of liens held by first-lien lenders.
Alternatively, the plan would forgo settlement, allowing a lawsuit
on lien validity to continue after the company exits Chapter 11.

The report relates NewPage has always said unsecured creditors are
"hopelessly out of the money" with no theory that would bring them
a dividend under a Chapter 11 plan.  The official committee
contends that the lenders financed an acquisition in 2007 and a
refinancing two years later that included fraudulent transfers.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NIFTUS LLC: Hearing on DIP Financing Continued Until Oct. 17
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia
continued until Oct. 17, 2012, at 11 a.m., the hearing to consider
Niftus, LLC's request to incur debt.

At the hearing, the Court will also consider the objection filed
by the W. Clarkson McDow, Jr., U.S. Trustee for Region 4.

The U.S. Trustee explained that the motion:

   1. does not give sufficient notice of the terms of the proposed
      transaction;

   2. is not accompanied by a copy of the credit agreement and
      proposed form of order as required by Fed. R. Bankr. P.
      4001(c)(1)(A);

   3. does not appear to set forth all the material provisions of
      the proposed credit agreement; -- among other things, the
      motion does not set forth events of default;

   4. according to the Debtor's statement of financial affairs, it
      has not earned income since Jan. 1, 2010; and

   5. it is unclear how the loan will benefit the Debtor.

                           About Niftus

Niftus, LLC, filed a bare-bones Chapter 11 petition (Bankr. W.D.
Va. Case No. 12-71123) on June 11 in Roanoke, Virginia.  Niftus,
a management consulting services provider from Bluefield,
Virginia, estimated assets of up to $50 million and debts of less
than $10 million.  Chief Judge William F. Stone Jr. oversees the
case.  Copeland & Bieger, P.C., serves as the Debtor's counsel.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, has not
appointed an unsecured creditors committee in the Chapter 11 case
of Niftus, LLC.  According to the statement, the number of persons
eligible or willing to serve on such a committee is presently
insufficient to form an unsecured creditors committee.

The U.S. Trustee will appoint an unsecured creditors committee
upon the request of an adequate number of unsecured creditors


NIP COMPANY: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
The NIP Company filed with the U.S. Bankruptcy Court for the
Western District of Texas an amended summary of its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                        $0
  B. Personal Property            $5,002,426
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,133,745
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $7,114
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,093,249
                                  ----------      -----------
        TOTAL                     $5,002,426       $6,234,108

A copy of the SALs, as amended, is available at:

          http://bankrupt.com/misc/nipcompany.doc28.pdf

The NIP Company filed a bare-bones Chapter 11 petition in its
hometown in Austin, Texas (Bankr. W.D. Tex. Case No. 12-10393) on
Feb. 28, 2012.  Its affiliate, San Diego, California-based
Retirement Capital Group, Inc., simultaneously filed for Chapter
11 protection (Bankr. W.D. Tex. Case No. 12-10396).

NIP and Retirement Capital each estimated assets of up to
$50 million and debts of up to $10 million.

Judge H. Christopher Mott presides over the cases.  Meagan Martin,
Esq., and Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy &
McNamara PLLC, represent the Debtors as counsel.

The petitions were signed by C. William Pollock, chairman.


NIP COMPANY: RCG Files Schedules of Assets and Liabilities
----------------------------------------------------------
Retirement Capital Group, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas an amended summary of its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             ----------      -----------
  A. Real Property                        $0
  B. Personal Property            $9,710,368
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $18,173
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,095,732
                                  ----------      -----------
        TOTAL                     $9,710,368       $2,113,905

A copy of the SALs, as amended, is available at:

           http://bankrupt.com/misc/nipcompany.doc29.pdf

The NIP Company filed a bare-bones Chapter 11 petition in its
hometown in Austin, Texas (Bankr. W.D. Tex. Case No. 12-10393) on
Feb. 28, 2012.

Its affiliate, San Diego, California-based Retirement Capital
Group, Inc., simultaneously filed for Chapter 11 protection
(Bankr. W.D. Tex. Case No. 12-10396).

NIP and Retirement Capital each estimated assets of up to
$50 million and debts of up to $10 million.

Judge H. Christopher Mott presides over the cases.  Meagan Martin,
Esq., and Thomas H. Grace, Esq., at Spencer Crain Cubbage Healy &
McNamara PLLC, represent the Debtors as counsel.

The petitions were signed by C. William Pollock, chairman.


NORTHSTAR AEROSPACE: Wants to Reject CBA With Unions
----------------------------------------------------
BankruptcyData.com reports that Northstar Aerospace filed with the
U.S. Bankruptcy Court a motion to reject collective bargaining
agreements with the Communication Workers of America, Local Union
No. 14430.

As reported in the TCR on Sept. 14, 2012, private equity firm
Wynnchurch Capital Ltd. closed its purchase of Northstar
Aerospace, which it won court approval to purchase out of
bankruptcy protection in July.

Regarding the rejection of the CBAs, the Debtors assert, "In light
of the Sale, the contemporaneous cessation of operations by the
Debtors, the Purchaser's employment of or offers of employment to
all employees covered by the CBA, and the New CBA, the CBA is
essentially without effect.  Thus in a sound exercise of their
business judgment, the Debtors seek to formally reject the CBA, to
the extent such rejection is necessary."

The Court scheduled an Oct. 4, 2012 hearing on the motion.

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


NORTHSTAR AEROSPACE: Grant Thorton Approved as Tax Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Northstar Aerospace (USA) Inc., et al., to employ Grant Thorton
LLP as tax advisors.

As reported in the Troubled Company Reporter on Aug. 16, 2012, the
hourly rates of Grant Thornton's personnel are:

         Partner/Principal            $600 - $700
         Managing Director            $550 - $600
         Senior Manager               $500 - $575
         Manager                      $400 - $525
         Senior Associate             $300 - $440
         Associate                    $245 - $280
         Paraprofessional                $170

                     About Northstar Aerospace

Chicago, Illinois-based Northstar Aerospace --
http://www.nsaero.com/-- is an independent manufacturer of flight
critical gears and transmissions.  With operating subsidiaries in
the United States and Canada, Northstar produces helicopter gears
and transmissions, accessory gearbox assemblies, rotorcraft drive
systems and other machined and fabricated parts.  It also provides
maintenance, repair and overhaul of components and transmissions.
Its plants are located in Chicago, Illinois; Phoenix, Arizona and
Milton and Windsor, Ontario.  Northstar employs over 700 people
across its operations.

Northstar Aerospace, along with affiliates, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington,
Delaware, on June 14, 2012, to sell its business to affiliates of
Wynnchurch Capital, Ltd., absent higher and better offers.

Attorneys at SNR Denton US LLP and Bayard, P.A. serve as counsel
to the Debtors.  The Debtors have obtained approval to hire Logan
& Co. Inc. as the claims and notice agent.

Certain Canadian affiliates are also seeking protection pursuant
to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36,
as amended.

As of March 31, 2012, Northstar disclosed total assets of
$165.1 million and total liabilities of $147.1 million.
Approximately 60% of the assets and business are with the U.S.
debtors.


OCEANSIDE YACHT: Withdraws Motion for Cash Collateral Access
------------------------------------------------------------
Oceanside Yacht Club Development, Inc., has withdrawn its motion
for authorization to use cash collateral filed on July 2, 2012.
According to the Debtor's case docket, it filed a motion to
dismiss its Chapter 11 case.

                    About Oceanside Yacht Club

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.

The Bankruptcy Administrator stated that it was unable to form
unsecured creditors' committee.


OLDE PRAIRIE BLOCK: Returns to Ch. 11, Owes $71MM to CenterPoint
----------------------------------------------------------------
Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on
Sept. 21.

The Debtor disclosed assets of $97 million in assets and
$80.6 million in liabilities in its schedules.

The Debtor owns two properties: (i) the Old Prairie Property, a
53,575 square foot parcel that has a building and a gravel paved
lot at E. Cermak Road in Chicago, and (ii) the Lakeside Property,
a 159,960 square-feet property that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

A copy of the schedules filed with the petition is available for
free at http://bankrupt.com/misc/ilnb12-37599.pdf

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

Robert R. Benjamin, Esq., at Golan & Christie, LLP, serves as
counsel to the Debtor in the new Chapter 11 case.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.


OLDE PRAIRIE BLOCK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Olde Prairie Block Owner, LLC
        2245 S. Michigan
        Chicago, IL 60616

Bankruptcy Case No.: 12-37599

Chapter 11 Petition Date: September 21, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $97,050,191

Scheduled Liabilities: $80,573,558

The petition was signed by Karl S. Norberg, manager and authorized
agent.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
CenterPoint Properties Trust       Property             $7,484,580
c/o Baker & McKenzie (D. Heroy)
130 E. Randolph Street, Suite 3500
Chicago, IL 60601

JMB Capital Partners               DIP Financing        $3,400,000
450 Park Avenue, 27th Floor
New York, NY 10022

Pamela Gleichman                   Loans                $2,478,646
1906 N. Burling Street
Chicago, IL 60614

Karl S. Norberg                    Loans                $1,500,000
1906 North Burling Street
Chicago, IL 60614

Ungaretti & Harris LLP             Legal Services       $1,342,096
70 W. Madison, Suite 3500
Chicago, IL 60602

Rosa Scarcelli                     2008 Loan              $400,000
41 Bowdoin Street
Portland, ME 04102

Wacker Wilcox Matousek             Legal Services         $157,545

Cook County Treasurer              Taxes                   $65,437

Cook County Treasurer              Taxes                   $64,665

Resolute Consulting, LLC           Goods and Services      $57,072

Provence, LLC                      Development Services    $48,000

Daley and George, LLP              Legal Services          $41,207

Cook County Treasurer              Taxes                   $29,463

Development Design Group, Inc.     Architectural           $23,770
                                   Services

Cook County Treasurer              Taxes                   $23,661

Ostrow Reisin Berk & Abrahams Ltd. Accounting Services     $19,255

Cook County Treasurer              Taxes                   $19,198

Cook County Treasurer              Taxes                   $19,011

James R. Kunert Construction, Co.  Maintenance and         $17,400
                                   Repair Services

Cook County Treasurer              Taxes                   $14,687


OXLEY DEVELOPMENT: Taps Paul Reece Marr as Bankruptcy Counsel
-------------------------------------------------------------
Oxley Development Company, LLC, asks the U.S. Bankruptcy Court
Northern District of Georgia for permission to employ the law firm
of Paul Reece Marr, P.C., as bankruptcy counsel.

The hourly rates of the law firm's personnel are:

         Paul Reece Marr, Esq.             $295
         Paralegal                         $110
         Clerical                           $40

The Debtor relates that West Midtown, LLC, a Georgia limited
liability corporation managed by Carl M. Drury, III and solely
owned by Mr. Drury's wife Kathy Drury, paid the $1,046 Court
filing fee and the $4,954 attorney fee and expense retainer to the
LAW FIRm.  West Midtown, LLC paid the funds on behalf of Debtor to
the law firm as a gift and not as a loan.

To the best of Debtor's knowledge, the law firm represents no
interest adverse to the debtor or the estate in the matters upon
which the law firm will be engaged.

                      About Oxley Development

Oxley Development Company, LLC, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-69799) in Atlanta Aug. 6, 2012.

Oxley Development owns the Laurel Bluff and Lauren Island, in
Camden County, Georgia.  The Debtor, a single asset real estate
under 11 U.S.C. Sec. 101(51B), estimated assets of at least
$100 million and debts under $100 million.

This is not the first time Oxley has sought bankruptcy protection.
In October 2011, Oxley filed a Chapter 11 petition in Brunswick
(Bankr. S.D. Ga. Case No. 11-21338).  But the case was dismissed
at the behest of the U.S. Trustee.  The bankruptcy judge in May
granted relief from stay to German American Capital Corporation,
allowing the creditor to pursue its state law remedies in
connection with the Debtor's real property.

William S. Orange, III, Attorney at Law, represented the Debtor in
the prior Chapter 11 case.  In the new case, the Debtor is
represented by Paul Reece Marr P.C.  The Debtor disclosed
$105,700,000 in assets and $73,777,219 in liabilities as of the
Chapter 11 filing.

Creditor German American Capital Corp. is represented in the case
by Paul Baisier, Esq., and Shuman Sohrn, Esq., at Seyfarth Shaw
LLP.

No official committee of unsecured creditors has been appointed
pursuant to section 1102 of the Bankruptcy Code.


PACIFIC THOMAS: Amends List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Pacific Thomas Corporation filed with the U.S. Bankruptcy Court
Northern District of California a second amended list of creditors
holding 20 largest unsecured claims, disclosing:

Name of Creditors               Nature of Claim   Amount of Claim
-----------------               ---------------   ---------------
Darrow Family Partners          Unknown             $1,350,908
c/o Darrow / Whitney
1600 Ala Moana No. 1112
Honolulu, HI 96815

Summit Bank                     Mortgage            $7,693,122
2969 Broadway
Oakland, CA 94694

Thomas Capital Investments      Unknown               $571,534
c/o Darrow / Whitney
1600 Ala Moana No. 1112
Honolulu, HI 9681

Buhla R. Darrow Trust           Unknown               $388,863
c/o Darrow / Whitney
1600 Ala Moana No. 1112
Honolulu, HI 96815

Thomas Koolaupoko Inv.          Unknown               $368,574
c/o Darrow / Whitney
1600 Ala Moana No. 1112
Honolulu, HI 96815

Richard Douglas Worsley         Professional Services  $75,000

Grubb & Ellis Company           Professional Services  $70,000

A.M. Tarbell Trust              Unknown                $60,525

CBRE, Inc.                      Professional Services  $30,000

KCA Engineers, Inc.             Professional Services  $28,926

Baird Holm Attorneys At Law     Professional Services  $26,616

Timothy Brophy, CPA, MBA        Professional Services  $19,186

Wendel Roesn Black & Dean,
LLP                             Professional Services  $12,635

Charles M. Salter Associates,
Inc.                            Professional Services  $11,690

BKD, LLP                        Professional Services  $11,135

Environmental Science Assoc.
Inc.                            Professional Services   $9,500

Bank of the West                Operating Bank Account
                                (overdrawn)             $6,500

Doris Rydman                     Personal Loan          $5,000

Jill Worsley                     Personal Loan          $4,240

DMJM Harris/Korve Engineering,
Inc.                             Professional Services  $3,000

In the prior iteration of the list, the Debtor disclosed owing
Thomas Capital Investments the amount of $1,081,412; Summit Bank,
$898,123; Randall Whitney, $201,050; Alameda County Treasurer &
Tax, $26,095 and Alameda County Treasurer & Tax, $16,159.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Calif. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C.  The petition was
signed by Jill V. Worsley, COO, secretary.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PATRIOT COAL: Wants Out of Coal Sales Deals With Parent
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Patriot Coal Corp.
asked a New York bankruptcy court Thursday for permission to let a
fellow Arch Coal Inc. spinoff out of an agreement it had reached
with their parent company in 2005, saying this would save it tens
of millions of dollars.

Bankruptcy Law360 says Patriot seeks the rejection of a so-called
master coal sales and services agreement, or MSA, Arch had reached
with Magnum Coal Co., a fellow spinoff unit and debtor in the
bankruptcy case.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

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


PEREGRINE FINANCIAL: Trustee Wins Nod to Return $123M to Customers
------------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Peregrine Financial
Inc.'s bankruptcy trustee won court approval Thursday to dole out
$123 million to certain customers, after putting to bed the U.S.
Commodity Futures Trading Commission's concerns and overcoming an
objection from customers not included in those distributions.

U.S. Bankruptcy Judge Carol A. Doyle gave the green light for the
interim distribution plan, which Chapter 7 trustee Ira Bodenstein
had agreed to put on hold last week, according to Bankruptcy
Law360.

                     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.


PLY GEM: S&P Affirms 'B-' Corp. Credit Rating; Outlook Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cary,
N.C.-based Ply Gem Industries Inc. (Ply Gem) to positive from
stable. "At the same time, we affirmed our ratings on Ply Gem,
including the 'B-' corporate credit rating," S&P said.

"In addition, we assigned our 'CCC' issue-level rating (two
notches lower than the corporate credit rating) to the company's
proposed $160 million senior unsecured notes due 2017. The
recovery rating on the notes is '6', indicating our expectation of
negligible (0% to 10%) recovery in the event of a payment default.
Proceeds of the proposed notes will be used to repay the company's
existing 13.125% senior subordinated notes due 2014," S&P said.

"The outlook revision reflects our expectation that Ply Gem's
operating performance will improve over the next several quarters
as residential construction markets recover, resulting in credit
measures improving during this period in line with our forecast
for double-digit growth in U.S. housing starts for 2013," said
Standard & Poor's credit analyst Thomas Nadramia. "The outlook
revision also takes into account an improved debt maturity profile
following the issuance of the proposed senior unsecured notes."
This transaction, if completed as anticipated, will extend the
nearest debt maturity to January 2016, when Ply Gem's $212.5
million asset based revolving credit facility matures. Also, our
rating and outlook also reflect our view that Ply Gem will
maintain its adequate liquidity, despite high debt of
approximately $1.1 billion (adjusted for operating leases and
post-retirement obligations.)"

"The ratings on Ply Gem reflect our expectation that the company
will maintain its highly leveraged financial risk profile and
'weak' business risk profile. Its high debt levels, modest free
cash flow, participation in highly cyclical residential
construction markets, intense competition in the fragmented
windows market, and exposure to volatile raw material costs
support our assessment. In particular, resin and aluminum costs
can temporarily lower operating margins until pricing can recover
increased costs," S&P said.

Ply Gem manufactures exterior building products, including siding,
windows, and doors, for the residential construction market, which
are sold primarily in the U.S. and Canada.

"The positive outlook reflects our view of continued growth in
demand for most of Ply Gem's products, fueled by an increase in
housing starts that should lead to growth in EBITDA and result in
improved credit measures by the end of 2013, while maintaining
adequate liquidity. Under our base case scenario, we think EBITDA
could reach approximately $170 million in 2013, reducing leverage
to about 6.5x," S&P said.

"We could raise our rating within 12 months if the anticipated
improvement in housing and remodeling activity accelerates more
quickly than our economist's current forecast, allowing Ply Gem to
reduce and maintain leverage to 6x or less and funds from
operations to debt of greater than 10%. This could occur if single
family housing starts trend to 1 million or more in the 2013
building season, which we think would result in revenues of $1.3
Billion or more and EBITDA of $200 million," S&P said.

"We would lower our rating if housing and repair activity are
reduced from current levels, causing EBITDA to fall below $100
million or if liquidity became constrained. This could occur, in
our view, in the event of a double-dip recession or large
increases in commodity costs. For this to occur, we think housing
starts would have to fall back below 600,000 total units," S&P
said.


PLY GEM: Moody's Rates $160-Mil. Senior Unsecured Notes 'Caa3'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa3 to Ply Gem Industries'
proposed $160 million Senior Unsecured Notes due 2017, which will
be the most junior committed debt in the company's capital
structure. Proceeds from the notes issuance and some cash on hand
will be used to redeem Ply Gem's existing $150 million Senior
Subordinated Notes due 2014, and to pay redemption premiums and
other fees and expenses. Moody's also affirmed the Corporate
Family Rating and Probability of Default Rating at Caa1. The
rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at Caa1;

Probability of Default Rating affirmed at Caa1;

8.25% Sr. Secured Notes due 2018 affirmed at Caa1 (LGD4, 50%);
and,

Sr. Unsecured Notes due 2017 rated Caa3 (LGD6, 92%).

RATINGS RATIONALE

The Caa3 rating assigned to the proposed Senior Unsecured Notes
due 2017, two notches below the corporate family rating, reflects
their position as the most junior committed debt in Ply Gem's
capital structure, putting it in a first-loss position relative to
the company's secured debt. Proceeds from the proposed notes
issuance and some cash on hand will be used to retire the existing
Senior Subordinated Notes due 2014, at which time the ratings will
be withdrawn, also to pay redemption premiums and other related
fees and expenses. The proposed notes issuance will improve the
company's cash flow by about $4 million since cash interest
payments will be reduced due to the anticipated lower interest
rate relative to the current rate for the Senior Subordinated
Notes due 2014 despite a higher principal balance. The transaction
also extends Ply Gem's debt maturity profile as the company faces
no maturities for the next four years. The company's revolving
credit facility will be extended to its legal maturity, which is
January 2016, once the Senior Subordinated Notes due 2014 are
redeemed.

Ply Gem's Caa1 Corporate Family Rating remains constrained by its
leveraged capital structure, despite prospects of a modest
recovery in the company's end markets. Ply Gem's ability to
generate meaningful levels of earnings and free cash flow relative
to the amount of debt on its balance sheet remains limited. In
addition, Ply Gem's price increases typically lag increases in the
cost of its raw materials, such as resin and aluminum for siding,
windows and doors. However, Moody's recognizes that new
residential construction and repair and remodeling sectors, the
company's primary end markets, are anticipated to show some
recovery into 2013. Despite the likelihood of some margin
expansion and new business, Ply Gem's debt leverage and interest
coverage credit metrics will remain stressed. Following the
proposed transaction, pro forma credit metrics for the 12 months
ended June 30, 2012 will remain relatively unchanged, with debt
leverage at 8.3 times and EBITA-to-interest expense slightly below
1.0 times (all ratios adjusted per Moody's methodology).

Moody's considers Ply Gem's market position as one of the larger
manufacturers of vinyl siding, windows and doors a credit
positive. Ply Gem's vinyl siding segment has performed well during
the downturn, but it has not fully offset weakness in other
product lines. Revenues from windows and doors are derived mainly
from the residential construction end market and are positioned to
benefit from any rebound in new housing starts.

When the company's end markets show sustainable growth Ply Gem
needs to demonstrate the ability to generate significant levels of
operating earnings and free cash flow. An improved liquidity
profile and operating performance that results in debt-to-EBITDA
remaining below 7.0 times or EBITA-to-interest sustained above 1.0
times and trending towards 1.25 times (all ratios incorporate
Moody's standard adjustments) could result in positive rating
actions.

Factors that could result in a downgrade include operating
performance below expectations or erosion in the company's
financial performance due to an unexpected further decline in Ply
Gem's end markets. Debt-to-EBITDA remaining above 8.5 times or
EBITA-to-interest expense remaining below 0.75 times (all ratios
incorporate Moody's standard adjustments) or a deteriorating
liquidity profile could pressure the ratings.

The principal methodology used in rating Ply Gem Industries, Inc.
was the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Ply Gem Industries, Inc, headquartered in Cary, NC, is a leading
manufacturer of residential exterior building products in North
America. The company's core products are vinyl siding, windows,
patio doors, fencing, railing, and stone veneer, serving both the
new construction and repair and remodeling end markets. CI Capital
Partners LLC ("CI Capital"), through its respective affiliates, is
the primary owner of Ply Gem. Revenues for the 12 months ended
June 30, 2012 totaled about $1.1 billion.


PROTEONOMIX INC: Amends Q2 2012 Quarterly Report
------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission an amendment to its quarterly report for the period
ended June 30, 2012.

The Company revised its income statement to reflect net income of
$1.44 million on $0 of revenue for the three months ended June 30,
2012, compared with a net loss of $274,238 on $0 of revenue for
the same period during the prior year.  Proteonomix originally
reported net income of $1.50 million on $0 of sales for the three
months ended June 30, 2012, compared with a net loss of $274,238
on $0 of sales for the same period during the prior year.

The Company's restated balance sheet at June 30, 2012, showed
$5.75 million in total assets, $5.75 million in total liabilities
and a $1,087 total stockholders' deficit, in comparison with
$5.75 million in total assets, $6.33 million in total liabilities
and a $584,199 total stockholders' deficit, as previously
reported.

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

                        http://is.gd/qWc4OQ

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

After auditing the financial statements for the year ended
Dec. 31, 2011, KBL, LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


QUALITY STORES: Circuits Split on Whether Severance Pay Is Wages
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that severance paid to employees under pre-bankruptcy
agreements by a company liquidating in Chapter 11 is not "wages"
subject to tax under the Federal Insurance Contributions Act, the
U.S. Court of Appeals in Cincinnati ruled.  FICA withholdings fund
the Social Security and Medicare programs.

According to the report, the ruling creates a conflict with
another appeals court.  The case involved Quality Stores Inc.
which closed its nearly 400 stores while in Chapter 11.  The
company paid $1 million in FICA withholding taxes for employees
and sued in bankruptcy court for a refund.  The bankruptcy court
agreed with the company and ordered a refund.  On appeal, the
Sixth Circuit in Cincinnati upheld the lower court in an opinion
on Sept. 7 by U.S. Circuit Judge Jane B. Stranch.

The Bloomberg report discloses that Judge Stranch declined to
follow a 2008 case called CSX Corp. from the Court of Appeals for
the Federal Circuit which reached the opposite result.

The case is U.S. v. quality Stores Inc. (In re Quality Stores
Inc.), 10-1563, U.S. 6th Circuit Court of Appeals (Cincinnati).

                        About Quality Stores

Based in Muskegon, Michigan, Quality Stores Inc. is a specialty
retailer of farm and agriculture-related merchandise.

On Oct. 22, 2001, the Company was sent to bankruptcy after
a group of holders of the 10-5/8% senior notes filed an
involuntary petition before the U.S. Bankruptcy Court for the
Western District of Michigan, in Grand Rapids.  Under laws
relating to an involuntary bankruptcy filing, the Company is
permitted to operate its business in the ordinary course, unless
the Court orders otherwise.


REDDY ICE: Settles Ice Price-Fixing Claims for $750,000
-------------------------------------------------------
Scott Flaherty at Bankruptcy Law360 reports that Reddy Ice
Holdings Inc. reached a deal to settle allegations in Michigan
federal court that it fixed prices on packaged ice, a proposed
direct purchaser class said Wednesday.

According to Bankruptcy Law360, Reddy Ice agreed to pay $750,000
to resolve allegations that it took part in a scheme to fix prices
in the packaged ice industry.

                         About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.

Reddy Ice emerged from Chapter 11 protection at the end of May
2012.  The plan reduced debt by $145 million and gave ownership of
the company to affiliates of Centerbridge Partners.


RG STEEL: Taps ASK LLP to Collect on Accounts Receivable
--------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ ASK LLP as
special counsel to review, analyze, collect and prosecute certain
accounts receivable claims owed to the Debtors.

ASK will charge legal fees on a contingency fee basis of 5% for
all gross collections obtained on cases settled prior to the
filing of a complaint, and 25% of all collections obtained on
cases settled after the filing of a complaint.  In addition, if
ASK obtain a final judgment and need to engage in post judgment
enforcement or if an appeal is filed by any party (including the
Debtors) to a final judgment of the trial court, ASK will be
entitled to an additional 5% for post judgment legal work.  ASK
has also agreed to import all necessary computer records and store
paper files at no additional cost to the Debtors.

The Debtors seek to engage ASK to commence collection of the
Accounts Receivable immediately.  Therefore, the Debtors request
the retention of ASK be authorized nunc pro tunc to Sept. 10,
2012.

ASK will advance all fees and expenses including adversary filing
fees and seek reimbursement only from gross collections.

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

A hearing on Oct. 17, 2012, at 2 p.m. (ET) has been set.
Objections, if any, are due Sept. 27, at 4 p.m.

                          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.


RG STEEL: Taps Hilco IP to Market Internet Protocol Numbers
-----------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Hilco IP
Services, LLC d/b/a Hilco Streambank as broker in connection with
the marketing of certain of the Debtors' internet protocol numbers
and other internet number resources nunc pro tunc to Aug. 31,
2012.

The Debtors relate that their focus since the outset of these
cases has been to monetize their assets and maximize recoveries to
creditors.  To that end, the Debtors sought a broker to assist in
monetizing the IP Addresses.  Following arms' length discussions,
the Debtors selected Hilco Streambank as the exclusive broker for
the IP Addresses and the Debtors and Hilco Streambank negotiated
that certain engagement letter.

Hilco IP will, among other things:

   a. collect and secure all of the available information and
      other data concerning the IP Addresses;

   b. develop and execute a sales and marketing program designed
      to elicit proposals to acquire the IP Addresses from
      qualified acquirers with a view toward completing one or
      more sales, assignments, licenses, or other dispositions of
      the IP Addresses;

   c. assist the Debtors in connection with the transfer of the IP
      Addresses to the acquirer(s) who offer the highest or
      Otherwise best consideration for the Intellectual Property;
      and

   d. potentially, and with the Debtors' advance consent, post the
      IP Addresses on the online sale platform of Hilco
      Streambank's affiliate, Hilco Superbid Services, LLC d/b/a
      HilcoBid.

The Debtors request that Hilco Streambank be relieved of the
requirements of the interim compensation order.  In light of Hilco
Streambank's largely commission-based compensation structure, the
procedures detailed in the interim compensation order will burden?
without providing any benefit to?the Debtors' estates.  If the
Debtors and Hilco Streambank are required to prepare, file and
serve monthly and quarterly fee statements, substantial
administrative costs and professional time may be incurred,
without any benefit provided to these estates because Hilco
Streambank's fee is largely a set-rate commission per transaction
or a fee not paid by the Debtors at all.

The Debtors and Hilco Streambank agreed to these terms:

   a. Hilco Streambank will be compensated by receiving either:

     (i) a commission of 12% of the aggregate Gross Proceeds
         generated from the sale, assignment, license, or other
         disposition of each block of the IP Addresses; or

    (ii) in the event that IP Addresses are sold through HilcoBid
         and subject to Hilco Streambank's sole discretion, a
         standard buyer's premium, in lieu of the Commission, of
         up to 12% of the aggregate gross receipts from the sale,
         license or other assignment of the IP Addresses.

   b. Hilco Streambank will be entitled to reimbursement by the
      Debtors of its reasonable out of pocket expenses incurred in
      connection with the provision of services under the
      Engagement Agreement only if approved in advance in writing
      by Company.

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

                          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.


RITZ CAMERA: To Shut Down Store in Old Town Alexandria
------------------------------------------------------
Sharon McLoone at OldTownAlexandriaPatch reports that Ritz
Camera's on King Street is closing.  The Old Town location at 600
King St. expects to operate through mid-October.

According to the report, the move comes as brick-and-mortar
consumer-electronics stores face hotter competition from online
rivals and more people rely on smart phones to take pictures
instead of buying cameras and other equipment.

The report adds the company's restructuring includes the camera
store closing 128 locations and cut its staff of 2,000 in half.
Four locations in Virginia, including Old Town Alexandria, are
going dark.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  Ritz Camera intends to shut 128
locations and cut its staff in half.  Included in the closing are
10 locations in Maryland and 4 in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

In the 2012 petition, RCI estimated total assets and liabilities
of $50 million to $100 million.  The Debtors owe not less than
$16.32 million for term and revolving loans provided by secured
lenders led by Crystal Finance LLC, as administrative agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee tapped Cooley LLP
as its lead counsel, Richards, Layton & Finger, P.A. as its
Delaware counsel, and PricewaterhouseCoopers LLP as its financial
advisor.


RR DONNELLEY: Fitch Downgrades IDR to 'BB'; Outlook Still Negative
------------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to R.R. Donnelley &
Sons Company's (RRD) proposed senior secured bank credit facility
of up to $1.25 billion. Fitch has also downgraded RRD's Issuer
Default Rating (IDR) and senior unsecured notes and debentures to
'BB' from 'BB+'. The Rating Outlook remains Negative.

The new secured facility will replace the $1.75 billion unsecured
credit facility, which was due to expire in December 2013. While
the total facility has been reduced, Fitch notes that availability
under the $1.75 billion had been constrained by the bank agreement
leverage covenant. Fitch believes that the $1.25 billion secured
facility will provide sufficient liquidity to support operations
and investments. Terms of the proposed credit facility have not
been disclosed.

The notching on the secured credit facility reflects the benefit
from its security package and resulting priority in the capital
structure.

The ratings and Negative Outlook reflect the secular challenges
facing RRD. In Fitch's view, more than 50% of RRD's revenues face
some degree of secular headwinds (catalogs, magazines, books,
directories, variable, commercial and financial print). Fitch does
not believe certain sub-segments will exhibit positive organic
growth going forward.

Fitch believes RRD carries a high level of debt given the secular
challenges facing the company. As of June 30, 2012, RRD had total
debt of $3.8 billion. As with other issuers and segments with
uncertain business prospects, Fitch will weight secular issues,
organic growth and absolute levels of debt reduction more
prominently than backward looking leverage metrics. Based on
current expectations, Fitch believes that the company has the
financial flexibility to reduce debt levels; however, Fitch is
concerned that an acceleration in secular driven revenues declines
may impair that ability.

Fitch believes that the company's financial and management
strategies are appropriate and prudent for the current ratings.
Management has publicly stated its intentions to reduce absolute
levels of debt. Fitch calculates unadjusted gross leverage
(without adding back restructuring charges) at 3.2 times (x). Debt
reduction will need to be a primary use of free cash flow (FCF)
going forward in order to maintain current ratings. There is no
tolerance in the ratings for material share buy backs and/or
increases in the current dividend level.

RRD expects approximately $300 million in FCF (after dividends).
Fitch believes this is achievable. Fitch expects 2012 full year
revenues to be down in the low single digits, and EBITDA to remain
unchanged relative to 2011 EBITDA of $1.2 billion. Fitch's base
case model assumes that pressures in the Books and Directories
segment accelerate and revenues in this business line declines in
the mid-teens starting in 2013.

The ratings also reflect RRD's scale and diverse product offering
as the largest commercial printer in the U.S. and worldwide. The
U.S. commercial printing market size is approximately $140
billion. RRD is one of few well-capitalized competitors in this
highly fragmented and sizeable industry. The significant
addressable market share that RRD could capture from rivals may
provide some offset to secular pressures.

Liquidity:

Fitch calculates RRD's FCF (after dividends) for the last 12
months ended June 30, 2012 at $381 million. RRD's pension was $1
billion underfunded at the end of 2011. The company intends to
contribute $205 million to its various retirement funds, including
its pension, in 2012. The 2012 contribution is reflected in
Fitch's FCF expectations. The contributions reflect the passing of
the Moving Ahead for Progress in the 21st Century Act, which
provided pension funding relief.

As of June 30, 2012, the company held $369 million in cash ($338
million located outside of the U.S.) and had $325 million drawn
under its credit facility. RRD's next bond maturity is its $258
million 4.95% notes due in April 2014, $300 million 5.5% notes due
in May 2015 and its $350 million 8.6% notes due in August 2016.

What could trigger a rating action:

Negative: Sustained revenue declines in the low to mid-single
digits and/or heightened concerns regarding secular challenges
would likely result in a one notch rating downgrade.

Positive: Ratings may be stabilized if the company executes on its
intention to reduce absolute levels of debt and is able to
demonstrate organic revenue growth.


S&P CONVERYORS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Philly.com, citing the Legal Intelligencer, reports S&P Conveyors
Inc., in 168 E. Ridge Road, Nottingham, New Jersey, has filed for
Chapter 11 protection in the U.S. Bankruptcy Court for the
District of New Jersey.  The Company has yet to file its
schedules.


SAAB CARS: Court Orders Ally to Turn Over Loan Documents
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday ordered Ally Financial Inc. to begin
handing over documents to Saab Cars North America Inc.'s
creditors, who are trying to determine if the lender is paying
SCNA its fair share of $16.5 million raised from selling 900
vehicles that were collateral for a loan.

Two weeks ago, SCNA's official committee of unsecured creditors
moved to compel documents pertaining to Ally's $61 million
bankruptcy claim, which stems from SCNA's guarantee of a loan to
its bankrupt Swedish parent ? Saab Automobile, according to
Bankruptcy Law360.

                        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.


SECOND CHANCE: Reaches $3.6 Million Deal in FCA Suit
----------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Second Chance
Body Armor Inc. on Thursday, via a $3.6 million allowed claim,
settled out of a False Claims Act suit brought by a former
employee alleging the bankrupt manufacturer used defective Zylon
in bulletproof vests.

Bankruptcy Law360 relates that U.S. District Judge Richard W.
Roberts dismissed the claims against Second Chance corporate
entities after the parties told the court they had resolved their
allegations in the FCA suit through Second Chance's Chapter 11
proceedings in the Western District of Michigan.

                       About Second Chance

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactured wearable and soft
concealable body armor.  The Company filed for Chapter 11
protection (Bankr. W.D. Mich. Case No. 04-12515) on Oct. 17, 2004
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represented the Debtor.  Daniel F. Gosch, Esq., at
Dickinson Wright PLLC, represented the Official Committee of
Unsecured Creditors.  The Debtor's case converted to a Chapter
7 proceeding on Nov. 22, 2005.  James W. Boyd, Esq., serves as
the chapter 7 trustee and is represented by Ronald A. Schuknecht,
Esq., at Lewis Schuknecht & Keilitz PC.  When the Debtor filed
for protection from its creditors, it estimated assets and
liabilities of $10 million to $50 million.


SHAMROCK-HOSTMARK: Can Use Lender's Cash Collateral Until Oct. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized in a third interim order Shamrock-Hostmark Princeton
Hotel, LLC, to use cash collateral of General Electric Capital
Corporation (including any cash collateral relating to the Hotel's
room revenues and food and beverage revenues) through the earlier
of: (a) Oct. 31, 2012, or (b) the occurrence of the effective date
or consummation of a plan of reorganization, pursuant to a budget.

The authorization to use cash collateral may not be extended other
than on the express written consent of GE Capital or order of the
Court.

As adequate protection, the Debtor will continue operating the
Hotel and using cash collateral to pay operating expenses of the
Hotel.  GE reserves the right to seek additional adequate
protection at any time.

As additional adequate protection, GE is granted replacement liens
upon all of the currently owned or hereafter acquire property and
assets of Debtor and all proceeds, products, rents, and profits
generated.

A hearing to consider the Debtors' further use of cash collateral
is currently scheduled for Oct. 25, 2012, at 10:00 a.m.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC,
filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-
25860) on June 27, 2012.  William Gingrich signed the petition as
vice president-CFO, of Hostmark Hospitality Group.  The Debtor
estimated assets and debts of $10 million to $50 million.
Judge Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at PERKINS
COIE LLP, in Chicago, Illinois.


SHAMROCK-HOSTMARK: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Shamrock-Hostmark Princeton Hotel, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of Illinois its
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------               --------      -----------
  A. Real Property                        $0
  B. Personal Property              $522,413
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $14,962,376
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $76,050
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $419,386
                                    --------      -----------
        TOTAL                       $522,413      $15,457,812

A copy of the SAL is available at:

        http://bankrupt.com/misc/shamrock-hostmark.doc48.pdf

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC,
filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-
25860) on June 27, 2012.  William Gingrich signed the petition as
vice president-CFO, of Hostmark Hospitality Group.  The Debtor
estimated assets and debts of $10 million to $50 million.
Judge Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at PERKINS
COIE LLP, in Chicago, Illinois.


SHINER CHEMICALS: Bankruptcy Judge Closes Chapter 11 Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona closed the
Chapter 11 case of Shiner Warehouse, LLC.  The Court entered an
order dismissing the Debtor's case on July 13, 2012.

As reported in the Troubled Company Reporter on Dec. 28, 2011, the
Debtor asked that the Court dismiss the involuntary Chapter 11
petition filed against it by petitioners Aaron J. Valenzuela,
Sherri S. Parkin and Peter J. Workum who claim to be creditors of
the Debtor.

The Debtor contended there is a bona fide dispute as to liability
regarding Valenzuela and Parkin's claims.  The Debtor admitted
borrowing from Workum, but raises a bona fide dispute as to the
claim amount, and terms of repayment.  The Debtor further argued
that the petitioners' claims were brought in bad faith, and thus
the Debtor sought its reasonable attorney's fees and punitive
damages.

                     About Shiner Warehouse

Aaron J. Valenzuela, Sherri S. Parkin and Peter J. Workman filed
an involuntary Chapter 11 petition against Shiner Warehouse, LLC
(Bankr. D. Ariz. Case No. 11-28103) on Oct. 4, 2011.  Judge Sarah
Sharer Curley presides over the case.  Orlo D. Ison is the sole
member of the Debtor.

David Miles McGuire Gardner, PLLC and James M. McGuire, Esq.,
obtained permission from the U.S. Bankrupcy Court to withdraw as
counsel for the Debtor.


SOLYNDRA LLC: Plant Slated for Mid-November Bankruptcy Sale
-----------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Solyndra LLC Monday set a mid-November auction for its Fremont,
Calif., facility, a solar power equipment plant built with a $527
million loan from taxpayers.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOLYNDRA LLC: To Pay Part of $13 Million Ex-Landlord Claim
----------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Solyndra LLC has
agreed to pay a portion of a $13.2 million damages claim by the
former landlord of its Fremont, Calif., manufacturing facility,
which was shuttered when the company tumbled into bankruptcy,
according to court documents filed Thursday.

Bankruptcy Law360 relates that the defunct solar energy company
asked a Delaware federal judge to approve the agreement, which
gives Calaveras LLC two general unsecured rejection claims worth a
total of $13.2 million, representing damages from Solyndra's
rejection of the lease.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOUTHERN FOREST: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Southern Forest Land Inc. submitted to the U.S. Bankruptcy Court
for the Middle District of Alabama an amendment to its schedules
of assets and liabilities, specifically revising its list of
personal property assets.  The Company disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,203,650
  B. Personal Property              $117,019
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,589,795
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,410
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,794,466
                                 -----------      -----------
        TOTAL                    $13,320,669      $15,385,671


The Company in its original schedules disclosed $13,318,169 in
assets, including $114,519 in real property.

A copy of the SALs, as amended, is available at:

http://bankrupt.com/misc/southernforest.doc56.pdf

Troy, Alabama-based Southern Forest Land, Inc., filed for Chapter
11 bankruptcy (Bankr. M.D. Ala. Case No. 12-10464) on March 20,
2012, estimating $10 million to $50 million in both assets and
debts.

Judge William R. Sawyer presides over the case.  Collier H. Espy,
Jr., at Espy, Metcalf & Espy, P.C., serves as the Debtor's
counsel.  The petition was signed by Grable L. Ricks, III,
president.

The Bankruptcy Administrator for the Middle District of Alabama
said an official committee of unsecured creditors could not be
appointed in the case.


SOUTHERN GRAPHICS: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR") and B2 Probability of Default Rating ("PDR") to Southern
Graphics Inc. ("SGS"), a holding company that will own existing
rated entity SGS International, Inc, assigned B1 ratings to the
company's proposed senior secured credit facilities, and assigned
a Caa1 rating to its proposed senior unsecured notes. Proceeds are
expected to help finance Onex Corporation's $813 million (plus
customary fees and expenses) secondary leveraged buyout of SGS and
refinance existing debt. The rating outlook is stable.

The proposed transaction more than doubles funded debt to $575
million at closing from about $255 million reported on June 30,
2012. As a result, Moody's expects lease-adjusted financial
leverage to rise to the low 6 times Debt/EBITDA range from the low
3 times, and interest coverage to decline to the mid 1 times
(EBITDA-CapEx)/Interest level from 3 times in the current capital
structure. The deterioration in credit metrics is well in excess
of the tolerance built into the existing B1 CFR at SGS
International, Inc., including leverage above 4.5 times and
interest coverage below 2.5 times.

Assignments:

  Issuer: Southern Graphics Inc.

     Corporate Family Rating, Assigned B2

     Probability of Default Rating, Assigned B2

     $75 million Senior Secured Revolving Credit Facility due
     2017, Assigned B1 (LGD3 34%)

     $375 million Senior Secured Term Loan B due 2019, Assigned B1
     (LGD3 34%)

     $200 million Senior Unsecured Notes due 2020, Assigned Caa1
     (LGD5 87%)

     Outlook, Stable

RATING RATIONALE

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed transaction, which is expected to
close in the fourth quarter. The company's existing ratings at the
entity SGS International Inc. and ratings on its existing bonds
will be withdrawn at closing.

RATINGS RATIONALE

The B2 CFR is principally constrained by a highly leveraged
balance sheet and event risks that could limit improvement in
these metrics in the near-term. Financial leverage and interest
coverage are somewhat weak for the rating category, but offset by
a strong track record of stable earnings performance and Moody's
expectations for free cash flow-to-debt in the low-to-mid single
digit range. The rating incorporates tolerance for SGS to continue
to pursue an acquisition-based growth strategy within the highly-
fragmented graphic services market, as supported by expected
revolving credit capacity in excess of operating needs and minimal
financial maintenance covenants in the proposed credit agreement.
The rating also reflects concerns related to the company's small
scale, geographic concentration, product concentration, and
limited organic growth prospects. Notwithstanding these risks, the
rating anticipates relatively stable EBITDA generation through
economic cycles driven by the company's strong market position,
long-standing customer relationships with major consumer product
companies, and a variable cost structure. Good liquidity also
supports the rating, including an undrawn $75 million revolver.

The stable rating outlook anticipates continued stable operating
performance and good liquidity. Moody's could upgrade the ratings
with expectations for financial leverage sustained below 4.5
times, interest coverage sustained above 2.5 times, and free cash
flow sustained above 10% of debt, though the company's ability to
pursue shareholder returns or debt-funded acquisitions outside the
boundaries of these metrics would be taken into consideration in
the context of any positive action. Conversely, Moody's could
downgrade the ratings with expectations for financial leverage
above 6.5 times, deterioration in interest coverage toward 1.25
times, or free cash flow of less than 2% of debt. Deterioration in
liquidity, an accelerating pace or expanding size of debt-funded
acquisitions, or evidence of an increasingly competitive business
environment could also have negative rating implications.

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

Onex Corporation is acquiring Southern Graphics, Inc., a holding
company of SGS International, Inc., in a transaction expected to
close in the fourth quarter of 2012. Court Square Capital Partners
has owned SGS International since 2005 and will exit following the
completion of the transaction.

SGS International, Inc., headquartered in Louisville, Kentucky, is
a global leader in the digital imaging and communication industry,
offering design-to-print graphic services to the international
consumer products packaging market. The company offers a full
spectrum of digital solutions that streamline the capture,
management, execution and distribution of graphics information.
Customers in food and beverage end markets account for the
majority of sales, followed by customers in personal care,
household products, retail sectors. SGS generated approximately
$389 million of revenue in the twelve months ended June 30, 2012.


SP NEWSPRINT: Changes Company Name Following Sale of Assets
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware signed an agreed order dated Sept. 13,
2012, converting SP Newsprint Holdings LLC and its affiliates'
cases to cases under Chapter 7 of the Bankruptcy Code, in
accordance with the Sept. 7, sale order.

The agreed order provides for, among other things:

-- the U.S. Trustee will appoint a Chapter 7 trustee in the
   Debtors' cases;

-- the Debtors are deemed excused from complying with the
   requirements set forth in Bankruptcy Rule 1019(5)(A)(i) after
   the conversion because, among other things, the Debtors and
   purchaser SPN Acquisition Co, LLC in the assets purchase
   agreement and sale order have provided for the satisfaction of
   all claims that would have otherwise been listed on the
   schedule required under Bankruptcy Rule 1019(5)(A)(i);

-- the caption for the cases will changed as:

   1. SP Newsprint Holdings LLC to Holding Liquidating II LLC;

   2. SP Newsprint Co., LLC to Dublin Liquidation LLC;

   3. SP Recycling Corporation to Recycling Liquidation
      Corporation; and

   4. SEP Technologies, L.L.C. to Technologies Liquidation LLC.

A copy of the agreed order is available for free at
http://bankrupt.com/misc/SPNewsprint_caseconversion_order.pdf

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$318 million in assets and $323 million in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.

SP Newsprint Holdings completed the sale of the business on Sept.
10.  The Chapter 11 reorganization was converted three days later
to a liquidation in Chapter 7 where a trustee was appointed.

According to the report, no outside buyer was willing to compete
with secured lenders in purchasing the business and the bankruptcy
judge in Delaware approved a sale to the lenders on Sept. 7 under
a contract with a nominal value of $145 million, composed of some
of the secured debt plus about $30 million cash to pay off
financing for the Chapter 11 case and professional costs.


SPIRIT FINANCE: To Issue 3.1MM Common Shares Under Incentive Plan
-----------------------------------------------------------------
Spirit Realty Capital, Inc., formerly Spirit Finance Corp., filed
with the U.S. Securities and Exchange Commission a Form S-8
prospectus relating to the registration of 3.1 million shares of
common stock issuable under the Company's 2012 Incentive Award
Plan.  The proposed maximum aggregate offering price is
$46.7 million.  A copy of the prospectus is available for free at:
http://is.gd/vgYw5a

                        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."


ST. IGNACE, MI: Fitch Downgrades Rating on Tax Bonds to 'BB'
------------------------------------------------------------
Fitch Ratings downgrades and withdraws its rating on the following
outstanding St. Ignace, Michigan (the city) general obligation
(GO) bonds:

  -- $250,000 (Recreation Center Project) GO unlimited tax bonds
     series 1998 (matures 11/1/13) to 'BB' from 'BBB-'.

The Rating Outlook is Negative.

SECURITY
The bonds are secured by the city's full faith and credit and
unlimited taxing power.

KEY RATING DRIVERS

WEAK FINANCIAL PERFORMANCE: The downgrade to 'BB' from 'BBB-'
reflects the city's worse-than-expected financial performance in
2011 and continued draws on cash outside the general fund, further
pressuring the city's already distressed financial profile.  The
downgrade also reflects Fitch's opinion that financial monitoring
tools are weak leaving the city unable to present its interim
budget performance and liquidity position in a robust manner.

OUTLOOK CONSIDERATIONS: The city has made adjustments to its
revenue and expenditure profile over the past year.  However, the
Negative Outlook reflects Fitch's belief that recent adjustments
may not be sufficient to stabilize the city's financial position
and that further budget adjustments will be difficult for the city
to realize because of the city's limited revenue raising capacity
and challenges facing the city in implementing the draconian cuts
contemplated for the 2013 budget.

WITHDRAW FOR INFORMATION LIMITATIONS: Although the level of
ongoing information available is insufficient for Fitch to
continue to properly assess the city's credit quality, Fitch
believes that the 'BB' rating most accurately reflects the city's
current credit position based on the limited available
information.

SMALL, TOURISM-BASED ECONOMY: The city's location as the gateway
to the Upper Peninsula, with ferry service to Mackinac Island,
underpins the tourism-based economy. Wide swings in monthly
unemployment underscore the seasonal nature of the attractions.

ABOVE-AVERAGE DEBT BURDEN: Overall debt burden is elevated, at
6.3% of market value.  Payout for general fund debt is slow with
only 36% scheduled for retirement in 10 years.  Future borrowing
plans are modest.

CREDIT PROFILE

SMALL, TOURISM-BASED ECONOMY
St. Ignace is a relatively small city, with a year-round
population of 2,452, although officials report that the population
swells to approximately 30,000 during the summer months.  The city
benefits from its location on the north side of the Mackinac
Bridge, which connects the Lower and Upper Peninsulas in Michigan.
Proximity to Mackinac Island adds to the tourist allure.  Full
market value of the city's tax base is $183 million, down 18% from
its peak in 2007.

The seasonal nature of the economy is evident in the monthly
unemployment trends, which show below average rates May through
October, and well above average rates for the remaining months of
the year.  Year-over-year analysis shows little recessionary
impact on summer unemployment rates; winter rates ranged from
about 28% at the height of the downturn in winter, 2010, versus
roughly 22% in winter 2008.

Per capita income for year-round residents is 85% of the state and
79% of the U.S., reflecting the rural area, limited service-based
economy, high seasonal unemployment, and higher than average
proportion of retired residents.  The individual poverty rate is
approximately a third of the state's rate.

CONTINUED FISCAL CHALLENGES
After several years of challenged financial operations, the city's
general fund carried a scant unreserved general fund balance at
the end of 2010 of $62,660 or 3.3% of $1.7 million in general fund
spending.  The city's finances remain challenged with an operating
deficit in 2011 which was worse than projected.  The city was able
to boost its unrestricted general fund balance to 10% of spending
through a transfer in of approximately $260,000 from the city's
capital improvement trust capital project fund.  Without this
transfer, the city would have ended fiscal 2011 with a general
fund deficit.

For 2012, management reports having reduced expenditures by
approximately $120,000, including the elimination of two fulltime
positions and various operational savings, and raised revenue.
Fitch notes that the city raised its millage to its legal maximum,
reportedly generating approximately $72,000 in 2012 as well as
enacting a franchise fee believed to generate approximately
$25,000 annually.

The city is attempting to decrease the reliance of other funds on
the general fund by raising water and sewer fees and non-general
fund millages.  Management projects positive operations for 2012;
however, Fitch views these projections skeptically due to the
city's history of inconsistent financial operating and reporting
practices.

Management anticipates continued cost reductions in 2013, though
Fitch believes that various public safety adjustments may be
challenging for the city to realize.  The city anticipates
requesting a 2.0 mill public safety millage in May 2013,
representing approximately $150,000 annually or 7.5% of 2012
budgeted expenditures.  Fitch believes prospects for passage of
the new millage are uncertain, as voters have shown little support
in the past and most recently voted down a similar measure in
August 2011.

PRONOUNCED LIQUIDITY CONCERNS
Liquidity strain is evident in the depleted cash position of the
general fund, which at the end of 2011 reported a scant $12,000
(0.6% of 2011 spending or two days of operations).  Additionally,
the city tapped a substantial portion of its internally borrowable
resources in 2011 to prop up its general fund, depleting an
important source of the city's liquidity.

Management reports that current general fund cash balance is
approximately $343,000 (approximately 50 days of operations), the
high point in the city's annual cash flows.  The city reports an
additional cash balance of $215,000 in internal borrowable
resources.  Fitch believes that the information management has
provided may not represent the city's current cash position given
substantial adjustments that the city's auditor has made to the
city's financials in the past.  City audits include material
weaknesses in the areas of financial statement production,
material audit adjustments, and timely cash reconciliation.

Fitch notes a liability of 'checks issued in excess of cash' on
the balance sheet, amounting to $5,000 across governmental funds
in fiscal 2011, down from $50,000 in 2010.  Officials report the
purchase of new software to help them track cash flow as well as
the hiring of an accounting firm to aid in cash reconciliation.
The efficacy these measures may have is unknown. No cash flow
borrowing is planned.

ABOVE AVERAGE DEBT BURDEN
The city's debt burden is high at 6.9% of market value including
overlapping county and school debt.  Much of the city's debt is
enterprise-related, but sewer-related debt cannot be considered
entirely self-supporting due to reliance upon the general fund for
support.  Officials have implemented phased utility rate hikes,
which should improve the enterprise revenue stream and may relieve
pressure on the general fund.  Debt service represents an average
burden on the operating budget, claiming almost 12% of general,
debt service and special revenue fund spending in 2011. No further
borrowing is planned.

St. Ignace participates in the Municipal Employees Retirement
System of Michigan (MERS), which is a state-run agent multiple-
employer plan.  The city consistently funds its annual required
contribution (ARC), which represented 10.3% of operating fund
spending in fiscal 2011, and the plan was 72% funded as of year-
end 2010.  Using Fitch's more conservative 7% discount rate
assumption, funding drops to 65%.

Other post-employment benefits (OPEB) are funded on a pay-go
basis, with payments accounting for roughly 2.6% of spending. The
unfunded accrued liability is equivalent to a moderate 1.2% of
market value.  The city recently changed the levels of health care
provided to retirees, in an effort to limit its future OPEB
liability.


TELLICO LANDING: Chapter 11 Reorganization Case Dismissed
---------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee dismissed the Chapter 11 case of
Tellico Landing, LLC, upon the request of Robert T. Stooksbury,
Jr., on March 20, 2012.

Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe".  The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011.  The case has been assigned to Judge Marcia
Phillips Parsons.  Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represented the Debtor.  The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities.  The petition was signed by
Michael L. Ross, its chief manager.


THINKFILM LLC: Judge May Dismiss Bergstein's Law Firm Suit
----------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that a California state
court recently issued a tentative ruling that seeks to dismiss a
suit by film producer David Bergstein alleging law firms used his
longtime attorney to gather confidential information for Aramid
Entertainment Fund Ltd.'s litigation war against him, finding that
Mr. Bergstein's claims stemmed from the defendants' protected
conduct in litigation and bankruptcy proceedings.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TRIZETTO GROUP: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Denver-based health care information technology
(HCIT) provider TriZetto Group Inc. The outlook is stable.

"At the same time, we assigned our 'CCC+' issue-level rating and a
'6' recovery rating to the company's $150 million second-lien term
due 2019. The '6' recovery rating indicates our expectation of
negligible (0% to 10%) recovery in the event of payment default,"
S&P said.

"We also affirmed our 'B' issue-level rating on the company's
first-lien credit facilities comprising a $650 million term loan
due 2018 and a $85 million revolving credit facility due 2016. The
'3' recovery rating remains unchanged and indicates our
expectation for meaningful (50% to 70%) recovery in the event of
payment default," S&P said.

"The ratings on TriZetto reflect our expectation that the company
will maintain good revenue growth in fiscal 2012 and 2013 after
weak 2011 operating results, because of strong bookings and high
backlog in recent quarters," said Standard & Poor's credit analyst
Andrew Chang.

"We believe that the company will continue to have a 'highly
leveraged' financial risk profile, partly because of accreting
preferred stock which we view as debt. Standard & Poor's also
assesses the company's business risk profile as 'weak' and its
liquidity as 'adequate,'" S&P said.

"The stable rating outlook on TriZetto reflects our expectation
that the company will generate positive revenue and EBITDA growth
in the next 12 months, supported by a strong backlog and high
revenue visibility. The company's current leverage profile and an
acquisitive growth strategy limit a possible upgrade," S&P said.

"We believe the company's leverage profile will remain high
because of the accreting preferred stock, unless offset by a
meaningful EBITDA expansion. We would consider a lower rating if
revenue growth stagnates or EBITDA margin erodes meaningfully over
the next 12 months, such that leverage approaches 9x on a
sustained basis," S&P said.


UNIVERSAL HEALTH: S&P 'BB+' Rating Unaffected by Upsizing of Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on King of
Prussia, Penn.-based health care service provider Universal Health
Services Inc. is unaffected by the upsizing of the recently rated
term loan A-2. Universal increased the size of the term loan to
$900 million from the proposed amount of $500 million. The company
used all of the additional $400 million proceeds to repay
outstanding term loan B, resulting in no change in senior secured
debt outstanding. "Our rating on the loan is 'BB+', with a
recovery rating of '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of default," S&P
said.

"Our corporate credit rating on Universal is 'BB', and the rating
outlook is stable. Our assessment of the company's business risk
profile as 'fair' reflects the company's increasing market
presence and high margins in its rapidly growing inpatient
behavioral business, which somewhat eases the reimbursement risks
associated with its less profitable acute care business segment.
We consider the financial risk profile 'significant,' reflecting
our expectation that leverage will remain in the low-3x area, and
that the company will continue to follow a relatively modest
growth strategy. Universal is an owner and operator of acute care
hospitals, behavioral health hospitals, and ambulatory centers
nationwide and in Puerto Rico and the U.S. Virgin Islands," S&P
said.

RATINGS LIST

Ratings Affirmed

Universal Health Services Inc.
Corporate Credit Rating                         BB/Stable/--

New Ratings

Universal Health Services Inc.
Senior Secured
$900M term loan A-2 due 2016                    BB+
   Recovery Rating                               2


UNIVERSAL HEALTH: Fitch Puts 'BB+' Rating on New $900MM Term Loan
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Universal Health
Service, Inc.'s (UHS) new $900 million term loan A-2 due August
2016.  Fitch does not expect the incremental term loan to
materially affect credit metrics over the ratings horizon.
Absolute debt levels remain relatively unchanged.

The new term loan was issued in connection with an amendment to
the company's credit agreement originally signed in November 2010.
The amendment also extends the maturity date of the majority of
the revolver and the existing term loan A to August 2016 from
November 2015.  The proceeds of the new term loan were used to
repay a portion of the amounts outstanding under the company's
term loan B due November 2016 and revolver.

Fitch currently rates UHS as follows:

  -- Issuer Default Rating (IDR) 'BB';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB+';
  -- Senior unsecured notes 'BB-'.

The Rating Outlook is Stable.  The ratings apply to approximately
$3.5 billion of debt at June 30, 2012.

KEY RATING ISSUES

  -- Credit metrics have improved significantly since the November
     2010 Psychiatric Solutions, Inc. (PSI) acquisition.  Fitch
     expects debt leverage (total debt/EBITDA) to be sustained
     below 3.4x over the ratings horizon.

  -- Cash flows remain strong and liquidity is adequate.  Free
     cash flow (FCF; cash from operations less capital
     expenditures and dividends) in the range of $350 - $450
     million is expected in fiscal 2012 and 2013.

  -- Acute care volumes and pricing are under extreme pressure due
     to persistently high unemployment, particularly in UHS'
     largest markets.  Fitch expects UHS' acute care operations to
     remain particularly stressed through 2012 and into 2013.

  -- Higher profitability and a more stable revenue stream from
     UHS' behavioral health business have moderated the overall
     effects of the strained acute care business.  Fitch forecasts
     stable organic growth and modestly improving profitability
     for the behavioral health business over the ratings horizon.

  -- Much uncertainty remains regarding healthcare reform
     legislation, as well as both federal and state budget
     debates.  Governmental reimbursement is likely to continue to
     moderate no matter the outcome of these disputes.

GUIDELINES FOR FUTURE RATINGS ACTIONS

Maintenance of a 'BB' IDR will require debt leverage generally
maintained below 3.75x with strong and steady annual FCF in the
range of $300 - $400 million.  Fitch expects UHS' ratings to lag
improvements in credit metrics in the intermediate-term due to the
company's demonstrated willingness in 2010 to transform its credit
profile for an acquisition.  Furthermore, very weak acute care
volume and pricing trends, which Fitch expects to persist through
2012 and into 2013, may weigh on positive ratings momentum.

A positive rating action is not anticipated in the near term;
although one may be contemplated if Fitch expects debt leverage to
be maintained below 2.5x.  Steady and robust cash flows
accompanied by improved acute care volume and pricing metrics
would also be expected to support an upgrade to 'BB+'.

A negative rating action is anticipated only in the event of a
sizeable leveraging M&A or capital deployment transaction
resulting in debt leverage sustained at or above 3.75x.  Despite
the current pressures faced by the acute care business, Fitch does
not expect volumes or pricing to deteriorate to such a degree that
would precipitate a negative rating action in the near to
intermediate term.

MUCH IMPROVED CREDIT METRICS

Credit metrics have improved significantly since the time of the
Psychiatric Solutions, Inc. (PSI) acquisition in November 2010.
Fitch-calculated debt leverage (total debt/EBITDA) at June 30,
2012 was 2.85 times (x) compared to 3.6x on a pro forma basis
following the acquisition.  Fitch expects that debt leverage could
increase to approximately 3.2x at Dec. 31, 2012 due to the pending
acquisition of Ascend Health Corporation.

Fitch expects UHS to operate with debt leverage between 2.8x and
3.4x over the ratings horizon.  As a result, an ample cushion is
expected to be maintained under its credit agreement's financial
covenants.  The debt leverage covenant steps down to 4.5x at
Dec. 31, 2012 and 3.75x at Dec. 31, 2013.

STRONG CASH FLOWS, ADEQUATE LIQUIDITY

Cash flows remain strong, despite very pressured acute care
operations. Latest-12-month (LTM) FCF as of June 30, 2012 was
approximately $310 million.  Fitch anticipates that UHS will
produce robust FCF in the range of $350 - $450 million over the
ratings horizon.  Forecasted cash flows are sufficient to cover
capital spending requirements, which include costs incurred to
implement electronic health records systems, and UHS' modest
dividend.

UHS' liquidity profile is solid. At June 30, 2012, UHS had $33
million of cash and equivalents and $623 million of unused
capacity under its secured revolver due 2015.  The company also
maintains a $275 million accounts receivable securitization
facility, of which $45 million was available at June 30, 2012.
Debt maturities are modest over the next three years, and Fitch
believes UHS has the market access necessary to address term loan
maturities as they approach in 2015 and 2016.  Fitch estimates
UHS' debt maturities as follows: $301.5 million in 2013; $73
million in 2014; $1 billion in 2014; $1.8 billion in 2016; and
$274.4 million thereafter.

HISTORICALLY STRONG ACUTE CARE OPERATIONS UNDER SEVERE STRESS

UHS' historically strong acute care operations are under severe
pressure due to high unemployment and other macroeconomic forces.
Same-hospital (SH) admissions have declined for eight consecutive
quarters, mostly in-line with the broader industry.  Unlike most
urban markets, which have begun to show volume stabilization, UHS
markets continue to produce SH admissions declines in excess of
2%. SH admissions decline in second-quarter 2012 was 4.3%.  The
average SH admissions decline for all Fitch-rated hospital
operators was approximately 2.4% in the quarter.

Pricing metrics have been exceptionally poor as well. Unfavorable
payor mix shifts continue to plague UHS' largest markets and are
now washing out the benefits of strong commercial pricing reported
in the first half of 2011.  SH net revenues declined 2.2% in
second-quarter 2012.  Hospital volumes and payor mix shifts
typically lag broader macroeconomic developments by approximately
three or four quarters.  Consequently, Fitch anticipates weak
acute care results for the rest of 2012 and possibly until the
coverage expansion provisions of the ACA take effect in 2014.

BEHAVIORAL HEALTH BUSINESS PROVIDES DIVERSIFICATION, STABILITY

UHS' behavioral health business more than doubled in size
subsequent to the acquisition of PSI in 2010.  Although the
acquisition resulted in a credit profile transforming debt
increase, it affords UHS with increased business and revenue
diversification, as well as improved financial stability and
profitability.  Good organic growth in the mid-single digits and
moderately improving profit margins are expected over the ratings
horizon for UHS' behavioral health business.  The proposed
acquisition of Ascend is in-line with Fitch's expectations for M&A
and should contribute to incremental margin support in the near
and intermediate term.

HEALTHCARE REFORM NET POSITIVE, BUT STILL VERY UNCERTAIN

Despite the Supreme Court's ruling on the Patient Protection and
Affordable Care Act (ACA) in May, there remains much uncertainty
surrounding the ultimate outcome of healthcare reform.  Fitch
views the ACA as a net positive for UHS and its hospital operator
peers.  Beginning in 2014, Fitch expects the drop in uncompensated
care to contribute to an increase in absolute profit dollars.
However, the magnitude of such an increase is dependent upon many
factors.  Two of these factors are the proportion of the newly
insured covered under Medicaid versus the new insurance exchanges,
and the level of reimbursement hospitals will receive from
insurance plans in the exchanges.  Fitch anticipates that any
increase in profit dollars in 2014-2015 will nevertheless erode in
the years that follow due to increasingly constrained
reimbursement.


VALENCE TECHNOLOGY: Designates Steve Grimshaw as Consultant
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized Valence Technology, Inc., to employ virtualCFO, Inc.,
and designate Steve Grimshaw as Chapter 11 consultant to the
Debtor, nunc pro tunc to Aug. 17, 2012.

Mr. Grimshaw will assist the Debtor in its post-petition
restructuring efforts.

Specifically, Mr. Grimshaw will, among other things:

   (i) assist with due diligence and disclosure requirements for
       debtor-in-possession financing;

  (ii) assist in refinements to the Debtor's business plan,
       financial forecasts, and other expense reduction and
       restructuring initiatives; and

(iii) analyze, develop, and implement the Debtor's operational
       and financial restructuring plans.

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

The Debtor proposes to pay vCFO for the services of Mr. Grimshaw
at the hourly billing rate of $275.  At the Debtor's discretion,
that hourly rate is subject to adjustment following the first 30
days of the engagement, up to a maximum hourly rate of $300.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
5 creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.


VALENCE TECHNOLOGY: Committee Wants to Retain BPR as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Valence
Technology, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas for authorization to employ and retain Brinkman
Portillo Ronk, PC, as counsel to the Committee, effective as of
Sept. 4, 2012.

BPR will provide these services to the Committee:

  a) providing legal advice as necessary with respect to the
     Committee's powers and duties as an official committee;

  b) assisting the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtor,
     the operation of the Debtor's business, potential claims,
     and any other matters relevant to the case, to the sale of
     assets or to the formulation of a plan of reorganization;

  c) participating in the formulation of a Plan; and

  d) providing legal advise as necessary with respect to any
     disclosure statement and Plan filed in the Debtor's case and
     with respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     of a Plan.

The Committee believes that BPR does not represent or hold any
interest adverse to the Debtor, its estate, creditors, equity
security holders, or affiliates in the matters upon which BPR is
to be engaged, and is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code, and as required by Section 327(a)
of the Bankruptcy Code.

BPR's hourly rates are:

     Daren R. Brinkman, Partner          $575
     Laura J. Portillo, Partner          $495
     David H. Oken, Of Counsel           $485
     Kevin C. Ronk, Partner              $390
     Associate Attorneys                 $330
     Paralegals and Law Clerks           $175

There are not amounts due to BPR from the Debtor or any of the
Committee members on account of any prepetition services rendered.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
5 creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.


VALENCE TECHNOLOGY: Has Interim OK to Obtain $5-Mil. DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized Valence Technology, Inc., to obtain post-petition
financing of up to $5,000,000, on an interim basis, from GemCap
Lending I, LLC, on a senior secured, priming, superpriority
interim basis, and to use cash collateral, pursuant to an agreed
budget through Dec. 31, 2012.

The Debtor admits and stipulates that Berg & Berg Enterprises,
LLC, the prepetition lender, is the Debtor's primary senior
secured creditor and that as of the Petition Date, the aggregate
amount of $69.1 million plus fees and costs are owed under the
pre-petition loan documents, secured by all of the Debtor's
assets, including cash collateral.

As adequate protection of its interest in the collateral,
including cash collateral, the prepetition lender is granted
replacement liens in the collateral, subordinate only to the DIP
Lender Priming Liens and the carve-out (for allowed administrative
expenses and professional fees incurred by professionals or
professional firms retained by the Debtor, the official committee
of unsecured creditors and any other official committees).  As
additional adequate protection, the prepetition lender is granted
an administrative claim under Sections 503(b)(1), 507(a), and
507(b) of the Bankruptcy Code, subject only to the DIP lender
superpriority claim and the carve-out.

All obligations will be due and payable and all authority to use
the proceeds of the DIP loan documents and to use cash collateral
will cease on the date that is the earliest to occur of any of the
following: (i) Sept. 13, 2014; (ii) the occurrence of an event of
default; (iii) the failure of the Debtor to obtain the final DIP
order on or before Oct. 15, 2012; (iv) the date on which the
Bankruptcy Court confirms a plan of reorganization; or (v) the
entry of an order converting the Debtor's case to a case under
Chapter 7 of the Bankruptcy Code.

Any automatic stay otherwise applicable to the DIP Lender is
modified so that (i) after the occurrence of any DIP Order Event
of Default and (ii) upon 5 business days prior written notice of
such occurrence, the DIP Lender will be entitled to exercise its
rights and remedies in accordance with the DIP Loan Documents and
without further order of the Court.

The hearing to consider the motion of the Debtor for authorization
to obtain post-petition financing up to $10,000,000, on a final
basis, will be held on Oct. 11, 2012, at 1:30 p.m.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
5 creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.




VENTANA 20/20: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Ventana 20/20 LP files with the U.S. Bankruptcy Court for the
District of Arizona a list of its 20 largest unsecured creditors,
disclosing:

Name of Creditor              Nature of Claim     Amount of Claim
----------------              ---------------     ---------------
Noah Hahn                     Contract               $215,000
310-487-5335
Noah Hahn
3390 Valmont Road, Suite 1
Boulder CO 80301

Photaris Technology
  Solutions                   Vendor                  $89,040

HD Supply Facilities
   Maintenance                Vendor                   $3,939

Tucson Electric Power Co.     Vendor                   $1,202

Apartments For Rent           Vendor                     $845

Bolchalk Frey Marketing       Vendor                     $690

Wllmar                        Vendor                     $683

Automatlt, Inc.               Vendor                     $678

AZ Partsmaster                Vendor                     $563

Comcast Cable                 Vendor                     $563

IKON Financial Services       Vendor                     $514

AZ Daily Star                 Vendor                     $349

Acura Systems of Tucson Inc.  Vendor                     $214

RICOH USA, Inc.               Vendor                     $171

Dunn Edwards                  Vendor                     $157

CenturyLInk                   Vendor                     $133

HD Supply Facilities
Maintenance Ltd.              Vendor                     $101

                      About Ventana 20/20 LP

Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012.  The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.

John Murphy, as manager of the Debtor, signed the Chapter 11
petition.  Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies.  As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.

Bankruptcy Judge Eileen W. Hollowell oversees the case.  Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel.  Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.


VOX TOWER: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: Vox Tower, LLC
        c/o North Park Development, LLC
        Seattle, WA 98102-4314

Bankruptcy Case No.: 12-19629

Chapter 11 Petition Date: September 20, 2012

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

Judge: Karen A. Overstreet

Debtor's Counsel: Craig S. Sternberg, Esq.
                  STERNBERG THOMSON OKRENT & SCHER PLLC
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 386-5438
                  E-mail: craig@stoslaw.com

Scheduled Assets: $1,200,125

Scheduled Liabilities: $1,516,816

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/wawb12-19629.pdf

The petition was signed by Robert C. Brewster, Jr., manager.


WASHINGTON MUTUAL: Oregon Seeks $29 Million in Back Taxes
---------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Oregon
Department of Revenue demanded Thursday that Washington Mutual
Inc. pony up $29 million for back taxes, rejecting the holding
company's claim that it never did business in the state and that
the taxes are owed solely by its long-defunct banking affiliates.

In a brief filed in Delaware bankruptcy court, the state argues
that, as a savings and loan holding company, WMI's operations were
inseparable from those of its banking subsidiaries, led by
Washington Mutual Bank, according to Bankruptcy Law360.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WESTCLIFFE PROPERTY: Case Summary & 4 Unsecured Creditors
---------------------------------------------------------
Debtor: Westcliffe Property, LLC
        fdba Victoria Garden Ball Room, LLC
             1st Victoria Garden Ballroom, LLC
         aka Westcliffe Realty, LLC
             Vicsura Holdings, LLC
        601 James Ridge Road
        Bowie, MD 20721

Bankruptcy Case No.: 12-27229

Chapter 11 Petition Date:

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: David E. Rice

Debtor's Counsel: Adam M. Freiman, Esq.
                  SIRODY, FREIMAN & ASSOCIATES, P.C.
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744
                  E-mail: afreiman@sfflegal.com

Scheduled Assets: $2,049,032

Scheduled Liabilities: $2,068,965

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-27229.pdf

The petition was signed by Veronica Banwo, president.


WHITTON CORP: Affiliate South Tech's Bankruptcy Case Dismissed
--------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada dismissed the Chapter 11 case of South Tech
Simmons 3040C, LLC, a debtor-affiliate of Whitton Corporation.

The Debtor's sole income-producing asset -- real property located
at 3040 Simmons Street, North Las Vegas, Nevada -- was conveyed to
secured creditor First Memphis Company, LLC.

                     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.


WOLVERINE WORLD: Moody's Rates $375-Million Senior Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 5, 85%) rating to
Wolverine World Wide, Inc.'s proposed $375 million Senior Notes
due 2020 ("Senior Notes"). Moody's also affirmed Wolverine's Ba3
Corporate Family Rating as well as the Ba2 rating assigned to the
company's senior secured credit facilities. The rating outlook
remains stable and the company's Speculative Grade Liquidity
rating of SGL-2 is unchanged.

On May 1, 2012, Wolverine announced a definitive agreement to
acquire Collective Brands, Inc.'s ("Collective") Performance +
Lifestyle Group ("PLG"), whose major brands include Sperry Top-
Sider, Saucony, Keds and Stride Rite. The acquisition, which is
expected to close in Wolverine's fourth fiscal quarter, is
expected to be funded from a combination of cash and approximately
$1.28 billion of new debt.

The following rating was assigned:

$375 million Senior Notes due 2020 at B2 (LGD 5, 85%)

The following ratings were affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

$200 million senior secured Revolver at Ba2 (LGD3, 33%)

$550 million senior secured Term Loan A at Ba2 (LGD3, 33%)

$350 million senior secured Term Loan B at Ba2 (LGD3, 33%)

Speculative Grade Liquidity Rating of SGL-2

RATINGS RATIONALE

Wolverine's Ba3 rating reflects its meaningful scale in the
footwear and apparel industry (with pro forma combined revenue of
approximately $2.5 billion for the LTM period ending June, 2012),
as well as its diverse portfolio of sixteen brands (including
PLG's four major brands) that address a wide range of customers
and markets. Positive consideration is also given to Wolverine's
long history of managing global footwear brands and benefits of
scale that could be achieved through the combination of the
Wolverine and PLG businesses. While opening leverage is high (pro
forma debt/EBITDA (incorporating Moody's standard analytical
adjustments) is expected to be around 5x) Moody's expects the
Company to utilize its free cash flow to de-lever to the low 4x
range by the end of 2013.

The acquisition of PLG will provide additional scale to Wolverine,
and the addition of brands focused on women and children is
expected to broaden Wolverine's customer base. The acquisition of
the Stride Rite brand provides Wolverine with a sizeable retail
presence in the United States. PLG's brands should also benefit
from Wolverine's strong international distribution network.
Although Wolverine's has a track record of successful brand
acquisitions, this is the largest transaction in the Company's
history, nearly doubling its total revenues and integration risk
remains. While the Sperry Top-Sider and Saucony brands have been
performing well, Stride Rite has seen negative trends over the
past few years and is likely to remain a challenge as Wolverine
integrates the PLG business. The heritage Wolverine brands
generate low-teen operating margins, which is higher than those of
PLG, and it will take time before the combined Company's margins
reach Wolverine's current level of operating margin.

The rating outlook is stable. Wolverine has a strong
infrastructure to support its portfolio of footwear brands and
Moody's expects the Company will be able to successfully integrate
PLG over the next 12-18 months. Moody's also expects the Company
to be balanced in its financial policies, utilizing excess free
cash flow to reduce debt.

Over time ratings could be upgraded if Wolverine is able to
continue to grow its brands into multiple product categories and
markets while increasing margins to above 12%. Quantitatively
ratings could be upgraded if debt/EBITDA was sustained below
3.75x.

In view of Wolverine's high initial leverage, there is no capacity
for the Company to undertake additional debt financed acquisitions
or to return any significant cash to shareholders beyond current
dividend practices. If integration issues arise -- which would be
evident by margin erosion or increased SG&A as a percentage of
sales -- ratings could be downgraded. Quantitatively, ratings
could be downgraded if debt/EBITDA is expected to remain above 5x.

The B2 rating assigned to the Senior Notes reflects their
unsecured position and their junior ranking to a sizable amount of
secured debt in the company's capital structure

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectations that the Company will maintain a positive free cash
flow profile over the next year, but that it will require some
external funding to accommodate seasonal working capital needs. It
is also expected that cash will be utilized to address the
required annual amortization under the Term Loan A and Term Loan
B. Wolverine is expected to have access to a $200 million revolver
with a modest amount expected to be drawn at closing, providing
Wolverine with what Moody's believes to be ample capacity to cover
the Company's working capital needs. The Company is anticipated to
be subject to financial maintenance covenants, and Moody's expects
there will be sizable headroom under these financing covenants.

The principal methodology used in rating Wolverine 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.

Headquartered in Rockford, Michigan, Wolverine is a designer,
manufacturer and marketer of branded footwear and related apparel
and accessories. Wolverine's brands are distributed in over 190
countries and territories around the world. The Company's most
significant brands include Merrell, Wolverine, CAT Footwear and,
with the proposed acquisition of PLG, Sperry Top-Sider, Saucony
and Stride-Rite. Wolverine's pro forma combined revenue for the
LTM period ending June 2012 is approximately $2.5 billion.


WOLVERINE WORLD: S&P Rates $375MM Senior Unsecured Notes 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' preliminary
unsecured debt rating to Rockford, Mich.-based Wolverine World
Wide Inc.'s proposed $375 million senior unsecured notes due 2020.
"At the same time, we are assigning our preliminary '5' recovery
rating, reflecting our expectations of modest (10%-30%) recovery
for the lenders in case of a payment default," S&P said.

"We expect the company to use net proceeds from this debt issuance
to partially finance the pending roughly $1.23 billion acquisition
of the Performance and Lifestyle Group (PLG) business of
Collective Brands Inc. We expect the transaction to be completed
in October 2012; however, if the acquisition is not consummated as
expected, the company will redeem the notes raised under this
offering," S&P said.

"Our preliminary ratings on Wolverine, including the preliminary
'BB-' corporate credit rating, reflect our view that the company's
financial profile will be 'aggressive' following completion of the
PLG acquisition, when the company will have a high level of debt,
with pro forma debt-to-EBITDA leverage in excess of 4.5x. In
addition, we believe the company's financial policy is moderate,
given the pending debt-financed transaction; the company has
operated with very modest debt levels in recent years," S&P said.

"Our ratings further reflect our view of Wolverine's 'fair'
business risk, underpinned by the group's strong niche positions
in the U.S. footwear market, and the strength and growth potential
of most of its brands. The business risk assessment is constrained
by our view of the fragmented and competitive market in which
Wolverine operates, as well as by its limited geographic
diversification and narrow product offering," S&P said.

RATING LIST
Wolverine World Wide Inc.
Corporate credit rating          BB- (prelim)/Stable/--

Ratings Assigned
Wolverine World Wide Inc.
Senior unsecured
  $375 million notes due 2020     B+ (prelim)
    Recovery rating               5 (prelim)


ZBB ENERGY: Baker Tilly Raises Going Concern Doubt
--------------------------------------------------
Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin,
expressed substantial doubt about ZBB Energy Corporation's ability
to continue as a going concern, following its report on the
Company's financial position and results of operations for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has suffered recurring operating losses and has
an accumulated deficit of $69,053,909 as of June 30, 2012.

The Company reported a net loss of $13.9 million on $4.8 million
of revenues in fiscal 2012, compared with a net loss of
$8.4 million on $1.8 million of revenues in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $22.1 million
in total assets, $8.8 million in total liabilities, and
stockholders' equity of $13.3 million.

A copy of the Form 10-K is available at http://is.gd/KEWJau

Menomonee Falls, Wisconsin-based ZBB Energy Corporation develops
and manufactures distributed energy storage solutions and systems
based upon the Company's proprietary zinc bromide rechargeable
electrical energy storage technology and proprietary power
electronics systems.




* 8th Circ. Tosses $13MM Suit Over UnitedHealth Intermediary
------------------------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that the Eighth Circuit
on Friday affirmed a lower court ruling tossing a $13 million suit
against a division of UnitedHealth Group Inc. over missed payments
from a now-bankrupt intermediary, finding that UnitedHealth is not
liable because the subcontractor is not an agent of the health
carrier.

Bankruptcy Law360 relates that New Millennium Consulting Inc. and
Pacific Management Systems Inc. entered into supplier contracts
with vendor management company Consolidated Hiring Information
Management Efficiency System, known as Chimes, which was hired by
United HealthCare Services.


* 'Stripping Off' Under Water Lien Barred in Chapter 7
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Sept. 21 decision by U.S. District
Judge Arthur D. Spatt in Brooklyn, New York, a wholly unsecured,
subordinate mortgage can't be "stripped off" in Chapter 7.

The report relates that two cases went up on appeal from decisions
by U.S. Bankruptcy Judge Dorothy Eisenberg in Central Islip, New
York.  She ruled in both cases that a subordinate mortgage can be
treated as an entirely unsecured claim if the home is worth less
than the debt on the first mortgage.  Judge Spatt said Judge
Eisenberg's opinion "reflects in many ways the more logical
position, and the one that is supported by a large volume of legal
commentary."  He nonetheless felt compelled to rule the other way
by the U.S. Supreme Court's 1992 decision in Dewsnup v. Timm.

According to the report, Judge Spatt's ruling cuts off a strategy
homeowners were using on Long Island, New York, to keep their
homes.  In some situations, the homeowner could negotiate a loan-
modification agreement with the first-mortgage lender reducing the
debt on the senior mortgage.  If the bankruptcy court would
eliminate an underwater second mortgage, the homeowner could
retain the home without going through Chapter 13 and paying a
portion of creditors' claims.

The report notes that in Dewsnup, the Supreme Court ruled that a
partially secured first mortgage can't be reduced to the value of
the property.  In 1993, the Supreme Court ruled in In re Nobelman
that an underwater mortgage can be stripped off in Chapter 13
cases in view of Section 1332 of the Bankruptcy Code.  Judge Spatt
decided that a 2001 decision from the U.S. Court of Appeals in
Manhattan called In re Pond wasn't controlling.  Pond held that an
underwater secured claim can be stripped off in Chapter 13.

The Bloomberg report discloses that Judge Spatt said that a
"majority" of courts around the country don't allow lien stripping
of underwater subordinate mortgages.  He said that "nearly all"
bankruptcy judges in New York don't allow Chapter 7 lien
stripping.  He admitted that courts "almost uniformly" allow
subordinate lien stripping in Chapter 13.

The case is Wachovia Mortgage v. Smoot (In re Smoot), 11-06379,
U.S. District Court, Eastern District of New York (Brooklyn).


* Fifth Circuit Allows Narrow Bankrupt Homeowner Class
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans upheld the
certification of a narrowly-defined class in a lawsuit on behalf
of homeowners with confirmed Chapter 13 plans.  The class included
homeowners who were charged fees by Countrywide Home Loans Inc.
not approved by the bankruptcy court.

According to the report, in a required procedure referred to as
certifying a class, U.S. Bankruptcy Judge Marvin Isgur in Houston
allowed a lawsuit to go forward where the plaintiff would
represent 125 homeowners.  The class that Judge Isgur approved was
considerably narrower than the plaintiffs sought.  Among other
things, the approved class covered only homeowners who hadn't paid
Countrywide in full under their Chapter 13 plans.

The report relates that invoking a 2010 ruling from the 5th
Circuit in New Orleans in a case called Wilborn, Judge Isgur would
not approve a class to obtain money damages.  He did allow the
class lawsuit to proceed for a judgment enjoining Countrywide from
collecting fees not approved under Bankruptcy Rule 2016.

The Bloomberg report discloses that countrywide appealed to the
circuit court where Circuit Judge Stephen A. Higginson wrote the
opinion upholding approval of the class.  It was the first time
the 5th Circuit had approved certification of a class in a
bankruptcy-related case, Karen Kellett, the lead lawyer for the
plaintiffs, told Bloomberg News in an e-mailed statement.

The case is Countrywide Home Loans Inc. v. Rodriguez (In re
Rodriquez), 11-40056, U.S. 5th Circuit Court of Appeals (New
Orleans).


* Lawyer Sanctioned for Bad Faith in Claim Objections
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer in Dallas was sanctioned $500 for helping an
individual in Chapter 13 "to avoid payment of $147,400 in claims
that she had no reason to believe she did not owe."  An individual
with about $120,000 in annual income filed a Chapter 13 petition
in Sherman, Texas, promising to pay all creditors in full.  Her
lawyer, Gary Armstrong, objected to every credit card claim,
contending the creditors hadn't provided sufficient documentation.

According to the report, most of the creditors failed to respond.
U.S. Bankruptcy Judge Brenda T. Rhoades didn't uphold the
objections and instead imposed $500 sanction on the lawyer.  The
sanction was upheld on appeal by U.S. District Judge Ron Clark,
who said the sanction was a proper exercise of the bankruptcy
court's discretion.  Judge Clark said Judge Rhoades was correct in
imposing the sanction because the lawyer was "attempting to abuse
the bankruptcy process by discharging debts his client could not
in good faith challenge."  He quoted Judge Rhoades who said the
lawyer was "playing games" by seeking to disallow claims for lack
of sufficient documentation when the bankrupt herself had no
knowledge that the claim was improper.

The Bloomberg report discloses that Judge Clark ended the opinion
by saying there was "little doubt" that other courts "would have
imposed a far greater sanction."

The case is In re Armstrong (In re Davis), 11-722, U.S. District
Court, Eastern District of Texas (Sherman).


* Cohen & Grigsby Appoints C. Tillapaugh as Director of Recruiting
------------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, is pleased to disclose
that attorney Christie Tillapaugh has been appointed to director
of recruiting.  In this role, Atty. Tillapaugh will be responsible
for the strategic development of the firm's recruiting
initiatives.  In addition to overseeing the firm's efforts
targeting many of the nation's finest law schools, she will also
oversee the firm's summer associates program and integration of
new associates.

"We know that Atty. Christie will embrace her new role as director
of recruiting with the same enthusiasm that she brings to her
clients and practicing law," said Jack Elliott, president and CEO
of Cohen & Grigsby.  "We look forward to seeing her further
enhance the firm's ability to attract and retain talent."

Atty. Tillapaugh is a partner in the Business Services Group.  She
specializes in counseling public and private companies with
respect to corporate matters, corporate governance matters,
securities law compliance and transactional matters, including
lending work on behalf of financial institutions.

Atty. Tillapaugh replaces Barbara Scheib who held the director of
recruiting role for four years.  Ms. Scheib is a partner at the
firm and focuses her practice on litigation and will remain an
integral part of the firm's leadership.

Prior to being named director of recruiting, Atty. Tillapaugh
served as associate development director.  In this role, she
assisted the firm in identifying goals and priorities for the
firm's associates.  Mr. Michael Dougherty, a partner and member of
the firm's Business Group, is assuming the role of associate
development director.

                      About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. and its attorneys have provided
sound legal advice and solutions to clients that seek to maximize
their potential in a constantly changing global marketplace.
Comprised of more than 130 lawyers, Cohen & Grigsby maintains
offices in Pittsburgh, PA and Naples, FL.  The firm's practice
areas include Business & Tax, Labor & Employment,
Immigration/International Business, Real Estate & Public Finance,
Litigation, Estates & Trust, Intellectual Property, Bankruptcy &
Creditors Rights, and Public Affairs.

Cohen & Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Sept. 19-20, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      38th Annual Lawrence P. King and Charles Seligson
      Workshop on Bankruptcy & Business Reorganizations
         New York University School of Law, New York, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 4, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts: Bankruptcy Fundamentals for
      Young and New Practitioners
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      32nd Annual Midwestern Bankruptcy Institute & Consumer Forum
         Kansas City Marriott Downtown, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 5, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2012: Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      5th Annual Chicago Consumer Bankruptcy Conference
         University of Chicago Gleacher Center, Chicago, Ill.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 18, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency & Restructuring Symposium
         Parco dei Principi Grand Hotel & Spa, Rome, Italy
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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 ***