TCR_Public/120928.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 28, 2012, Vol. 16, No. 270

                            Headlines

1617 WESTCLIFF: Chapter 11 Status Hearing on Wednesday
1220 SOUTH OCEAN: Seeks Court Okay to Hire Rappaport as Counsel
1220 SOUTH OCEAN: Initial Status Conference on Oct. 4
1555 WABASH: Has Access to Cash Collateral Until Sept. 30
1701 COMMERCE: Seeks Judge OK on $55 Million Hotel Sale

ABDIANA A LLC: Files for Chapter 11 in Kansas City
ADVANCED COMPUTER: Seeks to Use Banco Bilbao Cash Collateral
AIRBORNE ACQUISITION: Moody's Assigns 'B2' Corp. Family Rating
ALLEN FAMILY: Plan Filing Deadline Extended to Nov. 29
ALT HOTEL: Fails to Advance Claim Over Discounted Sale of Debt

AMERICAN AIRLINES: Senior Pilots Seek Stay on Appeal
ARCAPITA BANK: Aims to Finalize Sharia Financing from Silver Point
ARCAPITA BANK: Seeks Final Exclusive Extension; Plan Near
ARCAPITA BANK: Asks Court's OK for $150-Mil DIP Financing
AS SEEN ON TV: Receives $1.3 Million from Sales of Securities

ASHLAND UNIVERSITY: Moody's Extends Review  on 'Ba3' Bond Rating
ATLAS PIPELINE: Moody's Affirms B1 CFR; Raises Note Rating to B2
AUTO SPORTS: Receivers to Auction Off Assets
BEALL CORPORATION: Case Summary & 20 Largest Unsecured Creditors
BHFS I LLC: Can Access Cash Collateral of BofA Until Jan. 31

BHFS I LLC: BofA Objects to First Motion to Extend Exclusivity
BIOFUEL ENERGY: Idling Minnesota Plant, Operating Nebraska Plant
BION ENVIRONMENTAL: GHP Horwath Raises Going Concern Doubt
BION ENVIRONMENTAL: Incurs $7.3 Million Net Loss in Fiscal 2012
BIRMINGHAM-JEFFERSON CIVIC: S&P Ups Rating on 2002C Bonds From 'B'

BIRMINGHAM-JEFFERSON CIVIC: S&P Ups Rating on 2005A Bonds From 'B'
BRAND ENERGY: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
BRIER CREEK: Exclusive Plan Filing Period Extended to Dec. 4
CAREY LIMOUSINE: Files for Chapter 11 in Delaware
CENTERPLATE INC: Moody's Assigns 'B3' Corp. Family Rating

CGGVERITAS SERVICES: Moody's Reviews Ratings for Downgrade
CHRYSLER LLC: Fiat Sues VEBA Trust Over Call Option
CHRYSLER LLC: Old Creditors Ask 2nd Circ. to Revive Daimler Suit
CHRYSLER LLC: 6th Circ. Nixes Most of Former Execs' Benefits Suit
CIRCUS AND ELDORADO: Wants Exclusivity Extended to Jan. 14

CLAIRE'S STORES: Closes Offering of $625 Million Senior Notes
CLIFFORD JOESEPH WOERNER: Court Denies Objection to Exemptions
CONTEC HOLDINGS: Has Loan Approval; Prepack Plan Hearing on Oct. 4
CORMEDIX INC: Gets Extension to Regain Compliance
CORDILLERA GOLF: Reaches Settlement With Lender and Members

COTT CORP: S&P Lifts Corp. Credit Rating to 'B+' on Profitability
CPI CORP: Unit to Sell Real Estate to Worldwide Ventures
DCB FINANCIAL: Files Amendment No. 4 to Form S-1 Prospectus
DIGITAL DOMAIN: Williams, Blaise Bid for Rights on "Tembo" Film
DIGITAL DOMAIN: Brower Piven Starts Investors' Class Suit

DIGITAL DOMAIN: Sale Order Presented for Judge's Signature
DUNE ENERGY: Inks Employment Agreements with Two Executives
ELPIDA MEMORY: Bondholders Fight for Court Liaison Appointment
EMISPHERE TECHNOLOGIES: Defaults on $31.1MM Notes Due MHR Fund
ESSAR STEEL: S&P Affirms 'CCC+' Corporate Credit Rating

FENTURA FINANCIAL: Files Form 15, Halts Filing of Reports
FIELD FAMILY: Files List of 20 Largest Unsecured Creditors
FIELD FAMILY: Hiring Dilworth Paxson as Bankruptcy Counsel
FIRST NIAGARA: Current Capital Position Cues Fitch to Cut Ratings
FISHER ISLAND: Stipulates to Hogan Lovells as Bankruptcy Counsel

FISHER ISLAND: Petitioning Creditors Ask Court to Dismiss Cases
FTMI REAL ESTATE: Emeritus to Lead Auction; Shefaor Quits
FTMI REAL ESTATE: U.S. Trustee Appoints Patient Care Ombudsman
GENE CHARLES: Court OKs Mazur Kraemer as Local Counsel
GHC NY CORP: Romanoff Company Files for Chapter 11 in Manhattan

GLOBAL AVIATION: Seeks Court OK for CBA Amendment
GOE LIMA: Clawback Lawsuit Against Lippincott Goes to Trial
GRATON ECONOMIC: S&P Gives 'B' Issuer Credit Rating
GRAY TELEVISION: Senior Notes Offering Increased to $300 Million
HERITAGE CONSOLIDATED: Has Use to Cash Collateral Until Sept. 30

HOVNANIAN ENTERPRISES: Signs Underwriting Pact with J.P. Morgan
IFINIX FUTURES: CFTC Wants Brokerage Banned From Trading
IPREO HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
J T THOMPSON: Lawyer Won't Get Paid for Violating Disclosure Rules
JOHN BECK: Files for Bankruptcy After $479-Million Fine

LAUSELL INC: Amends Schedules of Assets and Liabilities
LAUSELL INC: Hires Charles A. Cuprill as Attorney
LEVEL 3 COMMUNICATIONS: S&P Rates $1.2 Billion Term Loan 'B+'
LIFEPOINT HOSPITALS: Moody's Raises Corp. Family Rating to 'Ba2'
LIQUIDMETAL TECHNOLOGIES: To Issue 30-Mil. Shares Under Plan

LYB FINANCE: S&P Rates $300MM Sr. Unsecured Notes 'BB+'
LYTHGOE PROPERTIES: Court Denies Bid to Amend Confirmed Plan
MEDFORD VILLAGE: Files Schedules of Assets and Liabilities
MEDFORD VILLAGE: Court OKs Maschmeyer Karalis as Attorney
MEDIA GENERAL: Issues 4.6 Million Class A Shares to Berkshire

MICHAELS STORES: Inks $200MM Purchase Pact with Deutsche, et al.
MOTORSPORT RANCH: Section 341(a) Meeting Scheduled for Oct. 2
MOTORSPORT RANCH: Can Employ J. Craig Cowgill as Counsel
MSR RESORT: Wins Court Approval for $1.5BB Stalking Horse Deal
MUNDY RANCH: Files Schedules of Assets and Liabilities

MUNDY RANCH: Court Approves George Dave Giddens as Attorney
NALLS DEVELOPMENT: Can Employ Richard Rosenbltt as Counsel
NECKERMANN.DE GMBH: To Close Down in Line With Insolvency Law
NORTHERN MARIANA: Moody's Confirms 'B2' Rating on G.O. Bonds
NORTHERN PLAINS: Placed Into Liquidation in South Dakota

PDC ENERGY: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes
PDC ENERGY: S&P Gives 'B-' Rating on $400MM Sr. Unsecured Notes
PLAINS EXPLORATION: S&P Rates $5-Bil. Credit Facilities 'BB'
PORTER BANCORP: John Davis Named Chief Credit Officer of PBI Bank
PTC ALLIANCE: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

QUINCY MEDICAL: Buyer Liable to Severance Claims
RADIOSHACK CORP: James Gooch to Step Down as CEO
RANCHO HOUSING: Exclusive Plan Filing Period Extended to Nov. 27
RG STEEL: Asks Court to Preserve Critical Access to Cash
RITZ CAMERA: Boater's World Mark Sold for $140,000

ROCK POINTE: Court OKs Ken Gates as Committee Attorney
ROCKLIN ACADEMIES: S&P Affirms 'BB+' Rating on 2 Bond Series
RYERSON HOLDING: S&P Affirms 'B-' Corporate Credit Rating
RYERSON INC: Moody's Rates $600-Mil. Sr. Secured Notes 'Caa2'
SAVERS INC: Moody's Assigns 'Ba3' Rating to $790MM Secured Loans

SENECA GAMING: Panel Appointment No Impact on Moody's Ratings
SIERRA NEGRA: Files Schedules of Assets and Liabilities
SIERRA NEGRA: Taps Gordon Silver as Bankruptcy Counsel
SOLYNDRA LLC: Given OK to Auction Fremont Plant for at Least $90MM
SOUTH LAKES DAIRY: Sec. 341 Creditors' Meeting Set for Oct. 2

SOUTH LAKES DAIRY: U.S. Trustee Appoints 5-Member Creditors' Panel
STANADYNE CORP: UTC Executive Named Chief Operating Officer
SUSAN BENSON: Court Confirms Funeral Parlor's Amended Plan
TEXAS RANGERS: Raine Advisors Granted $2.5 Million in Fees
TRI-VALLEY: Opus Equity Panel Opposes New Loan

TRITON CONTAINER: S&P Says 'BB+' CCR Reflects Stable Earnings
TRIZETTO GROUP: Moody's Cuts CFR to 'B2'; Rates Term Loan 'Caa1'
UNIGENE LABORATORIES: Gets $4MM Loan, Waivers from Victory Park
UNIVAR INC: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
UROLOGIX INC: Had $4.7-Mil. Net Loss in Fiscal Year Ended June 30

VHGI HOLDINGS: Michael Fasci Appointed Chief Financial Officer
VHGI HOLDINGS: Issues $2.5MM Notes to CEO, Largest Stockholder
VIKING SYSTEMS: Three Directors Resign from Board
VITAMIN SHOPPE: S&P Raises CCR to 'BB' on Sustained Improvement
VITRO SAB: Claims Bondholders Revealed Restructuring Secrets

WALL STREET SYSTEMS: Moody's Rates New Secured 2nd Lien Debt Caa1
WALL STREET SYSTEMS: S&P Affirms 'B' Corp. Credit Rating

* Moody's Says Number of Lower-Rated Cos. Unchanged Since May
* North-Am Telco High-Yield Bonds Offer Above Average Protection

* Judge Edith Jones Stepping Down as Fifth Circuit Chief Judge

* Hunton & Williams Gets Turnaround Management Award

* BOOK REVIEW: Performance Evaluation of Hedge Funds

                            *********

1617 WESTCLIFF: Chapter 11 Status Hearing on Wednesday
------------------------------------------------------
The Bankruptcy Court will hold a Status Conference hearing in the
Chapter 11 case of 1617 Westcliff, LLC, on Oct. 3, 2012, at 9:00
a.m. in Courtroom 6C located at 411 West Fourth Street, in Santa
Ana.

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012 in Santa
Ana.  The Debtor estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million.  Gary Rettig,
president of Rettig Portfolio, Inc., signed the Chapter 11
petition.

Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


1220 SOUTH OCEAN: Seeks Court Okay to Hire Rappaport as Counsel
---------------------------------------------------------------
1220 South Ocean Boulevard LLC, seeks formal Court approval of
Kenneth S. Rappaport, Esq., and the law firm of Rappaport Osborne
& Rappaport, PL to represent the Debtor in the case, nunc pro tunc
to Sept. 21.

The Debtor will look to Rappaport to, among other things,
represent the Debtor in negotiation with its creditors in the
preparation of a plan.

Mr. Rappaport, Esq., attests that his firm is disinterested as
required by 11 U.S.C. Sec. 327(a).

                 About 1220 South Ocean Boulevard

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.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., in Boca Raton, Florida, serves as counsel to the Debtor.


1220 SOUTH OCEAN: Initial Status Conference on Oct. 4
-----------------------------------------------------
The Bankruptcy Court in West Palm Beach, Fla., has scheduled an
Initial Chapter 11 Status Conference in the Chapter 11 case of
1220 South Ocean Boulevard LLC for Oct. 4, 2012, at 1:30 p.m. at
1515 N Flagler Dr Room 801 Courtroom B, in West Palm Beach.

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.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., in Boca Raton, Florida, serves as counsel to the Debtor.


1555 WABASH: Has Access to Cash Collateral Until Sept. 30
---------------------------------------------------------
Bankruptcy Judge Jacqueline Cox entered a fifth interim order
allowing 1555 Wabash LLC to access cash collateral of AMT CADC
Venture LLC and Weyerhauser Realty Investors until Sept. 30, 2012.

In return for the Debtor's interim use of cash collateral, the
Lenders are granted adequate protection for their purported
secured interests.  The Debtor will, among other things, maintain
and pay premiums for insurance to cover all of its assets from
fire, theft and water damage; and maintain sufficient cash
reserves for the payment of postpetition real estate taxes when
these taxes become due and payable.  The senior lender, AMT CADC,
will be granted a priority claim and valid, perfected, enforceable
security interests in and to the Debtor's postpetition assets, to
the extent of any diminution in the value of the assets during the
period from the commencement of the Debtor's Chapter 11 case
through the next hearing on the cash collateral use.

Another cash collateral hearing was scheduled for Sept. 19.

                         About 1555 Wabash

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp., sole member and manager of the Debtor.


1701 COMMERCE: Seeks Judge OK on $55 Million Hotel Sale
-------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that a subsidiary of
Vestin Originations Inc. asked a Texas bankruptcy judge Tuesday to
approve a $55 million sale agreement for its Sheraton-branded
hotel in Fort Worth to a subsidiary of Dallas-based Prism Hotels &
Resorts.  The Sheraton Hotel and Spa, owned by Vestin unit 1701
Commerce LLC, filed for Chapter 11 bankruptcy in March, fending
off a possible foreclosure.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also operates a Shula's steakhouse at
the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


ABDIANA A LLC: Files for Chapter 11 in Kansas City
---------------------------------------------------
Abdiana A, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D.Mo. Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and liabilities.

Abdiana has filed an application to employ McDowell Rice Smith &
Buchanan, P.C., as counsel.  The hourly rates currently charged by
MRS&B are:

           Shareholder    $175 to $495
           Associates     $140 to $190
           Paralegals      $70 to $100

The Debtor said MRS&B does not hold or represent any interests
adverse to the bankruptcy estate is a "disinterested person"
within the meaning of 11 U.S.C. Sec. 101(14).


ADVANCED COMPUTER: Seeks to Use Banco Bilbao Cash Collateral
------------------------------------------------------------
Advanced Computer Technology, Inc., has filed an emergency motion
for leave to use Banco Bilbao Vizcaya Argentaria's cash Collateral
arising from Debtor's accounts receivable as well as the $262,308
on deposit with the Court of First Instance in Civil Number
KCD2004-0604(603), in order to be able to continue its operations.

The Debtor's total outstanding amount of principal owed on the
Credit Agreement with BBVA is $412,500.

According to papers filed with the Bankruptcy Court, BBVA is
adequately protected considering BBVA's excess collateral, the
pertinent portion of which is well maintained and in excellent
condition, with the insurance thereon being current.

BBVA will be receiving replacement liens in the generated accounts
receivable that will compensate or exceed those to be used.  On a
monthly basis, the Debtor will submit a report to BBVA as to the
accounts receivable collected and generated during the preceding
month and will pay BBVA $2,000 per month until the full payment of
the Debtor's debt to BBVA.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Debtor's only shareholder is Investigacion Y Programas, S.A.
("IPSA").  Debtor's president is Jaime Romano and its secretary
and chief executive officer is Osvaldo Karuzic, none of whom hold
any shares in Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


AIRBORNE ACQUISITION: Moody's Assigns 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned Airborne Acquisition, Inc.
first-time Corporate Family and Probability of Default Ratings of
B2. Concurrently, Moody's assigned a B2 rating to the company's
proposed $155 million of senior secured bank credit facilities.
The ratings outlook is stable.

Proceeds from the proposed transaction are expected to be used to
fund a $49 million dividend to shareholders, refinance all of the
company's existing bank debt and pay related transaction fees and
expenses. The B2 rating assigned to the proposed senior secured
facilities reflects the preponderance of the proposed debt
relative to the company's total debt capitalization. Moody's
expects that the facilities will be guaranteed by the company's
parent, Airborne Holdings, Inc. and Airborne's existing and future
wholly-owned domestic subsidiaries.

The following ratings/assessments have been assigned subject to
review of final documentation:

Corporate family rating, assigned B2

Probability of default rating, assigned B2

Proposed $25 million first lien revolver due 2017, assigned B2
(LGD-4, 50%)

Proposed $130 million first lien term loan due 2017, assigned B2
(LGD-4, 50%)

Ratings Rationale

The B2 Corporate Family Rating broadly reflects Airborne's small
revenue scale and aggressive dividend policies, concerns that are
particularly acute during the current and coming period of
heightened uncertainty with respect to future military spending in
the U.S. and the U.K., where the company generates roughly three
quarters of its sales. The ratings also reflect the size of the
company's proposed $49 million dividend that translates into
roughly twice the company's free cash flow generation and a third
of its revenue base, and is additive to the $40 million dividend
of less than one year ago, demonstrating a clear prediliction to
aggressive fiscal policies in favor of shareholders. These factors
are counterbalanced by the high likelihood of ongoing long-term
U.S. military and foreign military demand for Airborne's
technologically advanced parachute systems and related products,
the prime position the company holds on the majority of its
contracts, and its high win rate. Pro forma debt/EBITDA at close
of the transaction is expected approximate 4.2x on a Moody's-
adjusted basis. Leverage and interest coverage metrics are
expected to be line with the B2 rating level over the intermediate
term.

The stable outlook is supported by a good liquidity profile and
revenue visibility provided by the company's funded backlog,
partially offsetting more near-term defense budget pressure
concerns.

A ratings increase is considered unlikely over the intermediate
term given the uncertain defense spending environment, the
company's recent dividend policies and relatively small revenue
scale. Upward rating movement would depend on the expectation that
Airborne would meaningfully increase its revenue base, maintain a
good liquidity profile and lower debt/EBITDA towards 3.5x or
better on a sustained basis.

The ratings could be lowered if the company's liquidity profile
were to weaken, or if it were to do an additional debt-financed
dividend and debt/EBITDA were to reach and be sustained above
5.0x.

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

Airborne Holdings, Inc. ("Airborne"), headquartered in Pennsauken,
New Jersey, designs and manufactures parachute systems and related
products. The company is a leading provider to the military
parachute markets in the United States, United Kingdom and Canada.
The company also sells its products to other NATO militaries,
other foreign countries and NASA. Revenues for the 2012 fiscal
year approximated $160 million.

Airborne Acquisition, Inc. is a wholly-owned subsidiary of
Airborne Holdings, Inc., the vehicle majority owned by Metalmark
Capital, created to effect the acquisition of Airborne Systems in
January 2010.


ALLEN FAMILY: Plan Filing Deadline Extended to Nov. 29
------------------------------------------------------
Bankruptcy Judge Kevin J. Carey has approved Allen Family Foods
Inc.'s motion for an extension of its exclusive right to file a
chapter 11 plan through Nov. 29, 2012, and its exclusive right to
solicit acceptances of that plan through Jan. 29, 2013.  This is
the Debtor's third request for extension.

Allen Family Foods Inc. is a 92-year-old Seaford, Delaware,
poultry company.  Allen Family Foods and two affiliates, Allen's
Hatchery Inc. and JCR Enterprises Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 11-11764) on
June 9, 2011.  Allen estimated assets and liabilities between
$50 million and $100 million in its petition.

Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors.  FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases.  Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee.  J.H.
Cohn LLP serves as the Committee's financial advisor.


ALT HOTEL: Fails to Advance Claim Over Discounted Sale of Debt
--------------------------------------------------------------
Bankruptcy Judge A. Benjamin Goldgar dismissed ALT Hotel LLC's
claim for unjust enrichment against DiamondRock Allerton Owner,
LLC.  ALT Hotel has argued that DiamondRock acquired the Debtor's
mortgage loan from Wells Fargo at an $8 million discount, paying
$61 million for a loan with a face amount of $69 million.  Because
of the discount, the Debtor alleged, DiamondRock has "greater
leverage over the Debtor" in any litigation about the hotel.  The
Debtor also argued the discount gave the false impression that the
hotel was worth less than the principal amounts of the mortgage
loan and the mezzanine loan combined.  The Debtor asked the Court
to reduce DiamondRock's claim by the $8 million.

Judge Goldgar, however, said the $8 million was not something the
Debtor gave up.  If anything, Wells Fargo gave it up, since Wells
Fargo was the one to whom the loan was owed and who granted the
discount.  The Debtor failed to allege that it transferred
something of value to DiamondRock.

The ruling is among those the judge dispensed in a Sept. 25, 2012
Memorandum Opinion available at http://is.gd/Ka7PkQfrom
Leagle.com.  Judge Goldgar also denied a request to consolidate
these adversary proceedings:

     (a) ALT Hotel LLC, et al. v. DiamondRock Allerton Owner, LLC,
No. 11 A 1469, an action brought by the debtor and its parent
against the debtor's senior secured creditor.  Pending in the ALT
Hotel adversary proceeding is the defendant's motion to dismiss
all counts of the third amended complaint for failure to state a
claim.

     (b) Hotel Allerton Mezz, LLC v. Wells Fargo Bank, N.A., et
al., No. 11 A 1651, which involves claims originally brought in an
Illinois state court foreclosure action, removed to the bankruptcy
court, and consolidated into a single amended complaint.  Pending
in the Hotel Allerton Mezz adversary proceeding is the court's
suggestion that it lacks subject matter jurisdiction as well as
the plaintiff's motion to consolidate the adversary proceeding
with the ALT Hotel adversary proceeding.

Judge Goldgar granted, in part, and denied, in part, the motion to
dismiss the third amended complaint in the ALT Hotel adversary
proceeding.  Specifically, the Court denied the request to dismiss
the claim for breach of a mortgage loan agreement.  As to the
other claims, the motion to dismiss is granted.

Judge Goldgar remanded the Hotel Mezz adversary proceeding to the
Circuit Court of Cook County, Illinois, for lack of jurisdiction.

                          Bankruptcy Plan

The Bankruptcy Court has continued until Oct. 29 to Nov. 2, 2012,
at 1:30 p.m., the hearings to consider ALT Hotel's First Amended
Plan of Reorganization dated July 9, 2012.  Under the Plan,
secured lender DiamondRock Allerton Owner, LLC will retain its
security interests in the property of the Debtor, and the new
principal balance will be hiked to $66.8 million (to include the
DIP loan) and will bear interest of 4.86%, which interest will be
payable for a period of 60 months. On the effective date of the
Plan, the guaranty litigation commenced by DiamondRock will be
dismissed without prejudice.

Each holder of an allowed general unsecured claim will receive 50%
of the amount of the claim on the Effective Date and 50% of the
balance of the holder's Claim, together with interest computed at
the rate of 5% per annum, 180 days after the Effective Date.

Hotel Allerton Mezz, as sole holder of an interest in the Debtor,
will have its deficiency claim accrue interest at the rate of 7%
per annum commencing upon the Effective Date.  It will receive a
payment equal to the amount of excess cash flow, if any, which
will be applied first to accrued and unpaid interest and second to
principal, until the allowed deficiency claim, together with all
interest that has accrued thereon, has been paid in full.

Hotel Allerton's equity interests in the Debtor are unimpaired.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/ALT_HOTEL_plan_1amended.pdf

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN AIRLINES: Senior Pilots Seek Stay on Appeal
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group of 130 American Airlines Inc. pilots hired
before 1983 filed papers on Sept. 25 asking the bankruptcy judge
to hold up implementation of his ruling early this month that
allows the unit of AMR Corp. to modify the pilots' union contract.

According to the report, the pilot group explained how they gave
concessions to AMR in 1983 to avoid bankruptcy at the time.  In
return, the contract provided that the company in the future would
take no action to reduce pay or retirement benefits for pilots
hired before Nov. 1, 1983.  The senior pilots contend AMR began
violating the 1983 agreement even before the bankruptcy judge
approved additional concessions over objections from the pilots'
union.  The senior pilots want the bankruptcy judge to freeze his
ruling pending appeal, thus avoiding "irreparable injury" when
AMR implements changes in retirement and health benefits on
Nov. 1.  The pilots contend the bankruptcy court had no ability to
override grievance procedures and mandates of the Railway Labor
Act.

The Bloomberg report discloses the pilots' union filed a motion
last week also seeking a stay of contract modifications pending
appeal.  The union's request and the senior pilots' motions will
both come to court for hearing on Oct. 9.

                      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: Aims to Finalize Sharia Financing from Silver Point
------------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that Arcapita Bank is hoping to secure a $150 million commitment
for Sharia-compliant bankruptcy financing, the first of its kind,
from Silver Point Finance LLC.

                        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.


ARCAPITA BANK: Seeks Final Exclusive Extension; Plan Near
---------------------------------------------------------
Arcapita Bank B.S.CV.(c), et al., have requested a further 60-day
extension of their exclusive periods to file a plan and to solicit
acceptances of a plan, until Dec. 14, 2012, and Feb. 12, 2013, in
order to complete the considerable work that still needs to be
done in the Debtors' cases.  This is the second request for
extension of the exclusive periods.  The Debtors said they will
not seek a further extension of the exclusive filing period past
Dec. 14, 2012.

The Debtors relate that, on or before Dec. 14, 2012, they will
file a plan of reorganization that provides, in the same plan
document, for the Debtors' emergence from Chapter 11 pursuant to
(a) a "new money" plan, provided that the new equity infusion is
committed and available when the confirmation hearing is held or,
if it is not, (b) pursuant to an alternative "stand alone plan"
that provides for the managed disposition and distribution of the
Debtors' assets.

A hearing to consider the motion will be held on Oct. 9, 2012, at
2:00 p.m.  Objections, if any, to the motion must be received no
later than Oct. 2, 2012, at 2:00 p.m.

According to papers filed with the Bankruptcy Court, the Toggle
Plan represents the most efficient and effective way for the
Debtors to exit Chapter 11 because it allows the Debtors an
opportunity to complete their solicitation of a new equity
infusion, while providing for an immediate alternative if the new
equity raise is unsuccessful.

                        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.


ARCAPITA BANK: Asks Court's OK for $150-Mil DIP Financing
---------------------------------------------------------
Arcapita Bank B.S.CV.(c), et al., seek the approval of the
Bankruptcy Court to enter into a financing commitment letter with
Silver Point Finance, LLC, for a $150 million DIP financing
facility and to incur the associated fees, expenses and
indemnities.

According to papers filed with the Court, the Debtors need to
obtain debtor-in-possession financing to enable them to maximize
the value of the Arcapita Group portfolio companies and
investments and bridge the Debtors' cash needs through their
projected Chapter 11 emergence in the first quarter of 2013.  The
borrower under the Proposed Transaction will be Arcapita
Investment Holdings Limited ("AIHL").

Arcapita, Arcapita LT Holdings Limited, Windturbine Holdings
Limited, AEID II  Holdings Limited, RailInvest Holdings Limited,
Arcapita Inc., Arcapita Investment Management Limited, Arcapita
Structured Finance Ltd, Arcapita Investment Funding Limited,
Arcapita Industrial Management I Limited, Arcapita Limited, and
Arcapita Pte. Limited (Singapore) will act as Guarantors.

To date, the Debtors have not sought postpetition financing or use
of any secured lender's cash collateral.

The commitment is subject to (a) satisfactory completion of Silver
Point's due diligence and (b) receipt of final Silver Point credit
committee approval.  Pursuant to the Commitment Letter, once the
Debtors receive notice that the Subject Conditions Precedent are
satisfied, Silver Point will be entitled to a 1.50% Commitment
Fee.

If the Commitment Letter is terminated as a result of the Debtors'
negotiation or execution of any alternative financing proposal,
notwithstanding whether the Subject Conditions Precedent have yet
been waived or satisfied, Silver Point will be entitled to a fee
equal to 0.75% of the amount of the facility in connection with
the proposed transaction.

Silver Point will be entitled to reimbursement up to $900,000 for
all reasonable and documented fees and expenses.

The Debtors agree to indemnify and hold harmless Silver Point and
each other DIP Participant from and against any and all actions,
suits, proceedings, claims, losses, damages, liability or expenses
of any kind.

The maturity date of the DIP financing will be the earliest of:

  -- March 31, 2013;

  -- the effective date of a Chapter 11 plan for the Debtors;

  -- the date the Court orders the conversion of the bankruptcy
     case of any Debtor Obligor to a Chapter 7 liquidation or the
     dismissal of the bankruptcy case of any Debtor Obligor;

  -- the acceleration of the deferred sale price; and

  -- the date upon which the sale of all or substantially all of
     the Debtors' assets is consummated.

To the extent the proposed transactions contemplated in the
Commitment Letter have not been consummated by the later of (a)
Oct. 15, 2012 or (b) 21 days after the Company has been notified
in writing that the subject conditions precedent have been
satisfied, Silver Point will have the right to terminate the
Commitment Letter; provided that, in no case may Silver Point
terminate if such failure to meet one of the foregoing deadlines
is a sole and direct consequence of Silver Point's material breach
of its material obligations under the Commitment Letter.

                        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.




AS SEEN ON TV: Receives $1.3 Million from Sales of Securities
-------------------------------------------------------------
As Seen On TV, Inc., completed on Sept. 20, 2012, a private
placement of its 12% Senior Secured Convertible Notes pursuant to
a Securities Purchase Agreement dated Sept. 7, 2012, raising
aggregate gross proceeds of $1,275,000.  The Company entered into
the Securities Purchase Agreement with 11 accredited investors.

The Notes bear interest at a rate of 12% per annum.  The Note is
due and payable on March 20, 2013.

In the event a qualified financing is not consummated on or before
the Maturity Date, the entire principal amount of the Note, along
with all accrued interest thereon, will, at the option of the
holder, be convertible into the Company's Common Stock, par value
$0.0001 per share at a conversion price equal to at a conversion
price equal to 20% discount to the average daily volume weighted
average price of the Common Stock for the 10 trading days
immediately preceding the Maturity Date on the trading market on
which the Common Stock is then listed or quoted.

The indebtedness evidenced by the Notes will be senior to, and
have priority in right of payment over, all indebtedness of
Company now outstanding.  The Notes are secured by a first lien
and security interest in all of the assets of the Company and its
wholly-owned subsidiary, TV Goods, Inc., pursuant to the terms of
a certain Security Agreement dated as of Sept. 7, 2012, by the
Company in favor of Collateral Agents, LLC, as agent of the
Investors.

The Company also agreed under the Securities Purchase Agreement to
indemnify the Investors for losses arising out of or resulting
from material breaches of representations, warranties, agreements
and covenants made by the Company in the Securities Purchase
Agreement or the other agreements entered into in connection
therewith.

In connection with the Securities Purchase Agreement, Company
engaged National Securities Corporation, to act as the Company's
exclusive agent for the offering.  In exchange for National acting
as the exclusive agent for the Securities Purchase Agreement, the
Company agreed to pay to National a cash placement fee equal to
10% of the aggregate gross proceeds from the sale of Notes sold to
investors.  As additional compensation, the Company issued to
National or its designees, for nominal consideration, common stock
purchase warrants equal to 10% of the number of shares of Common
Stock issuable upon conversion of the Notes at an exercise price
equal to $0.80 per share.  The Agent's Warrants provide the holder
thereof with immediate cashless exercise rights and "weighted
average" price protection right consistent with the terms of the
Warrants and are exercisable for three years.

The Company received net proceeds of $1,124,425 after payment of
an aggregate of $127,500 of commissions and expense allowance to
National, and approximately $23,075 of other offering and related
costs in connection with the private placement.  The Company will
use the net proceeds from the Securities Purchase Agreement for
working capital purposes, including advancing $500,000 to
eDiets.com, Inc., under a 12% Convertible Note dated Sept. 6,
2012.  The eDiets Note is due and payable on the earlier of the
date that is 10 business days following the earlier to occur of
(i) the closing date of the proposed merger by and between the
Company and eDiets; (ii) Dec. 31, 2012; or (iii) an event of
default as defined under the eDiets Note.  Interest on the Note
accrues at a rate of 12% per annum and is due and payable upon the
maturity date of the eDiets Note.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.

The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.


ASHLAND UNIVERSITY: Moody's Extends Review  on 'Ba3' Bond Rating
----------------------------------------------------------------
Moody's Investors Service has extended the review period for
Ashland University's (OH) $37 million of Series 2010 rated bonds.
The Ba3 rating is under review for further possible downgrade
after having been downgraded to its current rating from Ba1 and
placing it under review on September 10, 2012. Moody's has
extended the time period it expects to conclude the review to
obtain the university's audited FY 2012 financial statements and
await the final resolution and waiver related to an expected debt
service coverage ratio covenant violation.

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education, published in August
2011.


ATLAS PIPELINE: Moody's Affirms B1 CFR; Raises Note Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded Atlas Pipeline Partners, L.P.'s
senior unsecured note rating to B2 from B3 following an
announcement that the company plans to issue $300 million of new
senior unsecured notes due 2020. At the same time, Moody's
affirmed Atlas' B1 Corporate Family Rating (CFR) and Probability
of Default Rating (PDR). The SGL-3 Speculative Grade Liquidity
rating remains unchanged. The outlook is stable.

Net proceeds from the note offering will be used to repay a
portion of the outstanding borrowings under Atlas' revolving
credit facility. The 2020 notes will rank pari passu with Atlas'
existing 8.75% notes due 2018, and will be subordinated in right
of payment to the $600 million senior secured credit facility.

"Under Moody's Loss Given Default Methodology, the higher amount
of unsecured debt in the capital structure following this proposed
note issuance increases overall recovery for the unsecured debt
class relative to the priority-claim secured revolving credit
facility, causing the notes to move up a notch to B2," said Sajjad
Alam, Moody's Analyst. "This is effectively a debt-for-debt
transaction and does not have any material impact on Atlas'
fundamental credit profile."

Issuer: Atlas Pipeline Partners, L.P.

  Upgrades:

    US$371M 8.75% Senior Unsecured Regular Bond/Debenture,
    Upgraded to B2 from B3

    US$371M 8.75% Senior Unsecured Regular Bond/Debenture,
    Upgraded to a range of LGD5, 74 % from a range of LGD5, 78 %

  Assignments:

    US$300M Senior Unsecured Regular Bond/Debenture, Assigned B2

    US$300M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 74 %

Ratings Rationale

Atlas' B1 Corporate Family Rating (CFR) reflects the company's
small scale and concentrated operations in the Mid-Continent
region, the inherent price and volume risks of its core gathering
and processing business and the high-payout model of the master
limited partnership (MLP) organizational structure. The rating
also considers the execution and funding risks involving the
perpetual capacity expansion projects and potential acquisitions
and the likelihood of higher debt burden in 2013 The rating is
supported by the partnership's moderate leverage, solid organic
growth profile, long-term contracting arrangements, and the
routine practice of hedging its commodity price exposure
associated with the percentage of proceeds and keep-whole
contracts.

Atlas should have adequate liquidity through 2013, which is
captured in the SGL- 3 rating. Following the note issue and
reduction of revolver debt, the company will have increased
availability to cover its anticipated negative free cash flow in
2013 resulting from project based expenditures. Moody's expects
sufficient covenant cushion through the end of 2013 and unimpeded
access to the revolving line of credit. The credit facility
expires in May, 2017. Atlas' alternative sources of liquidity are
limited principally to the sale of existing assets, which are
largely encumbered.

The stable outlook reflects Moody's view that the demand for
gathering and processing services in Atlas' core areas will remain
healthy and the company will manage its growth without
substantially increasing leverage or depleting liquidity.

Greater scale and diversification combined with a manageable debt
profile would be the key catalysts for an upgrade. More
specifically, Moody's would look for EBITDA approaching the $300
million level and a debt to EBITDA measure around 3.5x in
considering an upgrade.

The rating could be downgraded if it appears that leverage may
remain above 4.5x over a protracted period. A negative rating
action could also result from significant erosion of liquidity.

The principal methodologies used in rating Atlas were the Global
Midstream Energy Rating Methodology published in December 2010 and
the Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA Methodology published in
June 2009.

Atlas Pipeline Partners, L.P. is a publicly traded master limited
partnership (MLP) engaged primarily in the gathering, processing,
and transportation segments of the midstream natural gas industry.


AUTO SPORTS: Receivers to Auction Off Assets
--------------------------------------------
The Holland Sentinel reports that Zeeland Township's Auto Sports
Unlimited Inc. will be auctioned off as a court-appointed receiver
begins to try to recoup what it says are $25 million in debts owed
by local entrepreneur Scott Bosgraaf and Bosgraaf-controlled
entities.

According to the report, Amicus Management said the proceeds will
go to first-tier creditors -- such as First Financial Bank N.A.,
Huntington Bank and CB2010 -- other creditors, and governmental
units for back taxes.

The Holland Sentinel relates that an Amicus official said over the
past several months, Amicus Management has overseen the sale of
units of the Baker Lofts condominium project in Holland, a
commercial building in Spring Lake, and a condominium in
Hudsonville.


BEALL CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Beall Corporation
        dba Beall Trailers of Oregon, Inc.
            Beall Trailers of California, Inc.
            Beall Trailers of Montana, Inc.
            Beall Trailers of SoCal, Inc.
            Beall Trailers of Colorado, Inc.
            Beall Trailers of Dakota, Inc.
            Beall Trailers of Washington, Inc.
            Beall Transport Equipment Co.
            Beall Transport Equipment of Montana, Inc.
            Pioneer Truckweld
            Beall Trailers of Arizona, Inc.
            K & H Manufacturing Co.
        aka Beall Sunnyside
        8801 N. Vancouver
        Portland, OR 97217

Bankruptcy Case No.: 12-37291

Chapter 11 Petition Date: September 24, 2012

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

About the Debtor: 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.

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.com

                         - and ?

                  Michael W. Fletcher, Esq.
                  TONKON TORP LLP
                  888 SW 5th Avenue, #1600
                  Portland, OR 97204
                  Tel: (503) 802-2169
                  E-mail: michael.fletcher@tonkon.com

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

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

The petition was signed by Scott Koch, vice president, treasurer,
CFO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pacific Metal Company              Trade Creditor         $832,866
P.O. Box 5000 #1
Portland, OR 97208-5000

Joseph T Ryerson & Son Inc.        Trade Creditor         $495,647
227 West Monroe Street, 27th Floor
Chicago IL 60606

Amsco Windows                      Trade Creditor         $169,475
P.O. Box 25368
Salt Lake City, UT 84125-0368

Civacon / Knappco                  Trade Creditor         $163,308

Tacoma Screw Products Inc.         Trade Creditor         $138,969

Miller Nash LLP                    Legal Services         $132,610

Main Steel Polishing               Trade Creditor         $103,864

HW Metal Products Inc.             Trade Creditor          $83,136

Transport Distribution             Trade Creditor          $66,118
Services Inc.

Cossette Investment Co., Inc.      Trade Creditor          $65,401

Pro Tech Industries Inc.           Trade Creditor          $53,479

Fastenal Company                   Trade Creditor          $51,571

Robert Sos Signs Inc.              Trade Creditor          $51,225

Bramasol Inc.                      Trade Creditor          $48,866

Titan Logix Corp.                  Trade Creditor          $48,414

Trax Mechanical Systems            Trade Creditor          $46,301

Hastings Irrigation Pipe Co.       Trade Creditor          $41,147

Advanced Wheel Sales               Trade Creditor          $38,457

W.W. Grainger                      Trade Creditor          $37,733

SAF Holland USA Inc.               Trade Creditor          $36,589


BHFS I LLC: Can Access Cash Collateral of BofA Until Jan. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
authorized BHFS I, LLC, et al., to use cash collateral commencing
on Sept. 1, 2012, and ending Jan. 31, 2013, pursuant to a budget
covering said final period, with a permitted variance of 10% for
any line item in the budget.  The Debtors may exceed the entire
budgeted amount by no more than 5%.

Four debtors -- BHFS I LLC, BHFS II, LLC, BHFS III, LLC, and BHFS
IV, LLC -- are obligated to Bank of America, N.A., as agent for
itself and for Regions Bank, in an amount $43.8 million as of the
Petition Date.  Among their collateral, the lenders have first
priority security interests in the cash collateral of the Debtors.

BHFS Theater, LLC, is obligated to Bank of America in an amount of
$4.6 million as of the Petition Date.  Among its collateral, BofA
has first priority security interests in the cash collateral of
the Theater Debtor.

The Syndicated Loan is also secured by a second lien on the
property of the Theater Debtor, and consequently also secured by a
second lien in the Cash Collateral of the Theater Debtor.

                            About BHFS

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

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

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

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

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


BHFS I LLC: BofA Objects to First Motion to Extend Exclusivity
--------------------------------------------------------------
Bank of America, N.A., as agent for itself and Regions Bank,
objects to BHFS I, LLC, et al.'s first motion to extend the
exclusivity period, in which only the Debtors may file a plan of
reorganization, for 90 days beyond the present expiration date of
Jan. 9, 2013, and an additional 60 days after Jan. 9, 2013, to
confirm a plan of reorganization.

According to BofA, contrary to the assertions in the motion, the
Debtors have failed to engage in meaningful restructuring
negotiations with Lender, and that many of the Debtors are
operating at a loss and can only meet their monthly payment
obligations by borrowing funds from other Debtors.  Finally, the
Debtors' bankruptcy cases are not complex: five of the Debtors are
single asset real estate entities and the other is a holding
company whose main assets are the five other Debtors.

Further, the Debtors have failed to meaningfully progress their
cases forward and have demonstrated no extenuating circumstances
that would necessitate extending the exclusivity period.

The hearing on the motion is continued and reset for hearing on
Oct. 11, 2012, at 9:30 a.m.

                             About BHFS

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

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

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

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

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


BIOFUEL ENERGY: Idling Minnesota Plant, Operating Nebraska Plant
----------------------------------------------------------------
Biofuel Energy Corp. has decided to idle its Fairmont, Minnesota
ethanol facility until further notice.  The plant ceased ethanol
production as of the end of last week.  The Company reported that
its second plant in Wood River, Nebraska, continues to operate.

"Commodity margins have continued to weaken as the impact of the
drought in the Corn Belt continues and ethanol remains in
surplus," said Scott H. Pearce, the Company's President and Chief
Executive Officer.  "As a result, our current expectations are
that the Fairmont plant will remain idle until we are able to
secure local corn at price levels that support better margins.  In
the meantime, we will not be making any changes to our current
operations team so that we can continue to operate the grain
elevator and are in a position to re-start the ethanol plant on
short notice."

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company reported a net loss of $10.36 million in 2011,
compared with a net loss of $25.22 million during the prior year.

BioFuel Energy's balance sheet at June 30, 2012, showed
$275.09 million in total assets, $197.90 million in total
liabilities and $77.18 million in total equity.

                         Bankruptcy Warning

"Drought conditions in the American Midwest have significantly
impacted this year's corn crop and caused a significant reduction
in the anticipated corn yield," the Company said in its quarterly
report for the period ended June 30, 2012.  "Since the end of the
second quarter, this has led to a dramatic increase in the price
of corn and a corresponding narrowing in the crush spread.  Should
current commodity margins continue for an extended period of time,
we may not generate sufficient cash flow from operations to both
service our debt and operate our plants.  We are required to make,
under the terms of our Senior Debt Facility, quarterly principal
payments in a minimum amount of $3,150,000, plus accrued interest.
We cannot predict when or if crush spreads will fluctuate again or
if the current commodity margins will improve or worsen.  If crush
spreads were to remain at current levels for an extended period of
time, we may expend all of our sources of liquidity, in which
event we would not be able to pay principal and interest on our
debt.  In the event crush spreads narrow further, we may choose to
curtail operations at our plants or cease operations altogether
until such time as crush spreads improve.  Any inability to pay
principal and interest on our debt would lead to an event of
default under our Senior Debt Facility, which, in the absence of
forbearance, debt service abeyance or other accommodations from
our lenders, could require us to seek relief through a filing
under the U.S. Bankruptcy Code.  We expect fluctuations in the
crush spread to continue."


BION ENVIRONMENTAL: GHP Horwath Raises Going Concern Doubt
----------------------------------------------------------
Bion Environmental Technologies, Inc., filed on Sept. 25, 2012,
its annual report on Form 10-K for the fiscal year ended June 30,
2012.

GHP Horwath, P.C., in Denver, expressed substantial doubt about
Bion Environmental's ability to continue as a going concern.  The
independent auditors noted that the Company has not generated
revenue and has suffered recurring losses from operations.

The Company reported a net loss of $6.5 million on $0 revenue for
fiscal 2012, compared with a net loss of $7.0 million on $0
revenue for fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $8.7 million
in total assets, $9.4 million in total liabilities, $43,650 in
Series B Redeemable Preferred stock, and a stockholders' deficit
of $774,180.

The Company continues to explore sources of additional financing
to satisfy its current operating requirements as it is not
currently generating any revenues.  During fiscal year 2012 the
Company experienced greater difficulty in raising equity funding
than in the prior year.  As a result, the Company faced (and
continues to face), significant cash flow management challenges
due to severe working capital constraints.  While the Company
hopes to commence revenue generation during the 2013 fiscal year,
it is not currently generating any revenues.  To partially
mitigate these working capital constraints, the Company's core
senior management and several key employees have been deferring
cash compensation.  As of Sept. 19, 2012, such deferrals totaled
approximately $1,046,000 (including accrued interest).  From
July 1, 2012, through Sept. 19, 2012, the Company has raised
proceeds of $322,500 through sale of its securities and
anticipates raising additional funds from such sales.  However,
there is no guarantee that the Company will be able to raise
sufficient funds or further capital for the operations planned in
the near future.

A copy of the Form 10-K is available at http://is.gd/cmoPcE

Crestone, Colo.-based Bion Environmental Technologies for several
years, focused on completion of the development of the next
generation of its technology which provides a comprehensive
environmental solution to a significant source of pollution in
U.S. agriculture, large scale livestock facilities known as
Confined Animal Feeding Operations.  The re-development process is
now substantially complete and the initial commercial system,
based on the Company's updated technology, has been constructed
and placed in full commercial operation.


BION ENVIRONMENTAL: Incurs $7.3 Million Net Loss in Fiscal 2012
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $8.67 million
in total assets, $9.41 million in total liabilities, $43,650 in
Series B Redeemable Convertible Preferred Stock, and a $774,180
total deficit.

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/cmoPcE

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).


BIRMINGHAM-JEFFERSON CIVIC: S&P Ups Rating on 2002C Bonds From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'AA' from 'AA-' and 'B' on the
Birmingham-Jefferson Civic Center Authority (BJCC), Ala.'s series
2002C bonds. "The outlook on the long-term rating is stable, and
we have revised the outlook on the SPUR to stable from negative,"
S&P said.

"The rating action reflects our view of clarification on how
Jefferson County's November bankruptcy filing will affect pledged
revenue," said Standard & Poor's credit analyst Brian Marshall.

"None of the BJCC's debt was listed in the original bankruptcy
filing, nor was its debt named in the county's bankruptcy
resolution, and we understand that the county may in no way impair
pledged revenue," S&P said.

"The rating reflects our view of the bond's legal covenants and
pledged revenue," S&P said.

The rating also reflects S&P's view of the authority's:

-- Availability of more than $45 million in sales tax revenue,
    per state statute, to make up potential shortfalls in pledged
    tobacco and lodging tax revenue;

-- Coverage of 19x maximum annual debt service (MADS) based on
    statutorily available sales tax revenue;

-- Additional bonds test (ABT) that essentially caps MADS at $2.4
    million and requires the sales tax base to provide no less
    than 3x MADS; and

-- Decreased likelihood of additional debt given that it can use
    excess revenue for operations.

"The stable outlook reflects our anticipation that the county's
significant sales tax base will be stable given its role as a
major regional economy in the state," S&P said.


BIRMINGHAM-JEFFERSON CIVIC: S&P Ups Rating on 2005A Bonds From 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'A+' from 'B' on Birmingham-Jefferson
Civic Center Authority (BJCC), Ala.'s series 2005A bonds. "We also
revised the outlook to stable from negative," S&P said.

"The rating action reflects our view of clarification on how
Jefferson County's November bankruptcy filing will affect pledged
revenue," said Standard & Poor's credit analyst Brian Marshall.
"None of the BJCC's debt was listed in the original bankruptcy
filing, nor was the debt named in the county's bankruptcy
resolution, and we understand that the county may in no way impair
the pledged revenue," Mr. Marshall added.

The rating also reflects S&P's view of the authority's:

-- Pledged revenue that includes countywide lodging and beverage
    tax revenue, as well as payments in lieu of taxes (PILOTs) on
    all sales by the civic center at its facilities;

-- Coverage of 3.05x (maximum annual debt service) MADS, net of
    payment pursuant to a contract to the Greater Birmingham
    Convention and Visitors Bureau, 1.5x MADS additional bonds
    test as well as a fully funded debt service reserve at 1x
    MADS; and

-- Decreased likelihood of additional debt given that it can use
    excess revenue for operations.

"The stable outlook reflects our anticipation that pledged revenue
will continue to generate coverage levels in excess of MADS and
experience no interruption from the Jefferson County bankruptcy
proceedings," S&P said.


BRAND ENERGY: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Brand Energy & Infrastructure Services and
revised the outlook to stable from negative.

"The proposed $825 million first-lien facilities consist of a $700
million term loan facility, a $75 million revolving credit
facility, and a $50 million fully funded letter-of-credit
facility. We assigned our 'B' issue rating and '4' recovery rating
(indicating our expectation of average [30%-50%] recovery in the
event of payment default) to the company's proposed term loan and
revolving credit facility and assigned our 'BB-' issue rating and
'1' recovery rating (very high recovery of 90%-100%) to its $50
million letter-of-credit facility," S&P said.

"At the same time, we raised our issue rating on Brand's $180
million Canadian tranche of the second-lien debt to 'BB-' from
'B+' and revised the recovery rating to '1' from '2'. We also
affirmed our 'CCC+' issue-level rating on the company's $195
million U.S. second-lien term loan with a recovery rating of '6',
indicating our expectation of negligible (0%-10%) recovery. The
Canadian and U.S. second-lien debt together make up Brand's $375
million second-lien credit facility," S&P said.

The ratings are subject to a review of final documentation.

"The ratings on Brand reflect our view of the company's 'highly
leveraged' financial profile and 'weak' business profile. The
outlook revision indicates our expectation for sustained low
double-digit EBITDA margins on slow demand recovery in its end-
markets, our expectation leverage will fall to about 6x over the
next 12 months and that its proposed refinancing extends
maturities on a portion of its debt," said Standard & Poor's
credit analyst Nishit Madlani. "Our financial risk assessment
reflects Brand's high leverage and modest cash flow generation
prospects over the next two years, and the overall business risk
assessment reflects its exposure to volatile end-markets and
competitive pricing."

"We expect Brand to remain one of the largest providers of work
access (i.e., scaffolding) and multicraft services in North
America, with customers primarily in the energy sector--in
particular, refineries--and, to a lesser extent, utilities.
Although some of its end markets are cyclical, maintenance
services (roughly two-thirds of revenues) tend to be more
resilient to recessions. Contract terms between three and five
years (although customers can cancel these on a relatively short
notice) should continue to provide some earnings stability. Brand
also has a commercial business, which is more project-focused,
less recurrent, and accounts for only about 8%-10% of revenues,"
S&P said.

"After being delayed during the economic downturn, maintenance and
plant turnaround activity is slowly picking up across Brand's end
markets. We expect demand for maintenance services in Brand's
energy and industrial markets to modestly grow, at least in line
with U.S. GDP, and for pricing to remain competitive. Brand's
EBITDA margins have been improving over the past few quarters
after they weakened as a result of price concessions that the
company offered in response to competitive pressures. Also, some
customers delayed maintenance capital expenditures over the past
downturn. Given some improvement in demand, where possible, Brand
has renegotiated some of its contracts, which we will continue to
monitor with respect to our base-case assumptions for its
operating performance over the next two years," S&P said.

S&P's base case scenario assumptions for Brand include:

-- Revenue will grow at about a mid-single-digit rate for the
    remainder of 2012 and 2013 mainly as a result of business wins
    in 2011 in its petrochemical end-markets and slow economic
    recovery driving low growth in its refining- and oil sands-
    related end-markets.

-- EBITDA margins will rise at least by about 100 basis points
    over 2011 levels to about 10% or more over the next two years
    (after incorporating ongoing pricing pressure), because of
    overall sales recovery, absent any meaningful contract losses
    or productivity losses from potentially severe weather.

-- Leverage will improve to about 6x or less over the next two
    years with low, but positive, free cash flow generation
    prospects over the cycle.

"We view Brand's financial risk profile as highly leveraged, given
pro forma leverage (including our adjustments) of more than 6.5x
as of June 30, 2012, and our expectation for leverage to remain
above 6x for the next 12 months. We expect some gradual
improvement, although these metrics will likely remain at the
lower end of our expectations," S&P said.

"For the rating, we expect adjusted debt to EBITDA of about 6x or
less and free operating cash flow (FOCF) to total debt in the low-
single-digit area. The company's liquidity position has improved
given it has extended its proposed revolver maturity to 2017 from
February 2013. We expect Brand to maintain adequate liquidity and
to take steps to extend or resolve its second-lien debt maturities
over the next 12 months," S&P said.

"Our stable outlook reflects our expectation for improved
financial flexibility given that Brand is extending the maturity
on its first-lien debt. Also, over the next 12 months we expect
Brand to sustain recent improvements in EBITDA margins, given its
recent ability to mitigate pricing pressures. Leverage should
improve toward 6x, assuming industry activity picks up to
historical levels, which is likely because customers can only
generally delay maintenance work temporarily," S&P said.

"We could consider a downgrade if the proposed transaction does
not close or if we believe Brand would not reduce leverage toward
6x or less because of renewed pressure on EBITDA margins, leaving
it vulnerable to eventual refinancing risks. A downgrade also
could occur if Brand's liquidity profile deteriorates on end-
markets that are weaker than we expect for a prolonged period,
leading to customers delaying maintenance work over the near term,
or if Brand loses maintenance projects altogether," S&P said.

"An upgrade is unlikely over the next 12 months given our
expectations for company's financial risk profile to remain highly
leveraged. We believe the ultimate timing and terms for
refinancing of Brand's second-lien debt, along with the increased
likelihood that leverage will sustain around 5x or less, would be
significant factors for any positive rating action on the company
over the next year," S&P said.


BRIER CREEK: Exclusive Plan Filing Period Extended to Dec. 4
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina extended Brier Creek Corporate Center Associates Limited,
et al.'s exclusive period to file a disclosure statement and
proposed plan of reorganization to Dec. 4, 2012, and the Debtors'
exclusive period to confirm a plan of reorganization to Feb. 4,
2013.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.


CAREY LIMOUSINE: Files for Chapter 11 in Delaware
-------------------------------------------------
Carey Limousine L.A., Inc., filed a Chapter 11 petition (Bankr. D.
Del. Case No. 12-12664) on Sept. 25, 2012.

Carey Limousine, a subsidiary of Carey International, is one of
the largest chauffeured transportation services companies in
Southern California.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

In light of an adverse arbitration ruling in the amount of
$4.52 million issued in regard to 16 independent operators, as
well as continued uncertainty in California law regarding
independent contractors, the Debtor has taken steps in transition
its independent-operator model to an employee model.  On Sept. 12,
the Debtor commenced the process, sending notices that they would
terminate operator agreements and that effective Oct. 13, they
would be transitioned to employees.

Mitchell Lahr, director and vice president of Carey Limousine,
relates the Debtor is seeking Chapter 11 protection to, among
other things, provide breathing room to manage through certain
fixed and potential liabilities that arose, or that may arise,
from certain alleged claims of its independent operators with
respect to assertions that they should have been classified as
employees and, therefore, should have been paid certain wage and
other benefits in addition to the compensation agreed to in their
independent operator agreements.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor intends to continue in the possession of its properties
and the management of its business as a debtor-in-possession.  In
order to enable the Debtor to operate efficiently postpetition and
to avoid the adverse effects of a Chapter 11 filing, the Debtor
has requested various types of relief in "first day" applications
and motions.

The Debtor is seeking a 60-day extension of the deadline to file
its schedules of assets and liabilities and its statement of
financial affairs.  It also seeks to pay prepetition wages and
benefits of its employees, and prepetition claims of drivers and
travel agents.

The Debtor also filed applications to hire Young, Conaway,
Stargatt & Taylor, as counsel; Willkie Farr & Gallagher LLP, as
bankruptcy co-counsel; and Kurtzman Carson Consultants LLC as the
claims and notice agent.


CENTERPLATE INC: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Corporate Family and
Probability of Default Ratings of B3 to Centerplate, Inc. on its
proposed $550 million leveraged buyout. Moody's also assigned B2
ratings to the proposed $342 million senior secured credit
facilities, consisting of a $267 million term loan and a $75
million revolver. The rating outlook is stable.

Proceeds from the credit facilities, $115 million of proposed
mezzanine notes (unrated by Moody's) and a $188 million common
equity infusion will fund Centerplate's leveraged buyout by
Olympus Partners from current owner Kohlberg & Company, LLC, and
refinance existing debt.

The transaction will improve Centerplate's interest coverage,
however the B3 Corporate Family Rating also considers the
increased leverage following the LBO and the cyclicality of the
company's earnings within the competitive concessions services
business. Further, substantial improvement in credit metrics is
unlikely in the context of Centerplate's aggressive growth plans
and financial policy.

Assignments:

Issuer: Centerplate, Inc.

-- Corporate Family Rating of B3

-- Probability of Default Rating of B3

-- Proposed $75 million senior secured revolving credit facility
    due 2017 at B2 (LGD3, 40%)

-- Proposed $267 million senior secured term loan due 2018 at B2
    (LGD3, 40%)

-- Stable rating outlook

The ratings are contingent upon the receipt and review of final
documentation.

All ratings of predecessor Centerplate, including its B3 CFR and
ratings on existing bank debt, will be withdrawn upon completion
of the proposed transaction and repayment of existing debt.

Ratings Rationale

The B3 CFR reflects Centerplate's leveraged balance sheet,
aggressive and acquisitive financial philosophy, relatively small
scale, and the cyclical and highly competitive nature of the
concession services business. Centerplate's broad portfolio of
reportedly over 250 customer contracts, high contract renewal
rates and lack of substantive near-term contract expirations
support the rating. The rating also incorporates the company's
adequate liquidity profile.

The B2 ratings on the proposed senior secured credit facilities
reflect their first priority lien on substantially all US assets,
a pledge of 65% of the voting stock of all material foreign
subsidiaries, and upstream guarantees by all existing and future
domestic wholly owned subsidiaries. The ratings also benefit from
the loss absorption provided by the $115 million mezzanine notes
due June 2019 (unrated by Moody's).

The stable outlook anticipates modest near-term growth in revenue
and EBITDA driven by new contract signings and expansion into
adjacent market segments. The outlook incorporates an expectation
of limited debt repayment, and the potential use of cash flow and
revolver borrowing capacity for acquisitions and growth capital
expenditures. The outlook also assumes that the company will
maintain an adequate liquidity position to support operations.

The ratings could be pressured by: (i) declining profitability due
to contract losses, cost increases or the cancellation of several
major clients; (ii) liquidity deterioration; or (iii) a change to
more aggressive financial policies. Specifically, the ratings
could be downgraded if Moody's expects sustained negative free
cash flow generation or EBITDA less capital expenditures to
interest expense of less than 1 time.

Positive rating momentum could develop if the company demonstrates
a commitment to a more conservative financial policy.
Specifically, the ratings could be upgraded if EBITDA less capital
expenditures to interest expense and free cash flow to debt are
sustained over 1.6 times and 5%, respectively.

The principal methodology used in rating Centerplate 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.


CGGVERITAS SERVICES: Moody's Reviews Ratings for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed all the ratings of Compagnie
Generale De Geophysique-Veritas ("CGGVeritas") and CGGVeritas
Services, Inc. under review for downgrade, following CGGVeritas'
announcement of the acquisition of the Geoscience division of
Fugro N.V. (unrated) excluding multi-client library and ocean
bottom nodes businesses.

Ratings Rationale

The EUR1.2 billion transaction, which has been approved by the
Boards of Directors of both companies, is anticipated to be
financed by 1/3 equity issuance and 2/3 with debt and proceeds
from the formation of a Seabed Joint-Venture. Subject to the
financing proceeding as outlined, Moody's currently anticipates
that any downgrade of CGG Veritas' CFR and PDR would be limited to
one notch. The ratings of existing debt will be adjusted in line
with Moody's loss-given default approach to the ultimate capital
structure, depending on the amounts and terms of new notes.

The rating action reflects Moody's expectation that the
incremental debt associated with the acquisition may result in
through-the-cycle leverage remaining (5 years average of leverage
calculated as Moody's adjusted net Debt to EBITDA less Multiclient
Amortization) materially above 3.0x and credit metrics that may no
longer be appropriate for the Ba2 rating.

Moody's review will focus on CGGVeritas' new business profile and
the integration risks associated with the transaction, the capital
structure, including terms of any debt issuance, and deleveraging
profile, as well as on liquidity.

Moody's would expect to conclude Moody's review after the close of
the transaction, which is targeted before year-end.

The principal methodology used in rating Compagnie Generale De
Geophysique-Veritas anf CGGVeritas Services, Inc. was the Global
Oilfield Services Rating Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.




CHRYSLER LLC: Fiat Sues VEBA Trust Over Call Option
---------------------------------------------------
Giada Zampano and Christina Rogers, writing for Dow Jones
Newswires, report that Italy's Fiat SpA on Wednesday said it asked
a U.S. court to resolve a dispute over the price it must pay a
retiree health care trust for a 3.3% stake in Chrysler Group LLC
after the two sides differed on the terms of their contract.

The report recounts Fiat said in July it would exercise a call
option to raise its stake in Chrysler to 61.8% from 58.5%,
tightening its control of its U.S. partner.  A purchase would
reduce the stake held by the trust to 38.2% from 41.5%.

According to Dow Jones, in the lawsuit filed in Delaware Chancery
Court, Fiat said it calculated the purchase price for the shares
at $155 million and offered to acquire the shares for that price
on July 11.   The lawsuit claims the voluntary employee
beneficiary association has refused to turn over the shares, in
breach of the original agreement.

Dow Jones relates Fiat Chief Executive Sergio Marchionne said in a
statement the Delaware Chancery Court's assistance is needed "in
the application of a specific pricing formula which was agreed in
2009 and as such unrelated to the value of Chrysler today."

According to Dow Jones, the UAW trust, in a statement, said:
"Brock Fiduciary Services LLC is the independent fiduciary that
handles all matters related to the VEBA's holdings within
Chrysler/Fiat. We respect the process and will be making no public
statement."

Chrysler declined to comment, referring questions to Fiat.

According to the report, Fiat is increasingly relying on Chrysler
as Fiat sales in Europe wilt while the U.S. auto maker continues
to rebound from its bankruptcy in 2009.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat acquired a
20% equity interest in Chrysler Group as part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.


CHRYSLER LLC: Old Creditors Ask 2nd Circ. to Revive Daimler Suit
----------------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that a trust for
Chrysler Corp. bankruptcy creditors on Tuesday asked the Second
Circuit to revive a lawsuit that alleges German automaker Daimler
AG rigged a deal to spinoff the company, saying the lower courts
jumped to conclusions without looking at facts.

Bankruptcy Law360 relates that a lawyer for creditors of Old Carco
LLC, a Chrysler LLC castoff created after the company was
reorganized in bankruptcy, told a three-judge panel at oral
arguments that lower courts skipped ahead of a necessary factual
inquiry when they dismissed a suit against Daimler.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat acquired a
20% equity interest in Chrysler Group as part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.


CHRYSLER LLC: 6th Circ. Nixes Most of Former Execs' Benefits Suit
-----------------------------------------------------------------
Abigail Rubenstein at Bankruptcy Law360 reports that the Sixth
Circuit on Tuesday upheld the dismissal of the bulk of a putative
class action lodged by former Chrysler executives over retirement
benefits they claim were lost during the automaker's bankruptcy
due to mismanagement, but revived an age discrimination claim.

In an unpublished opinion, a Sixth Circuit panel affirmed a lower
court's ruling that the former executives' state law breach of
fiduciary duty, promissory estoppel and fraud claims were
preempted by the Employee Retirement Income Security Act,
according to Bankruptcy Law360.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.  Fiat acquired a
20% equity interest in Chrysler Group as part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.


CIRCUS AND ELDORADO: Wants Exclusivity Extended to Jan. 14
----------------------------------------------------------
BankruptcyData.com reports that Circus and Eldorado Joint Venture
filed with the Bankruptcy Court a motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including Jan. 14, 2013
and March 13, 2013, respectively.  The Court scheduled an Oct. 22,
2012 hearing on the matter.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CLAIRE'S STORES: Closes Offering of $625 Million Senior Notes
-------------------------------------------------------------
Claire's Stores, Inc., closed its offering of $625 million
aggregate principal amount of additional 9.00% senior secured
first lien notes due 2019.  The notes were sold at 102.5% of the
aggregate principal amount, resulting in gross proceeds of
$640,625,000.  The notes are of the same series as the Company's
outstanding $500 million aggregate principal amount of 9.00%
senior secured first lien notes due 2019.  The terms of the notes,
other than their issue date and issue price, are identical to the
previously issued notes.  As a result of the closing of this
offering, the aggregate principal amount of the Company's 9.00%
senior secured first lien notes due 2019 outstanding is
$1.125 billion.

The Company used the net proceeds of the issuance of the notes,
together with cash on hand, to repay in full the term loan
indebtedness under its senior secured credit facility.  In
addition, the Company replaced its existing senior secured
revolving credit facility with an amended and restated
$115.0 million five-year senior secured revolving credit facility.

                       About Claire's Stores

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

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

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

                           *     *     *

Claire's Stores, Inc., carries a Caa2 Corporate Family and
Probability of Default ratings from Moody's Investors Service and
a 'B-' Corporate Credit Rating from Standard & Poor's Ratings
Services.


CLIFFORD JOESEPH WOERNER: Court Denies Objection to Exemptions
--------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta denied objections filed by
Texas Skyline, Ltd., Pecos & 15th, Ltd., and Skyline Interests,
LLC the claim of exemptions of debtors Clifford Joeseph Woerner
and Gail Suzanne Woerner.

The Court held that Skyline fails to meet its burden of proof.
Skyline objects to almost all of the Debtors' claimed exemptions
but does not specifically address what is wrong with any
particular claim.  Apart from noting the Debtors' multiple
amendments to the schedules and "testimony that debtors hid assets
to avoid collection by creditors", Skyline offers no evidence that
any exemption was improperly claimed or valued.  At most,
Skyline's Objection impeaches the Debtors' valuation of the
exemptions at issue, but there is no competent evidence
"demonstrat[ing] a higher valuation[.]" Skyline therefore fails to
meet its burden of proof and the Objection should be denied.

Austin, Texas-based Clifford Joseph Woerner, aka C.J. Woerner and
Woerner Interests, and Gail Suzanne Woerner, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 10-11365) on May 13, 2010.
Barbara M. Barron, Esq. -- bbarron@bnpclaw.com -- at Barron &
Newburger, P.C., served as the Debtors' counsel.  In the joint
petition, the Woerners estimated $1 million to $10 million in
assets and debts.  A list of the Woerners' 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/txwb10-11365.pdf

The case was later converted to Chapter 7 on April 20, 2011.

The Debtors filed original schedules on May 18, 2012, and have
since amended the schedules five times.  The omission of several
items of value that appeared on subsequent amended schedules was
the basis for conversion to Chapter 7.  The most recent amended
schedule was filed on May 21, 2012.  Skyline filed its Objection
on June 20, 2012.  The Debtors did not file a response to the
objection but opposed the objection at hearing.

A copy of the Court's Sept. 25, 2012 Memorandum Opinion and Order
is available at http://is.gd/enCL1Ifrom Leagle.com.


CONTEC HOLDINGS: Has Loan Approval; Prepack Plan Hearing on Oct. 4
------------------------------------------------------------------
Bain Capital Partners' Contec Holdings Ltd. won final approval for
a $35 million bankruptcy loan that would finance its prepackaged
plan, as well as for a deal that brings a group of the company's
creditors on board with its plan to exit Chapter 11 swiftly.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the pivotal day in bankruptcy court will take place
at the confirmation hearing on Oct. 4, when U.S. Bankruptcy Judge
Kevin J. Carey will decide whether to approve the reorganization
plan where $201 million in senior secured debt will be exchanged
for 80% of the new equity and $27.5 million in new second lien
notes.  Contec was given interim approval for a $20 million loan
in early September.

The Bloomberg report discloses the plan was accepted by the
required percentages of affected creditors before the Chapter 11
filing.  Unsecured trade suppliers are being paid in full.

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


CORMEDIX INC: Gets Extension to Regain Compliance
-------------------------------------------------
CorMedix Inc. held the initial financial closing on Sept. 20,
2012, of its private placement of Units consisting of (i) a one-
year $1,000 aggregate principal amount 9% Senior Convertible Note,
convertible into shares of common stock, par value $0.001 per
share, at a conversion price of $0.35 per Note, and (ii) a five-
year redeemable Warrant, to purchase 2,500 shares of Common Stock,
to certain accredited investors pursuant to a Subscription
Agreement.  The Units are being offered on a "reasonable efforts,
all-or-none" basis as to 500 Units for a minimum amount of
$500,000, and, thereafter on a "reasonable efforts" basis as to
the remaining 2,500 Units for a maximum amount of $3,000,000.  At
the initial closing, the Company sold 850 Units for a total gross
amount of $850,000.  After the initial closing, the Company may
sell up to the Maximum Amount and further closings may be
conducted for the sale of the Units until Nov. 14, 2012.  Proceeds
from the 2012 Offering will be used by the Company for marketing,
manufacturing, rent and utilities, licensing obligations, payroll
and working capital and general corporate purposes.  "We are happy
to disclose the initial closing mainly through our management,
directors and existing shareholders," said Rich Cohen, Interim CEO
and Interim CFO.

Subsequently, on Sept. 21, 2012, the NYSE Amex notified the
Company that the NYSE Amex was granting the Company an extension
until Jan. 31, 2013 to regain compliance with the continued
listing standards of the NYSE Amex.  As a result, the NYSE-Amex is
continuing the Company's listing pursuant to the extension. The
Company will be subject to periodic review by the NYSE-Amex during
the extended plan period.  Failure to make progress consistent
with the plan or to regain compliance with continued listing
standards by the end of the extension period could result in the
Company being delisted from the NYSE-Amex.  CorMedix will be
subject to periodic review by the NYSE-Amex Staff during the
extension period.

CorMedix had earlier received notice on June 27, 2012 from the
NYSE Amex LLC that the NYSE-Amex had accepted the CorMedix plan to
regain compliance with continued listing standards of the NYSE-
Amex.  CorMedix's plan was submitted on May 17, 2012 in response
to a letter from the NYSE-Amex which informed CorMedix it was
below certain of the NYSE-Amex's continued listing standards due
to financial impairment as set forth in Section 1003(a)(iv) of the
NYSE-Amex Company Guide.  CorMedix was afforded the opportunity to
submit a plan to regain compliance to the NYSE-Amex and on May 17,
2012 presented its plan to the NYSE-Amex.  On June 27, 2012 the
NYSE-Amex notified CorMedix that it accepted the plan to regain
compliance and granted CorMedix an extension until August 22, 2012
to regain compliance with the continued listing standards.

                           About CorMedix

CorMedix Inc. -- http://www.cormedix.com/-- is a pharmaceutical
company that seeks to in-license, develop and commercialize
therapeutic products for the prevention and treatment of cardiac
and renal dysfunction, also known as cardiorenal disease.
CorMedix most advanced product candidate: CRMD003 (Neutrolin(R))
for the prevention of catheter related bloodstream infections and
maintenance of catheter patency in tunneled, cuffed, central
venous catheters used for vascular access in hemodialysis
patients.


CORDILLERA GOLF: Reaches Settlement With Lender and Members
-----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
Cordillera Golf Club has reached an agreement with its lender,
creditors and club members that provides a framework for resolving
a class-action lawsuit and a path forward in bankruptcy but
requires Cordillera to sell its property.

                       About Cordillera Golf

Cordillera Golf Club, LLC, filed for protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case No. 12-11893) on
June 26, 2012, amid lower membership rates and tensions with
current members.

The Debtor owns an exclusive 730-acre four-course golf club at the
Cordillera resort community in Edwards, Colorado.  The club is
located at the 7,000-acre Cordillera development, which has 1,087
residential lots.  Non-equity club membership is open to community
residents.  The club has three golf courses, a Dave Pelz designed
short course, five swimming pools, and tennis courts.  The
membership plan provides that there will be no more than 1,085
golf memberships and up to 100 social memberships.  Half of all
property owners within Cordillera are club members.

David A. Wilhelm, manager of CGH Manager LLC, manager, signed the
Chapter 11 petition.  Mr. Wilhelm acquired 100% interest in the
Debtor in 2009 following an arbitration that stemmed from
revelations that the then owners of the 70% interests had diverted
funds away from the Debtor's operations.

In the petition, the Debtor estimated $10 million to $50 million
in assets and debts, including secured debt of $12.7 million owed
to Alpine Bank and a $7.5 million secured claim by Mr. Wilhelm.

Delaware Bankruptcy Judge Christopher S. Sontchi presides over the
case.  Lawyers at Young, Conaway, Stargatt & Taylor and Foley &
Lardner LLP serve as the Debtor's counsel.  Omni Management Group
LLC serves as the Debtor's claims agent.

On July 16, 2012, the Delaware Court granted the request of
certain club members to transfer the venue of the case to the
Bankruptcy Court in Colorado.  The case has been endorsed to Hon.
A. Bruce Campbell in Denver (Bankr. D. Colo. Case No. 12-24882).

An official committee of unsecured creditors has been appointed in
the case.  The Committee members consist of various homeowner and
trade creditors of the Debtor.  All members have Colorado
addresses.  The Committee is represented by Munsch Hardt Kopf &
Harr, PC as counsel.

Certain homeowners also have retained separate counsel, Michael S.
Kogan, Esq., at Kogan Law Firm, APC.

Secured lender, Alpine Bank in Vail, Colo., is represented by
lawyers at Ballard Spahr LLP.


COTT CORP: S&P Lifts Corp. Credit Rating to 'B+' on Profitability
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Mississauga, Ont.-based Cott Corp. to 'B+' from
'B'. The outlook is stable.

"At the same time, we raised our debt rating on wholly owned U.S.
subsidiary Cott Beverages Inc.'s senior unsecured notes to 'B+'
from 'B'. The '4' recovery rating on the debt is unchanged,
indicating our expectation of average (30%-50%) recovery in the
event of default," S&P said.

"The upgrade reflects what we view as Cott's improved business
risk profile to weak from vulnerable stemming from increased
profitability and completion of the majority of the Cliffstar
Corp. integration," said Standard & Poor's credit analyst Lori
Harris.

"Cott has largely completed the integration of Cliffstar, which it
acquired in 2010 for US$569 million. Completion of the Cliffstar
integration will allow management to focus on continuing to
increase operating efficiencies and new product development--two
key inputs to ongoing margin improvement," S&P said.

"The ratings on Cott reflect Standard & Poor's view of the
company's weak business risk profile and aggressive financial risk
profile (as our criteria define the terms). We base our business
risk assessment on the company's small size in a sector dominated
by companies with substantially greater financial resources and
market presence, customer concentration, and susceptibility to
commodity cost swings. We believe these factors are partially
offset by leading market positions in private label take-home
carbonated soft drinks in the U.S., the U.K., and Canada, as well
as shelf stable juices in the U.S. Cott's financial risk profile
is based on the potential volatility of earnings and credit
metrics due to competitive actions or changes in key commodity
costs, partially offset by the company's adequate credit
protection measures and positive free cash flow," S&P said.

"The stable outlook is based on our belief that Cott's operating
performance and credit protection measures will be in line with
our expectations in the medium term, including adjusted debt to
EBITDA in the 3x area. We could consider raising the ratings if
Cott demonstrates continued strengthening of its market position
to an extent that changes our view of the company's business risk
profile, while at the same time improving its operating
performance despite the potential for increased competitive
activity, higher commodity prices, and a decline in its business
with Wal-Mart, and maintaining leverage below 3x on a sustainable
basis. Alternatively, we could lower the ratings if the company's
operating performance falls below our expectations or if Cott's
financial flexibility and credit ratios weaken, resulting in
adjusted debt to EBITDA above 4x," S&P said.


CPI CORP: Unit to Sell Real Estate to Worldwide Ventures
--------------------------------------------------------
Consumer Programs, Incorporated, a wholly owned subsidiary of CPI
Corp., entered into a Purchase and Sale Agreement with Worldwide
Ventures, Incorporated, to sell real estate located at 11001 Park
Charlotte Boulevard in Charlotte, North Carolina, along with two
parcels of land also located in Charlotte.  A copy of the
Agreement is available for free at http://is.gd/ys2YsX

                          About CPI Corp.

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

For the 24 weeks ended July 21, 2012, the Company reported a net
loss of $39.93 million on $123.24 million of net sales.  The
Company reported a net loss of $56.86 million for the fiscal year
ended Feb. 4, 2012, compared with net income of $11.90 million for
the fiscal year ended Feb. 5, 2011.

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

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

                         Bankruptcy Warning

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

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


DCB FINANCIAL: Files Amendment No. 4 to Form S-1 Prospectus
-----------------------------------------------------------
DCB Financial Corp. filed with the U.S. Securities and Exchange
Commission a pre-effective amendment no. 4 to the Form S-1
registration statement relating to the distribution of non-
transferable rights to subscribe for and purchase up to 1,422,536
common shares to persons who owned the Company's common shares as
of 5:00 p.m., Eastern Time, on the record date, [   ] , 2012.

The Company has entered into agreements with certain standby
investors, pursuant to which those standby investors have agreed
to purchase, in a private offering to be closed after the
conclusion of the rights offering, either a minimum number of
common shares, or a certain number of the remaining common shares
that are not purchased through the exercise of rights, or both.
No standby investor will own 10% or more of the common shares
after completion of the rights offering and private offering.  The
maximum number of common shares to be issued by the Company in the
rights offering and the subsequent private offering will not
exceed 3,475,000 common shares.

There is no minimum amount required for the Company to complete
the rights offering.  Even if the rights offering is not
completed, at least 920,884 shares, or $3.5 million, will be
raised through commitments to purchase in the private offering.
This approximately $3.5 million does not include the investment of
certain of the standby investors who have made their commitment to
purchase shares subject to the Company raising at least $13
million, although these purchasers may choose to purchase shares
even if $13 million is not raised.  In order to reach a total of
$13 million through the rights offering and the private offering,
3,421,053 shares must be sold.  The Company has obtained
commitments to sell a minimum of 2,052,464 shares through the
private offering, which includes the five standby investors whose
commitments are contingent upon the Company's selling at least $13
million of shares, and an additional 817,277 shares will be
purchased by standby investors if they remain unsold following the
rights offering.  If the standby investors purchase their total
commitment of 2,869,741 shares, only 551,312 shares would need to
be sold through the rights offering in order to raise $13 million.

All common shares sold in the rights offering or pursuant to
agreements with standby investors will be at the $3.80
subscription price.

The Company's common shares are quoted on the Over-the-Counter
Bulletin Board under the trading symbol "DCBF.OB."

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

                        http://is.gd/YVEREx

                        About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."

The Company's balance sheet at June 30, 2012, showed $510.70
million in total assets, $475.51 million in total liabilities and
$35.19 million in total stockholders' equity.


DIGITAL DOMAIN: Williams, Blaise Bid for Rights on "Tembo" Film
---------------------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
directors and producers Chuck Williams and Aaron Blaise have put
in a bid on rights to "The Legend of Tembo," an animated feature
that was to have made Digital Domain's name.  They're also in
talks with Galloping Horse, the Beijing company that, along with
Reliance MediaWorks LLC, plunked down $30.2 million for Digital
Domain's special-effects business at a bankruptcy auction.  The
report notes Galloping Horse already has put $5 million behind the
movie's development, and Messrs. Williams and Blaise are counting
on the joint venture stepping up to help revive Digital Domain's
animated feature film venture.

According to Dow Jones, "The Legend of Tembo," the story of an
elephant hauled far from his African home to go to war, was one
month from going into production when restructuring specialists at
FTI Consulting told Florida employees who had arrived for work one
day that they had two hours to grab their possessions and get out.

According to the report, at last week's bankruptcy court hearing,
FTI's Michael Katzenstein portrayed Digital Domain's foray into
the business of producing animated films as the very expensive and
elaborate folly of a company that had slogged along nicely for
years producing special effects for movies like "Titanic."  The
report says Mr. Katzenstein complained "Tembo" absorbed $13
million of the company's money, helping to trigger financial and
human tragedy.

The report notes Messrs. Williams and Blaise disagree, saying
special effects is a thin-margin service business, and that the
real money is in animated features, with nine out of 10 that get
wide release in the U.S. turning a profit.  No one could
reasonably expect a profit from Digital Domain's new studio for
years, they said, and the spending on "Tembo" was within industry
norms.

According to the report, Mr. Blaise said the normal budget for a
top-flight animated feature film is $80 million to $100 million.
It takes three or four years to produce a quality animated film,
but they're money pits until they're on the screen.

                       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,
2012, 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.  The panel has tapped as bankruptcy counsel William D.
Sullivan, Esq., and Seth S. Brostoff, Esq., at Sullivan Hazeltine
Allinson LLC; and H. Jeffrey Schwartz, Esq., and Bennett S.
Silverberg, at Brown Rudnick LLP.


DIGITAL DOMAIN: Brower Piven Starts Investors' Class Suit
---------------------------------------------------------
Brower Piven discloses that a class action lawsuit has been
commenced in the United States District Court for the Southern
District of Florida on behalf of all persons and/or entities who
purchased Digital Domain Media Group, Inc. common stock from
Nov. 18, 2011 through and including Sept. 6, 2012 and on behalf of
members of the Class that purchased or otherwise acquired DDMG
common stock in or traceable to the Company's initial public
offering which commenced on or about Nov. 18, 2011.

The firm announced that if you have suffered a net loss for all
transactions in Digital Domain Media Group, Inc. common stock
during the Class Period, you may obtain additional information
about this lawsuit and your ability to become a lead plaintiff by
contacting Brower Piven at http://www.browerpiven.com,by e-mail
at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower
Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153.  Attorneys at Brower Piven have
combined experience litigating securities and class action cases
of over 60 years.

No class has yet been certified in the above action.  Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than Nov. 19, 2012 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period.  You are not required to have
sold your shares to seek damages or to serve as a Lead Plaintiff.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 and the Securities Act of 1933 by
virtue of the Company's failure to disclose during the Class
Period and/or in connection with its IPO that material negative
information concerning the Company's ability to raise capital and
fund its operations had been withheld, that the Company's
substantial "burn rate" threatened DDMG's ability to continue as a
going concern, and that the Company would be unable to meet its
operating expenses.  According to the complaint, after, on Aug. 1,
2012, it was disclosed that the Company would explore strategic
and financial alternatives, and after the Company filed for
Chapter 11 bankruptcy protection on Sept. 11, 2012, the value of
DDMG shares declined significantly.

                       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,
2012, 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.  The panel has tapped as bankruptcy counsel William D.
Sullivan, Esq., and Seth S. Brostoff, Esq., at Sullivan Hazeltine
Allinson LLC; and H. Jeffrey Schwartz, Esq., and Bennett S.
Silverberg, at Brown Rudnick LLP.


DIGITAL DOMAIN: Sale Order Presented for Judge's Signature
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge told Digital Domain Media Group
Inc. at a hearing Sept. 24 that he will approve the sale of the
principal part of the business to 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.

According to the report, the $36.7 million total value of the
contact includes $3.6 million to cure defaults on contracts and
$2.9 million in reimbursement of payroll costs.  The opening bid
at auction on Sept. 21 was $15 million.  One day following the
Chapter 11 filing on Sept. 11, the bankruptcy judge gave Digital
Domain permission to hold the auction for the provider of visual
effects for the movie industry.  The order that will formally
approval the sale was presented to the court before midnight
Sept. 24.

The report relates that two lawsuits have now been filed against
Digital Domain for firing workers at the facility in Port St.
Lucie, Florida, without giving 60 days' notice required under
federal law known as the Warn Act.  One of the lawsuits says there
are 350 workers who didn't receive required notice.

                        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 appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


DUNE ENERGY: Inks Employment Agreements with Two Executives
-----------------------------------------------------------
Dune Energy, Inc., entered into employment agreements effective
Oct. 1, 2012, with James A. Watt and Frank T. Smith, Jr.

The Employment Agreements provide for Mr. Watt to continue to
serve as the Company's President and Chief Executive Officer, at
an annual base salary of $550,000, subject to adjustment by the
Company's Board of Directors in its sole discretion, and Mr. Smith
to continue to serve as the Company's Senior Vice President and
Chief Financial Officer, at an annual base salary of $306,000,
subject to adjustment by the Board in its sole discretion.

The initial terms of employment under the Employment Agreements
for Mr. Watt and Mr. Smith are 39 months and 27 months
respectively, unless earlier terminated.

In addition to their base salary, Mr. Watt and Mr. Smith are
eligible for a targeted annual bonus equal to 100% and 70%,
respectively, of that officer's then applicable base salary, as
determined by the Board, based upon performance criteria set forth
in the Employment Agreements.

In addition, Mr. Watt and Mr. Smith are being awarded 125,000
shares of common stock of the Company and 100,000 shares of common
stock of the Company, respectively.  The shares of common stock
granted under the Employment Agreements vest over a three year
period, 1/3 each year on the anniversary of the effective date of
the Employment Agreements (Oct. 1, 2012).

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$246.60 million in total assets, $123.28 million in total
liabilities, and $123.31 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


ELPIDA MEMORY: Bondholders Fight for Court Liaison Appointment
--------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Elpida Memory Inc.
bondholders fired back Tuesday after the Japanese chipmaker
objected to their request for the expedited appointment of a
liaison between the U.S. and Japanese courts handling the
company's bankruptcy, claiming immediate action is necessary given
the rapid progress of the foreign proceedings.

Decrying a lack of timely information, bondholders on Friday asked
U.S. Bankruptcy Judge Christopher S. Sontchi, who is overseeing
Elpida's Chapter 15 case in Delaware, to hear their motion to
appoint an intermediary on a shortened basis, Bankruptcy Law360
relates.

                         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.


EMISPHERE TECHNOLOGIES: Defaults on $31.1MM Notes Due MHR Fund
--------------------------------------------------------------
Emisphere Technologies, Inc., said that, as of Sept. 27, 2012, it
will be in default under the terms of the Company's 11% Senior
Secured Convertible Notes issued to MHR Fund Management LLC.
Additionally, as of Sept. 27, 2012, the Company will be in default
under the terms of certain non-interest bearing promissory notes
issued to MHR on June 8, 2010.  These defaults occurred, and are
continuing, as a result of the Company's failure to pay to MHR
approximately $30.5 million in principal and interest due and
payable on Sept. 26, 2012, under the terms of the Senior Secured
Convertible Notes, and the Company's failure to pay to MHR
$600,000 in principal due and payable on Sept. 26, 2012, under the
terms of the MHR 2010 Promissory Notes.

The Company's obligations under the Senior Secured Convertible
Notes are secured by substantially all of the Company's assets,
and MHR has the ability to foreclose on those assets as a result
of the default thereunder.

MHR has not demanded payment under the Senior Secured Convertible
Notes or the MHR 2010 Promissory Notes or exercised its rights
thereunder as a result of the default.  MHR has indicated to the
Company that it is prepared to continue discussions with the
Company regarding proposals relating to the Senior Secured
Convertible Notes and MHR 2010 Promissory Notes and the Company's
default thereunder, while reserving all of its rights under the
Senior Secured Convertible Notes and MHR 2010 Promissory Notes.

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

                        http://is.gd/reqAuX

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at June 30, 2012, showed $2.52 million
in total assets, $64.86 million in total liabilities, and a
stockholders' deficit of $62.34 million.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.


ESSAR STEEL: S&P Affirms 'CCC+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Sault
Ste. Marie, Ont.-based Essar Steel Algoma Inc. (ESA) from
CreditWatch, where they had been placed with developing
implications April 5, 2012.

At the same time, Standard & Poor's affirmed its ratings on ESA,
including its 'CCC+' long-term corporate credit rating. The
outlook is developing.

"Our removal of the ratings from CreditWatch reflects our view of
the completion of ESA's two-year US$350 senior secured term loan,
with the proceeds subsequently being used to repay and terminate
its US$300 million senior secured revolving credit facility," said
Standard & Poor's credit analyst Donald Marleau.

"The ratings on ESA reflect what we view as the company's highly
leveraged financial risk profile, featuring a less-than-adequate
liquidity position, a large debt burden, and thin coverage ratios;
coupled with a vulnerable business risk profile that features an
exposure to volatile end markets and limited operating diversity.
These risks, in our opinion, are somewhat counterbalanced by the
company's better-than-average cost profile," Mr. Marleau added.

"We believe that the corporate credit rating on ESA depends
heavily on two largely uncontrollable external factors--steel
prices and debt markets. While the outlook for North American
steel appears to have recovered modestly from recent trough
levels, ESA's profitability and leverage depend almost entirely
on further upswings in steel prices to support its heavy debt
burden. Secondly, we expect that working-capital funding and long-
term cash flow predictability will be overshadowed by challenges
associated with the company's reliance on volatile capital markets
to refinance several tranches of debt beginning in September
2014," S&P said.

"The developing outlook indicates that we could raise or lower the
ratings over a period of up to two years depending on the progress
ESA makes in addressing its upcoming debt maturities," S&P said.

"We could raise the ratings if the company performs much stronger
than our base case operating expectations in the next several
quarters with its debt-to-EBITDA leverage ratio declining to about
5x with positive free operating cash flows that supplement its
liquidity position. In our view, this could improve ESA's
reception in the capital markets with refinancing transactions
occurring well ahead of mid-2014," S&P said.

"Alternatively, we could lower the ratings on ESA if its weak
profitability restricts the company's access to capital markets.
We believe that ESA will have a limited opportunity to refinance
upcoming debt maturities, the success of which will depend heavily
on contemporary steel prices and capital markets conditions," S&P
said.


FENTURA FINANCIAL: Files Form 15, Halts Filing of Reports
---------------------------------------------------------
Fentura Financial, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission notifying of its suspension of its duty
under Section 15(d) to file reports required by Section 13(a) of
the Securities Exchange Act of 1934 with respect to its common
stock.  There were only 800 holders of the common shares as of
Sept. 24, 2012.

The Company's board of directors has determined that the Company
would benefit from that action by eliminating significant costs,
including fees and expenses relating to the preparation and filing
of periodic reports with the Commission, and by permitting
management to spend less time on report preparation, which will
allow them to devote full attention and effort to the Company's
operations.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on Nov. 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by Jan. 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.

The Company reported a net loss of $1.51 million in 2011, compared
with a net loss of $5.38 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$297.87 million in total assets, $283.52 million in total
liabilities and $14.34 million in total stockholders' equity.


FIELD FAMILY: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Field Family Associates, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania a list of its 20 largest
unsecured creditors, disclosing:

Name of Creditor               Nature of Claim    Amount of Claim
----------------               ---------------    ---------------
Hilton Hotels Corporation      Franchisor           $582,925.29
4649 Paysphere Circle
Chicago, IL 60674-4649

Jetway Security &
  Investigations, LLC          Security Service      $31,976.67
JFK International Airport
Bldg. 76, Suite 7
Jamaica, NY 11430

Con Edison                     Electricity           $30,317.84
JAF Station
P.O. Box 1701
New York, NY 10116-1701

Sysco Metro NY, LLC            Breakfast Items       $15,518.43
20 Theodore Conrad Drive
Jersey City, NJ 07305-4614

Hip Health Insurance Plan
  of Greater NY                Employee & Medical
P.O. Box 9329, G.P.O             Insurance           $15,274.50
New York, NY 10087-9329

Ollie Cherniahivsky
  & Associates                 Architect             $14,481.34
1022 Spruce St.
Philadelphia, PA 19107

NY Fire Consultants, Inc.      Fire Equipment
165 Mc Baine Avenue              testing              $3,000.00
Staten Island, NY 10309

Guest Supply                   Guest Supplies &
P.O. Box 910                     Amenities            $2,817.32
Monmouth Junction, NJ 08852-0910

Capital Supply Company         Laundry & Cleaning
620 12th Avenue                  Supplies             $2,676.04
New York, NY 10036-1004

Fujitec New York               Elevator Maintenance   $2,637.78
215 Entin Road
Clifton, NJ 07014

Ernst & Young                  Legal Services         $2,500.00
5 Times Square, 17th Fl
New York, NY 10036

Design Communications Inc.     Telephone Equip.
                                 Maintenance          $2,062.95

The Brickman Group Ltd., LLC   Landscaping            $1,124.22

Penn Glass Enterprises, Ltd.   Glass
                                 repair/Installation  $1,012.54

Office Depot                   Stationer Supplies       $493.86

Industrial Television          Flight Monitor           $428.97
  Services, Inc.

Idlewild Best Hardware         Maintennce Supplies      $277.27

All County Pest Control, Inc.  Exterminating            $163.31

FedEx                          Express Mail             $121.77

IBI Armored Services, Inc.     Armored car service       $82.75

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  The Court
entered an order for Chapter 11 relief on Sept. 12, 2012.  The
Debtor is a limited liability company organized under the laws of
the State of New York that operates a Hampton Inn hotel at 144-10
135th Avenue, Jamaica, New York.  Judge Stephen Raslavich presides
over the case.  The involuntary petitioners were not represented
by a lawyer.


FIELD FAMILY: Hiring Dilworth Paxson as Bankruptcy Counsel
----------------------------------------------------------
Field Family Associates, LLC, d/b/a JFK Hampton Inn asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania for
authority to employ Dilworth Paxson LLP as its counsel, nunc pro
tunc to Sept. 12, 2012.

Dilworth will render these professional services:

  a. providing the Debtor with legal services with respect to its
     powers and duties as a debtor-in-possession;

  b. preparing on behalf of the Debtor or assisting the Debtor in
     preparing all necessary pleadings, motions, applications,
     complaints, answers, responses, orders, United States Trustee
     reports, and other legal papers;

  c. representing the Debtor in any matter involving contests with
     secured or unsecured creditors, including the claims
     reconciliation process;

  d. assisting the Debtor in providing legal services required to
     prepare, negotiate and implement a plan of reorganization;
     and

  e. performing all other legal services for the Debtor which may
     be necessary, other than those requiring specialized
     expertise for which special counsel, if necessary, may be
     employed.

The Debtor proposes to pay Dilworth its customary hourly rates.

The Debtor believes that Dilworth does not have any connection
with or interest adverse to the Debtor, the Debtor's creditors,
any other party-in-interest, or the Office of the United States
Trustee or its respective attorneys.

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  The Court
entered an order for relief on Sept. 12, 2012.  The Debtor is a
limited liability company organized under the laws of the State of
New York that operates a Hampton Inn hotel at 144-10 135th Avenue,
Jamaica, New York.  Judge Stephen Raslavich presides over the
case.  The involuntary petitioners were not represented by a
lawyer.


FIRST NIAGARA: Current Capital Position Cues Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings has downgraded the long-term and short-term Issuer
Default Ratings (IDR) of First Niagara Financial Group, Inc.
(FNFG) and its subsidiaries at 'BBB-' and 'F3', respectively.  The
Rating Outlook is revised to Negative.  Prior to the downgrades
the ratings were on Rating Watch Negative.

The downgrade and Negative Outlook reflects Fitch's view that
FNFG's current capital position (following the closing of its HSBC
acquisition and the balance sheet restructuring) is considered
lean providing limited flexibility should challenges arise given
significant loan growth through acquisitions in recent periods and
heightened integration risks.  Further, Fitch believes the
company's capital build may be prolonged versus the agency's
initial expectations.  Although FNFG's core operating revenues
continue to be satisfactory, in Fitch's view, forecasted earnings
may be complicated by the difficult economic and low interest rate
environment.

Additionally, FNFG's capital position is much lower than
similarly-rated peers and most of Fitch's U.S. rated financial
institutions from a tangible common equity (TCE) position and a
regulatory capital standpoint.  FNFG's Tier 1 Common Ratio, TCE
and Tier 1 RBC totaled 7.41%, 5.69%, and 9.40% for 2Q12,
respectively.  For 'BBB' rated U.S. Banks, Fitch Core Capital/RWA
(which is a similar measure to Tier 1 Common) average is 13.08%,
TCE average is 9.08% and Tier 1 TBC is 13.73% for 2Q12.  FNFG
estimates that Tier 1 Common Ratio under Basel III would be
reduced by 20-25 bps based at June 30, 2012.

Fitch notes that the company's risk profile has also modestly
increased given riskier investment securities such as CLO holdings
and the loan portfolio mix has shifted to more commercially-
oriented loans.  The company has also increased its lending
activities in highly leveraged transactions, asset-based lending,
credit cards, indirect auto, and syndicated loans.  Given economic
uncertainties, credit losses may increase from historical
standards.

To date, asset quality is solid and remains a rating strength.
Despite the credit downturn, FNFG's NCOs and NPAs (which includes
troubled debt restructuring and acquired loans) stood at 0.36% and
1.64% for 2Q12.  Fitch also notes that FNFG's loan book has an
estimated 3% credit mark.  Although, Fitch believes NCOs will
increase from historical performance given commercial loan growth,
it is expected to remain manageable.

Fitch views positively that FNFG recently restructuring its
investment securities book to reduce its interest rate risk
related to MBS holdings.  However, the company still maintains a
sizeable securities book accounting for 33% of total assets at
June 30, 2012.  Although prepayment risk was reduced, reinvestment
of future cashflows is expected to generate lower yields given
rate environment.

FNFG's holding company position is considered ample to support its
debt obligations and common dividend.  At June 30, 2012, FNFG's
parent company had $446 million in cash to service about $47
million of interest and operating expenses and about $111 million
in common dividend.  The company expects to manage holding company
liquidity with a minimum debt service coverage ratio of 2x.

Rating Sensitivities

Positive rating action or a return to a Stable Outlook may ensue
should the company improve its capital position to peer averages,
absent any negative asset quality trends and decline in
profitability measures.

Although considered unlikely, a downgrade would be possible should
FNFG announce an acquisition in the near term, manage its capital
more aggressively and/or experience a change in credit quality
trends materially worse than Fitch's expectations.

Fitch downgrades the following ratings with a Negative Outlook:

First Niagara Financial Group, Inc

  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-Term IDR to 'F3' from 'F2';
  -- Senior Unsecured to 'BBB-' from 'BBB'
  -- Preferred stock to 'B' from 'B+';
  -- Subordinated debt to 'BB+' from 'BBB-';
  -- Viability to 'bbb-' from 'bbb'.

First Niagara Bank

  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term deposits to 'F3' from 'F2';
  -- Short-Term IDR to 'F3' from 'F2';
  -- Viability to 'bbb-' from 'bbb'.

First Niagara Commercial Bank

  -- Long-term deposits to 'BBB' from 'BBB+';
  -- Long-term IDR to 'BBB-' from 'BBB';
  -- Short-term deposits to 'F3' from 'F2';
  -- Short-Term IDR to 'F3' from 'F2';
  -- Viability to 'bbb-' from 'bbb'.

Fitch has affirmed the following ratings:

First Niagara Financial Group

  -- Support at '5';
  -- Support Floor at 'NF'.

First Niagara Bank

  -- Support at '5';
  -- Support Floor at 'NF'.

First Niagara Commercial Bank

  -- Support at '5';
  -- Support Floor at 'NF'.


FISHER ISLAND: Stipulates to Hogan Lovells as Bankruptcy Counsel
----------------------------------------------------------------
Alleged Debtor Fisher Island Investments, Inc., stipulates to the
substitution of John F. O'Sullivan, Esq., and the firm of Hogan
Lovells US LLP, 200 S. Biscayne Blvd., 4th Floor, Miami, FL 33131
for Joseph L. Rebak, Esq, and the firm of Tews Cardenas LLP, Four
Seasons Tower, 1441 Brickell Avenue, 15th Floor, Miami FL 33131 as
counsel in the Alleged Debtor's involuntary Chapter 11 case.

All future pleadings, motions, notices, correspondence and other
papers should be directed to:

          John F. O'Sullivan, Esq.
          Hogan Lovells US LLP
          200 South Biscayne Blvd., 4th Floor
          Miami, FL 33131
          Tel: (305) 459-6500
          Fax: (305) 459-6550
          E-mail: john.osullivan@hoganlovells.com

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner.


FISHER ISLAND: Petitioning Creditors Ask Court to Dismiss Cases
---------------------------------------------------------------
Petitioning creditors Solby+Westbrae Partners, 19 SHC Corp., Ajna
Brands Inc., 601/1700 NBC LLC, Axafina Inc., and Oxana Adler, LLM,
gave notice that they withdraw their respective petitions and
further confirm that they are not prosecuting or seeking an order
for relief in alleged debtors Fisher Island Investments, Inc., et
al.'s involuntary bankruptcy cases.  In view of this, Petitioning
Creditors request that the U.S. Bankruptcy Court for the Southern
District of Florida dismiss their involuntary petitions and the
Alleged Debtors's bankruptcy cases.

Petitioning Creditors tell the Court that in the nearly a year and
a half that the request for relief has proceeded, the petitions
have not been resolved and are not any closer to their resolution
than at the time of their filing due to extensive litigation
regarding ownership and control of the Alleged Debtors.
Essentially, according to papers filed with the Court, the only
substantive litigation regarding the Petitioning Creditors'
petitions and order for relief consisted of the Redmond Group's
request for bonds pursuant to 11 U.S.C. Section 303(e).  In fact,
even though the Petitioning Creditors did not post the bonds, the
Alleged Debtors resisted the dismissal of the involuntary
petitions.

"Further, while a justiciable controversy existed at the time of
the filing of the petitions, there is no pending controversy
before the Court regarding the relief sought by the
involuntary petitions because four out of six Petitioning
Creditors no longer have claims against the Alleged Debtors.
Hence, further protraction of the case serves no purpose and
unnecessarily spends the resources of the parties and this Court."

                        About Fisher Island

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
Ltd. (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner.


FTMI REAL ESTATE: Emeritus to Lead Auction; Shefaor Quits
---------------------------------------------------------
FTMI Real Estate, LLC, and FTMI Operator, LLC, d/b/a The Lenox on
the Lake, will proceed to next week's auction of their assisted
living facility with another stalking horse bidder.

The Debtors have informed the Bankruptcy Court they have struck a
deal with Emeritus Corporation and its affiliate Lenox Care Group,
LLC, to be the lead bidder after the original stalking horse
bidder, Shefaor Develoment, LLC, withdrew on Sept. 2, 2012, within
the due diligence period.  The Debtors reached an agreement with
Emeritus on Sept. 7.

Competing bids are due Oct. 1.  If rival offers are received, the
Debtors will hold an auction the next day at the Fort Lauderdale,
Fla., law offices of Rice Pugach Robinson and Schiller.  The
auction was originally set at the offices of Fort Lauderdale
offices of Genovese Joblove & Battista, P.A., counsel to Shefaor.
A hearing to approve the sale is set for Oct. 4.  The Debtors
intend to close the sale by Oct. 16.

Two days after filing for bankruptcy, the Debtors sought approval
to sell their assets to Shefaor, subject to higher and better
offers, for $13 million, subject to a $400,000 carve out.  The
Debtors proposed that other potential bidders must offer no less
than $13.35 million.  The Debtors proposed to pay the stalking
horse bidder a $260,000 "Break-Up Fee" in the event it is not the
Successful Bidder.

Donald F. Walton, the United States Trustee for Region 21, had
objected to the sale.  Damaris Rosich-Schwartz, Esq., representing
the U.S. Trustee, expressed concern that the Debtors were seeking
approval of bidding procedures so early in the case.  The U.S.
Trustee also said the Debtors failed to disclose specific
marketing efforts and whether the Stalking Horse Bidder has the
qualifications to provide the necessary health care services to
the patients-residents.

The U.S. Department of Housing & Urban Development is the holder
of a $25 million mortgage on the Debtors' 139-bed facility.  The
sale is intended to transfer the property to the buyer free of the
HUD mortgage.

Seattle-based Emeritus Corporation (NYSE: ESC) --
http://www.emeritus.com/-- is a national provider of senior
living services.  Emeritus has more than 28,000 employees serving
residents at 477 communities throughout 44 states coast to coast.

                       About FTMI Real Estate

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

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

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


FTMI REAL ESTATE: U.S. Trustee Appoints Patient Care Ombudsman
--------------------------------------------------------------
Donald F. Walton, United States Trustee, has appointed a Patient
Care Ombudsman for FTMI Operator, LLC (Case No. 12-29215-BKC-RBR):

         Michael Karban
         P.O. Box 7642
         Fort Lauderdale, FL 33338
         Tel: (954) 662-6256

Section 333 of the Bankruptcy Code provides that the Patient Care
Ombudsman will:

     1) monitor the quality of patient care provided to patients
        of the debtor, to the extent necessary under the
        circumstances, including interviewing patients and
        physicians;

     2) not later than 60 days after the date of this appointment,
        and not less frequently than at 60-day intervals
        thereafter, report to the court after notice to the
        parties-in-interest, at a hearing or in writing, regarding
        the quality of patient care provided to patients of the
        debtor;

     3) if such ombudsman determines that the quality of patient
        care provided to patients of the debtor is declining
        significantly or is otherwise being materially
        compromised, file with the court a motion or a written
        report, with notice to the parties in interest immediately
        upon making such determination; and

     4) will maintain any information obtained by the ombudsman
        under section 333 of the Bankruptcy Code that relates to
        patients (including information relating to patient
        records) as confidential information.  Such ombudsman may
        not review confidential patient records unless the court
        approves such review in advance and imposes restrictions
        on such ombudsman to protect the confidentiality of such
        records.

The Bankruptcy Court earlier authorized the U.S. Trustee to
appoint a patient care ombudsman, overruling the objection of the
Debtors.  At the onset of the case, FTMI Operator argued the
appointment of a patient care ombudsman is unnecessary, saying it
has been operating the assisted living facility since 2009 and
there is no conduct or circumstances which would require an
ombudsman.

                       About FTMI Real Estate

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

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

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


GENE CHARLES: Court OKs Mazur Kraemer as Local Counsel
------------------------------------------------------
Gene Charles Valentine sought and obtained approval from the
U.S. Bankruptcy Court to employ Mazur Kraemer Business Law as
Chapter 11 counsel.

The Debtor also filed an application to employ Weir & Parners LLP,
as co-counsel.  W&P will assist and consult with the Debtor's lead
and local counsel Mazur Kraemer Business Law for these purposes:

  a. providing legal assistance and counseling with respect to the
     Chapter 11 case;

  b. providing legal advice with respect to assisting Debtor in
     the preparation of the Plan of Reorganization and Disclosure
     Statement;

  c. providing legal assistance with respect to Confirmation of
     the Plan of Reorganization; and

  d. performing all other legal services for the Debtor that may
     be necessary and proper in the proceedings.

                   About Gene Charles Valentine

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

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

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

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


GHC NY CORP: Romanoff Company Files for Chapter 11 in Manhattan
---------------------------------------------------------------
GHC NY Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
12-14031) on Sept. 25, 2012.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.

The Debtor, according to a court filing, sought Chapter 11
protection after Robert Romanoff determined that the attempt of
Gerald Romanoff to transfer title to the Company's most valuable
asset, the real property and improvements located at 53-61
Gansevoort Street, new York, New York, for inadequate
consideration, would permanently impair the Company's ability to
pay its debts as they come due.

The resolution authorizing the bankruptcy filing also said that
the pending foreclosure proceeding against the Manhattan property
and the real property and improvements located at 501-511 Church
Avenue, Brooklyn, New York, without proper defenses thereto may
cause irreparable harm to the company.

Robert R. Leinwand, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck P.C., in New York, serves as counsel.


GLOBAL AVIATION: Seeks Court OK for CBA Amendment
-------------------------------------------------
BankruptcyData.com reports that North American Airlines filed with
the U.S. Bankruptcy Court a motion for authority to enter into
amendments to its collective bargaining agreement with the Air
Line Pilots Association.

The Debtors assert, "The Agreement is the final piece in the
Debtors' labor puzzle. It provides savings consistent with the
Debtors' business plan and the Debtors' obligations to the other
union groups who agreed to concessions, and extends the CBA, as
modified, for five years, which will provide North American with
substantial stability as a reorganized entity. The Agreement is a
fair and appropriate resolution of what would otherwise be hotly
contested proceedings under section 1113 of the Bankruptcy Code,
and is well within North American's business judgment."

                       About Global Aviation

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

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

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

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

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

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

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


GOE LIMA: Clawback Lawsuit Against Lippincott Goes to Trial
-----------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple denied the motion for partial
summary judgment filed by Ronald E. Gold, the Liquidating Trustee
for GOE Lima LLC, in his clawback lawsuit against Lippincott-Ace
Electric Co.  In his complaint, the trustee seeks to avoid certain
prepetition transfers to the Defendant as preferential transfers
under 11 U.S.C. Sec. 547 (Count I) or, in the alternative, as
fraudulent transfers under 11 U.S.C. Sec. 548 (Count II) and under
11 U.S.C. Sec. 544 and Ohio Revised Code, Chapter 1336 (Count IV),
and to recover the avoided transfers pursuant to 11 U.S.C. Sec.
550 (Count V).  The trustee also alleges a claim for avoidance of
post-petition transfers under 11 U.S.C. Sec. 549 (Count III) and
for disallowance of claims of the Defendant against the Debtor's
bankruptcy estate pursuant to 11 U.S.C.. Sec. 502(d) (Count VI).
The Plaintiff moves for summary judgment on Counts I and V only.

The Debtor's business relationship with Defendant commenced in May
2008.  The Defendant's accounts receivable ledger shows that on
Sept. 23, 2008, the Debtor owed the Defendant $259,716.36 and that
the Debtor paid the Defendant $25,000, reducing the balance to
$234,716.  The Debtor also paid $36,454.73 on Oct. 10, 2008,
further reducing the balance owed to the Defendant to $198,261.63.

According to Judge Whipple, the Court cannot conclude that the
Transfers resulted in the Defendant receiving more than it would
have had it received its pro rata share on liquidation of the
estate.  Pursuant to the Transfers made by the Debtor, the
Defendant received only a fraction of the total amount owed it by
the Debtor.  Unlike a situation where the Debtor would have
received full payment of the debt owed to it, without some
evidence of what the Debtor's pro rata share would be had the
transfer not been made, a genuine issue exists for trial as to
whether the Debtor received more than he would have received in a
Chapter 7 case, and the Plaintiff is not entitled to summary
judgment on his preference claim.

For the same reason, to the extent that Plaintiff's Motion seeks
partial summary judgment on Count V of the Complaint for recovery
under 11 U.S.C. Sec. 550 based upon the Transfers being avoided
under Sec. 547, his Motion will be denied.  Although the Defendant
offers evidence in support of affirmative defenses asserted under
Sec. 547(c), the Court does not address those defenses.

The lawsuit is, Ronald E. Gold, Liquidating Trustee, Plaintiff, v.
Lippincott-Ace Electric Co., Defendant, Adv. Proc. No. 10-3299
(Bankr. N.D. Ohio).  A copy of the Court's Sept. 25, 2012
Memorandum of Decision and Order is available at
http://is.gd/DmWbVKfrom Leagle.com.

                        About GOE Lima

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operated an ethanol production
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Taft Stettinius & Hollister
LLP served as the Debtor's proposed bankruptcy counsel.  In its
Chapter 11 petition, the Debtor estimated assets and debts between
$100 million to $500 million.

Greater Ohio Ethanol was authorized by the Bankruptcy Court to
sell its ethanol facility to Paladin Ethanol Acquisition LLC for
$5.75 million cash and a note for $15.05 million the buyer may
repurchase for as little as $2.5 million.  Bloomberg News notes
the plant cost $117 million to build.  There were no acceptable
bids by the original Dec. 15, 2008 deadline set by the Bankruptcy
Court.

On July 8, 2010, the Court entered an order confirming the
Debtor's First Amended Joint Plan of Liquidation.


GRATON ECONOMIC: S&P Gives 'B' Issuer Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned Rohnert Park, Calif.-
based Graton Economic Development Authority (the Authority) its
'B' issuer credit rating. The rating outlook is stable. The
Authority is a wholly owned unincorporated instrumentality of the
Federated Indians of Graton Rancheria (the Tribe).

"At the same time, we assigned the Authority's $375 million senior
secured term loan due 2018 and $450 million in senior secured
notes due 2019 our 'B' issue-level rating (the same as our issuer
credit rating). The senior secured term loan and senior secured
notes are pari passu. The Authority also raised a $25 million
priority revolving credit facility, which we will not rate.
Additionally, pro forma for the transaction, the Authority will
have $50 million outstanding in a management loan (manager loan),
which is held by a subsidiary of Station Casinos LLC and will be
subordinated to the senior secured notes and senior secured term
loan," S&P said.

"We do not assign recovery ratings to Native American debt issues
because there are sufficient uncertainties surrounding the
exercise of creditor rights against a sovereign nation, including
whether the Bankruptcy Code would apply, whether a U.S. court
would ultimately be the appropriate venue to settle such a matter,
and to what extent a creditor would be able to enforce any
judgment against the sovereign nation," S&P said.

The company plans to use proceeds from the proposed transaction
to:

-- Fund the development and construction of the Graton Resort and
    Casino (the casino);

-- Establish an interest reserve to fund debt service during the
    construction period and the first several months following the
    opening of the casino;

-- Repay $175 million of the outstanding manager loan;

-- Fund ongoing Tribal costs; and

-- Fund transaction fees and expenses.

"Our 'B' issuer credit rating on the Authority reflects our
assessment of its business risk profile as 'weak' and its
financial risk profile as 'highly leveraged,' according to our
criteria," S&P said.

"Our assessment of the business risk profile as weak reflects the
vulnerability of new gaming projects to uncertain demand and
difficulties managing initial costs, which can lead to poor
profitability during the first several months of operations, as
well as the Authority's reliance on a single asset to meet debt
service needs," said Standard & Poor's credit analyst Michael
Halchak.

"These risks are somewhat mitigated by our expectation for the
property to be the highest asset quality in proximity to the San
Francisco market, a somewhat protected market position, and an
experienced property manager in Station. However, although there
are approximately 2.1 million adults within a 60-minute drive of
the property, we see some risk in the fact that the adult
population within 30 minutes of the property is only about 354,000
people," S&P said.

"Our assessment of the Authority's financial risk profile as
highly leveraged reflects a large debt burden and the challenge
that new casino properties often face when trying to ramp up cash
flow quickly enough to satisfy fixed charges. Despite these risks,
we are forecasting that the property will generate excess cash
flow to facilitate deleveraging, beginning in its first full year,
and have EBITDAM (earnings before interest depreciation and
management fees) coverage of interest in the high-1x area at the
end of 2014, reaching the high-2x area at the end of 2016," S&P
said.


GRAY TELEVISION: Senior Notes Offering Increased to $300 Million
----------------------------------------------------------------
Gray Television, Inc., has priced its offering of $300 million
aggregate principal amount of 7.500% senior notes due 2020.  This
represents an increase of $50 million over the amount previously
announced.  The Notes were priced at 99.266% of par.  The
Company's existing, and certain future, subsidiaries will
guarantee the Notes on a senior unsecured basis.  The sale of the
Notes is expected to be completed on Oct. 9, 2012, subject to
customary closing conditions.

The Company intends to use the net proceeds from the offering of
the Notes to (i) repurchase for cash a portion of the Company's
outstanding 10 1/2% senior secured second lien notes due 2015
pursuant to a previously announced cash tender offer by the
Company and (ii) pay related fees and expenses.  If the Company
does not use all of the proceeds from the offering of Notes to
repurchase 2015 notes pursuant to the tender offer for any reason,
the Company intends to use the remaining proceeds from the
issuance of the Notes to (i) redeem the outstanding shares of the
Company's Series D perpetual preferred stock and (ii) repay a
portion of the term loans outstanding under the Company's senior
credit facility.

Gray also increased the size of its previously announced cash
tender offer.  Under the terms of the upsized Tender Offer, the
Company is offering to purchase up to $268.5 million in aggregate
principal amount of its outstanding 10 1/2% senior secured second
lien notes due 2015.  The Maximum Tender Amount had previously
been set at $225.0 million.  Other than the new Maximum Tender
Amount, the other terms and conditions of the Tender Offer remain
unchanged.

Gray reserves the right, but is not obligated, to further increase
the Maximum Repurchase Amount.

Gray's obligation to accept for purchase, and to pay for, Notes
validly tendered and not properly withdrawn pursuant to the Tender
Offer is subject to the satisfaction or waiver of certain
conditions, including (i) Gray completing an offering of debt
securities in an amount and on terms reasonably satisfactory to
Gray and (ii) the entry by Gray into an amendment to Gray's senior
credit facility that would allow it to complete the repurchase of
Notes in the Tender Offer.  Gray is not soliciting consents from
holders of Notes in connection with the Tender Offer.

None of Gray, its board of directors, the dealer managers or the
information agent and tender agent makes any recommendation in
connection with the Tender Offer.

Gray has engaged BofA Merrill Lynch and Wells Fargo Securities,
LLC as the Dealer Managers for the Tender Offer.  Persons with
questions regarding the Tender Offer should contact BofA Merrill
Lynch at (888) 292-0070 or Wells Fargo Securities, LLC at (866)
309-6316.

The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase and related Letter of
Transmittal, copies of which may be obtained from D.F. King & Co.,
Inc., the Information Agent and Tender Agent for the Tender Offer,
at (800) 431-9633.

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at June 30, 2012, showed $1.24 billion
in total assets, $1.08 billion in total liabilities, $24.99
million in series D perpetual preferred stock, and $135.12 million
total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  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.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


HERITAGE CONSOLIDATED: Has Use to Cash Collateral Until Sept. 30
----------------------------------------------------------------
Debtors Heritage Consolidated, LLC, and Heritage Standard
Corporation, together with the Official Committee of Unsecured
Creditors of the Debtors, have stipulated to the Debtors'
continued use of cash collateral until Sept. 30, 2012, to pay the
items and amounts set forth in the monthly operating budget.

Pursuant to the terms of the Cash Collateral Order dated March 11,
2011, which authorized the Debtors to use Cash Collateral until
March 31, 2011, the Debtors and the Committee are authorized to
extend the use of Cash Collateral by written agreement with the
Bankruptcy Court.

Stipulations have been previously filed with the Court for the
monthly periods through and including August 2012.

                    About Heritage Consolidated

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

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

Attorneys at Munsch Hardt Kopf & Harr, P.C., and Rochelle
McCullough, LLP as counsel.

Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, represents the
Official Committee of Unsecured Creditors as counsel.


HOVNANIAN ENTERPRISES: Signs Underwriting Pact with J.P. Morgan
---------------------------------------------------------------
Hovnanian Enterprises, Inc., K. Hovnanian Enterprises, Inc., the
Company's wholly-owned subsidiary, and the subsidiary guarantors
named therein entered into an Underwriting Agreement, with J.P.
Morgan Securities LLC, Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC, relating to a public offering of
90,000 6.00% Exchangeable Note Units, each with a stated amount of
$1,000.  Pursuant to the terms of the Underwriting Agreement, K.
Hovnanian granted the Underwriters a 13-day option to purchase up
to an additional 10,000 Exchangeable Note Units to cover over-
allotments, if any (which option was exercised in full by the
Underwriters on Sept. 24, 2012).  A copy of the Underwriting
Agreement is available for free at http://is.gd/uNWuqC

Also on Sept. 19, 2012, the Company, K. Hovnanian and the
subsidiary guarantors entered into a Purchase Agreement, with
Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities LLC, relating to a private placement
pursuant to Rule 144A and Regulation S under the Securities Act of
1933 of $577,000,000 aggregate principal amount of 7.25% Senior
Secured First Lien Notes due 2020 and $220,000,000 aggregate
principal amount of 9.125% Senior Secured Second Lien Notes due
2020 guaranteed by the Company and certain of its subsidiaries.
The First Lien Notes and the guarantees thereof will be secured by
a first-priority lien on substantially all of K. Hovnanian's, the
Company's and the other guarantors' assets and the Second Lien
Notes and the guarantees thereof will be secured by a second-
priority lien on substantially all of K. Hovnanian's, the
Company's and the other guarantors' assets, in both cases subject
to permitted liens and certain exceptions.  A copy of the Purchase
Agreement is available for free at http://is.gd/XGbE0K

                    About Hovnanian Enterprises

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

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

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

                           *     *     *

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

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

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


IFINIX FUTURES: CFTC Wants Brokerage Banned From Trading
--------------------------------------------------------
The U.S. Commodity Futures Trading Commission filed a civil
enforcement action against registered independent introducing
broker iFinix Futures, Inc., based in Plainview, N.Y., and
iFinix's senior executive officer, Benhope Marlon Munroe of New
Milford, Conn. iFinix has also done business under the name Pro-
Active Futures.

The CFTC complaint, filed in the U.S. District Court for the
Eastern District of New York, charges the defendants with making
false statements to, and concealing material facts from, the
National Futures Association (NFA), the futures industry self-
regulatory organization which is registered as a futures
association with the CFTC.  The complaint also charges defendants
with failing to meet minimum financial requirements for an
independent introducing broker.

Specifically, the complaint alleges that, in and around July 2011,
during an audit by the NFA, Munroe, while acting on behalf of
iFinix, willfully made false statements and provided falsified
bank documents to the NFA to conceal iFinix's failure to maintain
adequate capital.  According to the complaint, the defendants
falsely represented that iFinix had $60,000 in available cash and
provided bank account documents that had been altered to conceal
the fact that iFinix did not have such cash.

In addition, the complaint alleges that iFinix, with Munroe as its
controlling person, failed to maintain adequate capital, failed to
maintain required records, and failed to cease doing business as
an independent introducing broker and provide notice to the NFA,
futures commission merchants, and customers as soon as it knew or
should have known that it had inadequate capital.

In its continuing litigation, the CFTC seeks civil monetary
penalties, a return of ill-gotten gains, trading and registration
bans, and permanent injunctions against further violations of the
federal commodities laws charged.

The CFTC thanks the NFA for its cooperation and assistance.

CFTC Division of Enforcement staff members responsible for this
case are Douglas K. Yatter, Lara Turcik, Christopher Giglio, Manal
M. Sultan, Lenel Hickson, Jr., Stephen J. Obie, and Vincent A.
McGonagle.


IPREO HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B' rating outlook
on Ipreo Holdings LLC to positive from stable. Existing ratings on
the company, including the 'B' corporate credit rating, were
affirmed.

"Our 'B' corporate credit rating on Ipreo Holdings reflects its
narrow business focus, competition from much larger competitors
with greater financial resources, and its revenue sensitivity to
both changes in debt and equity securities issuance volume, and
financial markets and interest rate volatility," said Standard &
Poor's credit analyst Daniel Haines.

These risks underscore Standard & Poor's Ratings Services'
assessment of Ipreo's business risk profile as "weak" (based on
S&P's criteria). "We regard the financial risk profile as 'highly
leveraged,' reflecting the company's high debt to EBITDA (adjusted
for operating leases) of 5.5x, based on the trailing-12-month
EBITDA as of June 30, 2012."

"Ipreo is a financial services technology, research, and data
provider. The company operates in three segments: capital markets
(50% of revenue for the 12 months ended June 30, 2012), research,
sales & trading (RS&T) (24%), and corporate (26%). The capital
markets segment provides software workflow solutions to automate
debt, equity and municipal securities marketing, issuance, and
purchase. The company's revenue, especially from municipal debt
issuances, is highly dependent on new issuance transaction volumes
and activity levels at its large investment banking and brokerage
clients. We estimate approximately 50% to 60% of revenues in the
capital markets segment are transaction related--and therefore
inherently variable. The RS&T and corporate segments provide
client relationships, market intelligence, and analytics products
and solutions to the investment community and corporate investor
relations groups. These segments are less sensitive to capital
market volumes, serve a broader client base than the capital
markets segment, and offer a degree of stability. About 85% of
revenues across these two segments are subscription based," S&P
said.

"We believe the embedded nature of Ipreo's software products and
services, and expanding market opportunities, will support revenue
growth over the balance of 2012 and in 2013. We also believe that
debt issuance could continue to be strong with significant
corporate debt funding needs, low interest rates, and healthy
investor appetite. According to the Securities Industry and
Financial Markets Association, U.S. municipal issuance has
increased by over 50% year to date through August 2012. For 2013,
we expect capital markets activity to be flat or modestly higher
than 2012 levels," S&P said.


J T THOMPSON: Lawyer Won't Get Paid for Violating Disclosure Rules
------------------------------------------------------------------
Bankruptcy Judge Peter Carroll denied the Amended First and Final
Application for Compensation and Reimbursement of Expenses of the
Law Offices of Vincent W. Davis, counsel for J.T. Thompson, USA,
after the law firm violated the disclosure requirements of 11
U.S.C. Section 329(a) and Fed.R.Bankr.P. 2016(b).

Davis certified in its Rule 2016(b) Disclosure that the firm (1)
had not received any compensation for legal services rendered, or
to be rendered on behalf of Thompson in contemplation of or in
connection with the bankruptcy case; (2) had agreed to accept no
compensation for such services; and (3) that the balance due on
the date of bankruptcy for such services was zero.  That statement
was false.  Davis had, in fact received at least a $25,000
retainer prior to bankruptcy, and had deducted the sum of $2,275
from its retainer as compensation for pre-petition services
rendered to Thompson in contemplation of or in connection with its
bankruptcy case.  Davis did not correct or supplement its Rule
2016(b) Disclosure until after the Court reminded Davis of the
strict requirements of FRBP 2016(b) at the status conference on
July 11, 2012, and the case converted to chapter 7.  Davis also
presented false information regarding the retainer in its original
employment application, stating under penalty of perjury that it
had received a $40,000 retainer from Thompson prior to bankruptcy.

Davis then compounded the inaccurate disclosures by conflicting
representations at the status conference at which Artin T.
Derohanian, who appeared for Thompson on behalf of the Davis firm,
(1) initially stated that the firm had not, to his knowledge,
received any pre-petition retainer; (2) then stated that Davis had
not received a $40,000 prepetition retainer, but had in fact
received a $25,000 retainer prior to the filing of the petition
and intended to seek an additional $15,000 retainer at a later
date; and (3) then stated that Davis had, in fact, received a
$40,000 prepetition retainer when it had not.

Davis's request for final allowance and payment of $22,725 in
fees, plus $1,803.55 in expenses is denied, and Davis is ordered
to disgorge and turn over to the Chapter 7 trustee for Thompson
the balance of its retainer in the amount of $22,725 for the
benefit of the estate.

The United States trustee and Alberta P. Stahl, the Chapter 7
Trustee for Thompson, object to Davis' fee request.

A copy of the Court's Sept. 25, 2012 Memorandum Decision is
available at http://is.gd/LE4Cwdfrom Leagle.com.

J.T. Thompson, USA, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 12-26473) on May 9, 2012.  Thompson's petition was
signed by Chin-Ming Tsai, Sr., as President and CEO of the
corporation.

On May 23, 2012, Thompson filed a Summary of Schedules, Schedules
A through H, Statement of Financial Affairs, Statement of Related
Cases, and a Disclosure of Compensation of Attorney for Debtor.
The information contained in Thompson's schedules was conflicting
and incorrect.  The schedules named creditors that were not
identified on the verified creditor matrix originally filed with
the court.  In Schedule A, Thompson listed as one of its only two
significant assets the real property at 17053 Foothill, Blvd.,
Fontana, California, valued at $1,006,732.  In Schedule D,
Thompson disclosed Royal Business Bank as the holder of a claim in
the amount of $1,222,286 secured by an "interest" in vacant land
in Fontana, California -- presumably the Foothill Property.
Thompson then valued the property in Schedule D at $1,000,000.
Thompson disclosed its other significant asset in Schedule B(16)
as ownership of an account receivable in the amount of $112,784.
The disclosure contained the following notation: "Amount of cash
is "frozen" by state court order[.] See Mei Yun Yang v. J.T.
Thompson USA, et al[.,] Case No. GC 049025[,] Superior Court of
California[,] County of Los Angeles." Tsai signed Thompson's
schedules and statements under penalty of perjury.

At a status conference on July 11, the Court learned that the
Foothill Property was not owned by Thompson, but by Foothill, LLC
-- a limited liability company in which Thompson owned a 40%
interest.  The court also learned that the $112,784 account
receivable was, in fact, funds on deposit in an account at East
West Bank attributable to the sale of certain real property owned
by San Gabriel Senior Garden, LLC -- a limited liability company
in which Thompson owned a 35% interest.  Thompson was prohibited
from withdrawing the funds by a "Temporary Protective Order"
entered in Case No. GC049025, styled Yang v. J.T. Thompson, USA,
et al., in the Superior Court of California, County of Los Angeles
pending an adjudication of disputed claims to the funds among the
SGSG interest holders.

Thompson's bankruptcy petition was filed primarily to stay the
state court litigation and essentially to collaterally attack the
Temporary Protective Order.  Thompson opposed a motion by Mei Yun
Yang, Tsai's sister and the plaintiff in the state court action,
seeking relief from the stay to continue the lawsuit.  Thompson
also filed a complaint in Adversary No. 2:12-ap-01796-PC, J.T.
Thompson USA v. East West Bank, et al., seeking to compel a
turnover of the funds and to secure an injunction against further
litigation of the state court action against Thompson's
principals, Tsai, Pao Ching Tsai, and Chieh Lin Tsai, pursuant to
Sec. 105(a).  The court also learned at the status conference that
Thompson was essentially an investment vehicle for the Tsai
family.  Thompson had no employees other than its principals, no
other significant real or personal property, and no business plan.
Thompson had not filed an operating report since the commencement
of the case, and the creditors' meeting had not been conducted
because Tsai, who has resided in Taiwan since 2011, was too ill to
attend a creditors' meeting and personally respond to questions
under oath regarding the petition, schedules and statements that
he signed and filed with the court on behalf of the corporation.

At the conclusion of the status conference, the Court converted
the case to a case under chapter 7 pursuant to Sec. 1112(b), and
appointed Alberta P. Stahl as trustee.


JOHN BECK: Files for Bankruptcy After $479-Million Fine
-------------------------------------------------------
John Beck, the owner of a get-rich-quick scheme, filed for
bankruptcy in California federal court (Bankr. N.D. Calif. Case
No. 12-47882) on Sept. 24, 2012.
Max Stendahl at Bankruptcy Law360 reports that Mr. Beck sought
bankruptcy one month after he was fined a record $478.9 million
for deceiving nearly a million consumers through phony real estate
programs.

John Beck estimated assets of between $1 million and $10 million
and liabilities of between $100 million and $500 million.  The
Federal Trade Commission was listed among Beck's creditors.


LAUSELL INC: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
Lausell, Inc., filed with the Bankruptcy Court for the District of
Puerto Rico its amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $4,300,000
  B. Personal Property           $29,759,950
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,583,512
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $501,726
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $11,404,176
                                 -----------      -----------
        TOTAL                    $34,059,950      $24,489,414

The company valued the property at $29,760,970 in the prior
iteration of the schedules, where it disclosed total assets of
$37.7 million in assets and liabilities of $24.5 million.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012 in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, PSC, serves as
counsel to the Debtor.


LAUSELL INC: Hires Charles A. Cuprill as Attorney
-------------------------------------------------
Lausell, Inc., asks the U.S. Bankruptcy Court for permission to
employ Charles A. Cuprill, P.S.C., as legal counsel.

The company retained the firm on the basis of a $35,000 retainer.
The firm's hourly rates are:

       Professional                 Rates
       ------------                 -----
     Charles A. Cuprill, Esq.        $350
     Senior Associates               $225
     Junior Associates               $125
     Paralegals                       $85

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, PSC, serves as
counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LEVEL 3 COMMUNICATIONS: S&P Rates $1.2 Billion Term Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '1' recovery rating to Level 3 Financing Inc.'s $1.2
billion term loan (tranche B-II 2019) due 2019. Level 3 Financing
Inc. is a wholly owned subsidiary of Broomfield, Colo.-based Level
3 Communications Inc. (Level 3). "The '1' recovery rating on this
senior secured loan reflects our expectation of very high (90% to
100%) recovery of principal in the event of a default. The new
facility will repay an aggregate of $1.2 billion of two term loans
(tranches B-II and B-III) due 2018. Other ratings on Level 3 and
subsidiaries, including the 'B-' corporate credit rating and the
positive outlook, are not affected by the new notes. Approximately
$8.4 billion of debt was reported at June 30, 2012 (excluding
third-quarter financing transactions)," S&P said.

"Level 3 is a facilities-based, global integrated provider of a
range of communications services including voice, data, and
broadband on its extensive long-haul and metropolitan fiber
networks. The company's October 2011 $3 billion acquisition of
Global Crossing Ltd. expanded its footprint, especially in Latin
America. Level 3 noted that as of the second quarter of this year,
it had realized about 40% of what it ultimately projects to be
$300 million of operating synergies from the Global Crossing
acquisition. The positive outlook cites the potential for a one-
notch upgrade if Level 3 demonstrates that it is successfully
integrating Global Crossing and, further, is on track to realize
at least the bulk of projected operating synergies," S&P said.

RATINGS LIST
Level 3 Communications Inc.
Corporate Credit Rating                    B-/Positive/--

New Ratings
Level 3 Financing Inc.
$1.2 bil. term loan due 2019               B+
   Recovery Rating                          1


LIFEPOINT HOSPITALS: Moody's Raises Corp. Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service upgraded LifePoint Hospitals Inc.'s
Corporate Family and Probability of Default Ratings to Ba2 from
Ba3. Moody's also affirmed the rating on the company's senior
secured credit facilities and upgraded the rating on its senior
subordinated debt. The ratings outlook is stable.

Following is a summary of Moody's rating actions:

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3

Probability of Default Rating to Ba2 from Ba3

3.25% convertible senior sub notes due 2025 to Ba3 (LGD 5, 82%)
from B2 (LGD5, 82%)

Ratings affirmed with LGD rates adjusted

Senior secured revolver expiring 2017 to Ba1 (LGD 2, 28%) from
Ba1 (LGD 2, 27%)

Senior secured term loan A due 2017 to Ba1 (LGD 2, 28%) from Ba1
(LGD 2, 27%)

6.625% senior unsecured notes due 2020 to Ba1 (LGD 2, 28%) from
Ba1 (LGD 2, 27%)

Speculative Grade Liquidity Rating, SGL-2

"The upgrade of LifePoint's Corporate Family Rating reflects our
expectation that the company will maintain a disciplined approach
to the use of additional leverage as it pursues acquisitions and
continues to repurchase shares," said Dean Diaz, a Moody's Senior
Credit Officer. "LifePoint's operating results should continue to
benefit from recent acquisitions and other investments that have
been funded with the company's stable cash flow," continued Diaz.

Ratings Rationale

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage is expected to remain moderate and could increase
modestly as the company pursues acquisitions. Therefore, Moody's
does not expect a near term reduction in debt as the company
deploys free cash flow to acquisitions and share repurchase
activity. The rating also incorporates Moody's expectation of a
continuation of the difficult operating environment characterized
by increasing bad debt expense and weak volume trends.

Given the expectation that leverage will not likely decline
meaningfully beyond current levels and could increase modestly,
Moody's does not expect an upgrade in the near term. However,
Moody's could upgrade the rating if the company continues to grow
earnings through acquisitions that do not significantly disrupt
operations or require a material use of incremental debt, such
that debt to EBITDA is sustained at or below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is changing and aggressively pursues debt
financed acquisitions or share repurchases or if the company
experiences operating challenges such that leverage was expected
to approach 4.0 times.

For further details, refer to Moody's Credit Opinion for LifePoint
Hospitals, Inc. on moodys.com.

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

Headquartered in Brentwood, Tennessee, LifePoint is a leading
operator of general acute care hospitals with operations
predominantly in non-urban communities. The company generated
revenue of approximately $3.7 billion for the twelve months ended
June 30, 2012.


LIQUIDMETAL TECHNOLOGIES: To Issue 30-Mil. Shares Under Plan
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement listing 30
million shares of common stock issuable under the Company's 2012
Equity Incentive Plan.  The proposed maximum aggregate offering
price is $6.45 million.  A copy of the Form S-8 prospectus is
available for free at http://is.gd/zMs73O

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2012, showed $3.02 million
in total assets, $8.24 million in total liabilities, and a
$5.21 million total shareholders' deficit.


LYB FINANCE: S&P Rates $300MM Sr. Unsecured Notes 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the existing $300 million 8.1% senior unsecured notes due 2027
issued by LYB Finance Co. BV (formerly Montell Finance Co. B.V.).

"At the same time, we affirmed all our ratings on LyondellBasell
Industries N.V., including the 'BBB-' corporate credit rating. The
outlook is stable," S&P said.

"The ratings reflect the company's 'fair' business risk profile
and 'intermediate' financial risk profile," said credit analyst
Cynthia Werneth. "We rate the senior unsecured debt of both
LyondellBasell and LYB Finance one notch below the corporate
credit rating because we view these obligations as structurally
subordinated to liabilities at LyondellBasell's operating
subsidiaries."

"The outlook is stable. LyondellBasell operates in a cyclical
industry. Results could weaken somewhat in the coming quarters if
global economic conditions deteriorate, particularly in Europe,
where LyondellBasell has substantial and higher-cost operations.
Longer-term, earnings and cash flow could suffer if supply growth
exceeds demand growth. We expect LyondellBasell to maintain ratios
appropriate for the rating, including an FFO-to-total debt ratio
averaging at least 40% to 45% and remaining near 30% even in
industry troughs. We believe the company can maintain a
sufficiently strong financial profile to support the rating even
if revenues drop by 20% and EBITDA margins decline to 7% from
trailing-12-month levels of about 11%. Also key to maintaining the
ratings are the continuation of prudent financial policies and
sufficient liquidity," S&P said.

"We could lower the ratings if there were an unexpected shift in
financial policies, such that shareholder returns are more
aggressive than we expect or the company pursues very large debt-
funded acquisitions or capital investments, even if they are
financed off balance sheet," S&P said.

"During the next few years, we could consider a slightly higher
rating if LyondellBasell improves its business risk profile to
'satisfactory' by making investments that promote increased
stability and diversification, and the company continues to
perform strongly and maintain prudent financial policies," S&P
said.


LYTHGOE PROPERTIES: Court Denies Bid to Amend Confirmed Plan
------------------------------------------------------------
Bankruptcy Judge Herb Ross in Alaska denied the request of Lynn H.
Lythgoe Jr. to amend the confirmed amended plan of reorganization
in the Chapter 11 cases of Mr. Lythgoe, Jr., and Lythgoe
Properties, LLC.  The Debtors seek to amend the treatment "Class
S-5: IndyMac Bank" of the confirmed plan.  The Court, however,
denied the request and instead set a status conference on Debtor's
objection to the claim filed by OneWest Bank.  The Court said the
matter is better addressed by resolving the claim objection.  At
the status conference, the Court will address a procedure to
resolve the objection.

Among others, the Court noted that approval of the plan amendment
might entail a cram-down hearing, the expense of which will far
outweigh any financial benefit to either side.  There is a sharp
dispute amongst bankruptcy courts, unresolved in the Alaska
bankruptcy court or the Ninth Circuit, as to whether the absolute
priority rule applies to an individual chapter 11 case.

As an aside, the Court added, the motion is presented with
indifference to the court and other readers. The docket now has
over 900 entries. The motion does not deign to cite to docket
numbers or set out key wording verbatim. It left it to the court
to laboriously dig through the record to analyze the situation,
instead of being pointed to the key documents.

The Court also noted that "apparently there was a sale for enough
(or, almost enough) to pay off the OneWest/IndyMac obligation."
The Debtor's motion shows that $369,347.61 was available for the
creditor on May 18, 2011.  However, there was a dispute between
OneWest and the Lythgoes as to whether there had been a prior
reduction in the interest rate -- the Lythgoes says yes and the
creditor says no -- so the sale fell through.  After the sale fell
through, the Debtor filed a claim objection.  Since there was no
pending sale, at a hearing on Aug. 5, 2011, the Court asked the
parties to try to reach a compromise, or at least close a sale and
hold any excess proceeds, subject to a court ruling on the
objection.

A copy of the Court's Sept. 25, 2012 Memorandum is available at
http://is.gd/wWElu3from Leagle.com.

Eagle River, Alaska-based Lythgoe Properties, LLC, filed for
Chapter 11 bankruptcy protection on Dec. 28, 2009 (Bankr. D.
Alaska Case No. 09-00966).  John C. Siemers, Esq., at Burr, Pease
& Kurtz assists the Company in its restructuring effort.  The
Company listed $10 million to $50 million in both assets and
debts.

Lynn H. Lythgoe, Jr., based in Anchorage, filed for Chapter 11
(Bankr. D. Alaska Case No. 07-00658) on Dec. 17, 2007.  Mr.
Siemers serves as bankruptcy counsel.  Mr. Lythgoe estimated
$1 million to $10 million in assets and debts.

The cases are jointly administered.

The Debtors filed a Second Amended Joint Plan of Reorganization on
Oct. 6, 2010.  The Court entered an amended confirmation order on
Dec. 17, 2010.


MEDFORD VILLAGE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Medford Village East Associates, LLC, filed with the Bankruptcy
Court for the District of New Jersey its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $59,625,000
  B. Personal Property            $6,326,199
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,852,156
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,123,846
                                 -----------      -----------
        TOTAL                    $65,951,199       $9,976,003

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012.  The
Debtor owns properties in Medford Township, Mt. Laurel Township,
Borough of Clayton, Borough of Barrington, Voorhees Township and
the Midwest.  The Debtor hired Maschmeyer Karalis P.C. as
bankruptcy counsel and Hyland Levin, LLP as special counsel.  The
petition was signed by Stephen D. Samost, managing member.


MEDFORD VILLAGE: Court OKs Maschmeyer Karalis as Attorney
---------------------------------------------------------
Medford Village East Associates, LLC, sought and obtained approval
from the U.S. Bankruptcy Court to employ Maschmeyer Karalis PC as
attorney for the Debtor.

Medford Village also obtained approval to employ Hyland Levin LLP
as special counsel.

Medford Village East Associates, LLC, filed a Chapter 11 petition
(Bankr. D.N.J. Case No. 12-29693) in Camden on Aug. 8, 2012,
disclosing $65,951,199 in assets and $9,976,003 in liabilities.
The Debtor owns properties in Medford Township, Mt. Laurel
Township, Borough of Clayton, Borough of Barrington, Voorhees
Township and the Midwest.  The Debtor hired Maschmeyer Karalis
P.C. as bankruptcy counsel and Hyland Levin, LLP as special
counsel.  The petition was signed by Stephen D.
Samost, managing member.


MEDIA GENERAL: Issues 4.6 Million Class A Shares to Berkshire
-------------------------------------------------------------
Berkshire Hathaway, Inc., on Sept. 24, 2012, exercised warrants to
purchase 4,646,220 shares of Class A common stock, par value $5.00
per share, of the Company for an aggregate purchase price of
$46,462.20, or $0.01 per share.

The warrants were issued pursuant to a warrant agreement dated as
of May 24, 2012, in connection with a new credit agreement dated
as of May 17, 2012.  The number of shares of Class A common stock
purchased upon exercise of the warrants represents approximately
19.9 percent of Media General's outstanding common stock and
results in Berkshire Hathaway owning approximately 16.6% of Media
General's outstanding common stock following the issuance of the
shares to Berkshire Hathaway.

The shares issued are exempt from registration under the
Securities Act of 1933 pursuant to section 4(a)(2), because the
transaction with Berkshire Hathaway did not involve any public
offering.  As previously disclosed, Berkshire Hathaway has the
right to request that the Company register the foregoing shares
pursuant to a Registration Rights Agreement dated as of May 24,
2012.

                        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.


MICHAELS STORES: Inks $200MM Purchase Pact with Deutsche, et al.
----------------------------------------------------------------
Michaels Stores, Inc., and certain of its subsidiaries, as
guarantors, entered into a Purchase Agreement with Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc., Credit Suisse Securities
(USA) LLC, Goldman, Sachs & Co, J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC, relating to the
sale of an additional $200,000,000 aggregate principal amount of
its 7 3/4% Senior Notes due 2018.

The Notes will be sold through a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The Notes have not been registered under
the Securities Act or applicable state securities laws and may not
be offered or sold absent registration under the Securities Act or
applicable state securities laws or applicable exemptions from
registration requirements.

The Purchase Agreement contains customary representations,
warranties and agreements by the Company and indemnification
provisions whereby the Company and the Guarantors, on one hand,
and the Initial Purchasers, on the other, have agreed to indemnify
each other against certain liabilities.

The offering is expected to close on Sept. 27, 2012, subject to
satisfaction of customary closing conditions.  The Company plans
to use the net proceeds from this offering to repay a portion of
the indebtedness outstanding under the Company's B-1 Term Loans
under its Senior Secured Term Loan Facility and to pay related
fees and expenses.

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

                        http://is.gd/lDUWbg

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at July 28, 2012, showed $1.68 billion
in total assets, $4.09 billion in total liabilities, and a
$2.40 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on April 5, 2012, Moody's Investors Service
upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2
from B3.  "The upgrade of Michaels' Corporate Family Rating
primarily reflects the positive benefits of its continuing
business initiatives which have led to consistent improvements in
same store sales," said Moody's Vice President Scott Tuhy.

In the April 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Irving,
Texas-based Michaels Stores Inc. to 'B' from 'B-'.  "Standard &
Poor's Ratings Services' upgrade on Michaels Stores reflects the
improvement in financial ratios following the company's
performance in the important fourth quarter, given the seasonality
of the company's business," said Standard & Poor's credit analyst
Brian Milligan.  "The CreditWatch placement remains effective,
given the pending IPO."


MOTORSPORT RANCH: Section 341(a) Meeting Scheduled for Oct. 2
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a Meeting of Creditors
under U.S.C. Sec. 341(a) in the Chapter 11 case of MotorSport
Ranch Houston, LLC, on Oct. 2, 2012, at 11:00 a.m. at 515 Rusk
Street, Suite 3401, in Houston, Texas.  Proofs of claims are due
by Dec. 31, 2012.

Angleton, Texas-based MotorSport Ranch Houston, LLC, dba
MotorSport Properties, Ltd., and MSR Houston filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-36422) on Aug. 30, 2012, in
Houston.  Judge David R. Jones oversees the case.  The Debtor
scheduled $13,660,374 in assets and $6,502,902 in liabilities.
The petition was signed by James A. Redmond, president.


MOTORSPORT RANCH: Can Employ J. Craig Cowgill as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized MotorSport Ranch Houston, LLC, to employ J. Craig
Cowgill & Associates, P.C., as Debtor's Chapter 11 counsel.

As reported in the TCR on Sept. 5, 2012, Mr. Cowgill charges $500
an hour and his associate attorney bills $400 an hour.  The
paralegal/law clerk bills from $95 to $150 an hour.

Mr. Cowgill attests his firm represents no adverse interest to the
Debtor or the estate.

Angleton, Texas-based MotorSport Ranch Houston, LLC, dba
MotorSport Properties, Ltd., and MSR Houston filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-36422) on Aug. 30, 2012, in
Houston.  Judge David R. Jones oversees the case.  The Debtor
scheduled $13,660,374 in assets and $6,502,902 in liabilities.
The petition was signed by James A. Redmond, president.


MSR RESORT: Wins Court Approval for $1.5BB Stalking Horse Deal
--------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Sean H. Lane judge gave the go-ahead Monday night to
bankrupt MSR Resort Golf Course LLC's $1.5 billion stalking horse
agreement with affiliates of Government of Singapore Investment
Corp., setting a Nov. 8 auction date for the resort owner's
assets.

                         About MSR Resort

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

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

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

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

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

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

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.

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


MUNDY RANCH: Files Schedules of Assets and Liabilities
------------------------------------------------------
Mundy Ranch filed with the U.S. Bankruptcy Court for the District
of New Mexico its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,560,000
  B. Personal Property              $695,390
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,095,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $43,111
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,554,289
                                 -----------      -----------
        TOTAL                    $20,255,390       $5,692,401

New Mexico's Mundy Ranch -- http://www.mundyranch.com/-- offers
a "fine edge on ranch living with style."  The Mundy family-owned
Mundy Ranch spans granite slopes and fertile bottom lands of the
Chama River Valley, has 25 alpine lakes with trophy trout, and a
mile of freestone river lined with towering Pines.  Mundy Ranch is
offering for sale 42-140 acre ranch parcels, with parcel pricing
starting at $1 million to $3 million depending on location.  It is
also offering 20 lifetime recreational memberships at a price of
$500,000 each.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel.  The
Debtor estimated assets of $10 million to $50 million and debts of
up to $10 million.


MUNDY RANCH: Court Approves George Dave Giddens as Attorney
-----------------------------------------------------------
Mundy Ranch sought and obtained approval from the U.S. Bankruptcy
Court to employ Christopher M. Gatton, Esq., at the Law Office of
George Dave Giddens, PC, in Albuquerque, as counsel.

The Debtor will employ the firm based on the hourly rates of its
professionals:

                                 Hourly Rate
                                 -----------
             George Dave Giddens    $295
             Patricia A. Bradley    $200
             Ann Washburn           $175
             Dean Cross             $175
             Denise J. Trujillo     $170
             Chris M. Gatton        $170
             Legal Assistants        $90

New Mexico's Mundy Ranch -- http://www.mundyranch.com/-- offers a
"fine edge on ranch living with style."  The Mundy family-owned
Mundy Ranch spans granite slopes and fertile bottom lands of the
Chama River Valley, has 25 alpine lakes with trophy trout, and a
mile of freestone river lined with towering Pines.  Mundy Ranch is
offering for sale 42-140 acre ranch parcels, with parcel pricing
starting at $1 million to $3 million depending on location.  It is
also offering 20 lifetime recreational memberships at a price of
$500,000 each.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel.  The
Debtor estimated assets of $10 million to $50 million and debts of
up to $10 million.


NALLS DEVELOPMENT: Can Employ Richard Rosenbltt as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Columbia authorized
Nalls Development and Investment, LLC, to employ Richard B.
Rosenblatt, PC, as counsel for the Debtor.

As reported in the TCR on Sept. 6, 2012, the Debtor had previously
retained Jeffery Tuckfelt to represent it in the Chapter 11 case.
The Debtor said Mr. Tuckfelt's efforts and the efforts of the
Rosenblatt firm will not overlap.  The Rosenblatt firm will take
over the active work and advise the Debtor on a go forward basis.

The firm attests it is a "disinterested person" as that term is
defined by 11 U.S.C. Sec. 101(14).

The Rosenblatt firm's hourly rates are $350 an hour for
experienced bankruptcy attorneys, Richard B. Rosenblatt and Linda
M. Dorney; $295 an hour for time billed by other firm attorneys;
and $125 an hour for paralegal time.

               About Nalls Development and Investment

Nalls Development and Investment, LLC, filed a Chapter 11 petition
(Bankr. D.D.C. Case No. 12-00512) on July 18, 2012.  The Debtor --
http://nallsdevelopment.com/-- said its principal assets are in
200-210 Elmira Street, SW and others in Washington, D.C.  It
serves Martin's View apartments, Mount Dome Apartments, Suitland
Forest Apartments, and 1900 16th St. Apartments.

Judge S. Martin Teel, Jr., oversees the case.  Jeffrey C.
Tuckfelt, Esq., at Obergh and Berlin, was initially tapped as
bankruptcy counsel.  The Debtor later turned to the Law Offices of
Richard B. Rosenblatt, PC.  The petition was signed by Arthur
Nalls, Jr., managing member.

In its schedules, the Debtor disclosed $7,066,835 in total assets
and $8,538,457 in total liabilities.


NECKERMANN.DE GMBH: To Close Down in Line With Insolvency Law
-------------------------------------------------------------
Natali Schwab at Dow Jones' Daily Bankruptcy Review reports that
German mail-order retailer Neckermann.de GmbH will be closed down
in line with insolvency laws as no investor has been found to bail
out the insolvent entity, Neckermann's insolvency administrator
said.


NORTHERN MARIANA: Moody's Confirms 'B2' Rating on G.O. Bonds
------------------------------------------------------------
Moody's Investors Service has removed from review and confirmed
the B2 rating on the Commonwealth of Northern Mariana Islands'
General Obligation Bonds, Series 2003A. The rating was placed on
review on May 4 due to the lack of sufficient current financial
and operating information. Since that time, Moody's has received
audited financial results for fiscal year 2010, unaudited
financial information for 2011, and budget information for 2012
and 2013. There are $1.7 million of rated bonds outstanding.

Summary Rating Rationale

The B2 rating reflects the Commonwealth's small, concentrated
economy which has experienced a significant decline due to the
loss of the garment industry; strained financial results
characterized by persistent operating deficits; and a large and
growing unfunded pension liability. Also factored into the rating
are weaknesses in financial reporting exhibited by delayed release
of audited financial statements.

Strengths

* Debt levels are low compared to other US territories and
   commonwealths.

* Rated debt matures in October 2013.

* After severe declines driven by loss of the garment industry,
   economy and government revenues show signs of stabilization.

Challenges

* Financial results show persistent General Fund operating
   deficits and a large accumulated General Fund balance sheet
   deficit.

* Financial reporting is weak.

* No plans are in place to address large unfunded pension
   liability.

* Small economy is dominated by volatile tourism industry.

What Could Move The Rating - UP

* Significant improvement in financial management and results,
   including movement to structural balance.

* Adoption of a funded plan to reduce the unfunded pension
   liability.

* Sustained economic growth and diversification.

What Could Move The Rating - DOWN

* Further economic deterioration.

* A deterioration in the government's cash position.

* Further weakening in financial reporting.

The principal methodology used in this rating was Moody's State
Rating Methodology published in November 2004.


NORTHERN PLAINS: Placed Into Liquidation in South Dakota
--------------------------------------------------------
Northern Plains Insurance Company, Inc., was placed into
liquidation by the State of South Dakota, County of Hughes Sixth
Judicial Court on Sept. 18, 2012.  Merle Scheiber, Director of
Insurance for the State of South Dakota, was appointed Liquidator.
Also on Sept. 18, Merle Scheiber appointed Michael FitzGibbons of
FitzGibbons and Company, Inc. as Special Deputy Liquidator.

All persons who may have claims against the Company must file a
verified original Proof of Claim (POC).

A statement posted on Northern Plains' Web site said all policies
in effect at the time of issuance of an Order of Liquidation
continue in force only for the lesser of:

   (1) 30 days from the date of entry of the liquidation order
       (i.e. October 18, 2012 at 11:59 pm CST);

   (2) the expiration of the policy coverage;

   (3) the date when the insured has replaced the insurance
       coverage with equivalent insurance with another insurer
       or otherwise terminated the policy; or

   (4) the Liquidator has effected a transfer of the policy
       obligation.

The deadline for filing proof of claim is Dec. 15, 2012.

Northern Plains Insurance Company, Inc., is a Watertown, South
Dakota-based insurance company.


PDC ENERGY: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to PDC Energy,
Inc.'s (PDC) senior unsecured notes due 2022. Note proceeds will
be used to fund the proposed redemption of PDC's 12% senior notes,
to repay certain other indebtednedd and for other general
corporate purposes. The rating outlook is positive.

"This notes issue will extend the maturity profile of PDC's debt,
at a more competitive coupon, and provide incremental liquidity to
the company as it continues to grow scale and grow its liquids
production," commented Andrew Brooks, Moody's Vice President.

Ratings Rationale

PDC's B2 Corporate Family Rating (CFR) reflects its smaller scale
and concentration in the Rocky Mountain region, offset by its
moderate finding and development (F&D) costs, a large and well
diversified drilling inventory, considerable flexibility with the
size of its capital expenditure program, and its expanding liquids
production, which is targeted to reach 36% of total production in
2012. The company's expansion into several newer plays, notably
the Marcellus and Utica Shale, will likely lead to further growth
in scale and diversification, and contribute to increased liquids
production. However, PDC's modest track record in these newer
plays increases its business risk profile, and debt funding of
negative free cash flow could lead to rising leverage on
production and reserves.

Average daily production in 2012's second quarter was 21 MBOE per
day, 81% of which was in the Rocky Mountain region; however,
portfolio highgrading is adding to diversification, with growth
initiatives focused on the company's horizontal Niobrara,
horizontal Marcellus, and Utica Shale properties. This development
activity is at a relatively early stage; however, presuming larger
scale drives positive economic returns, this growth will be
positive for the company's credit profile. PDC's near term focus
is on developing the liquids-rich Wattenberg Field in the Rockies
to capitalize on the higher margins associated with liquids
production. In the second quarter of 2012, PDC liquids production
was 33% of its total, up significantly from 18% at year-end 2009.
The company's 2012 capital budget has been set at $288 million,
65% of which is allocated to drilling and development, virtually
all to the Wattenberg.

The SGL-3 Speculative Grade Liquidity rating reflects Moody's view
that the company has adequate liquidity through 2013, based
largely on the $241.3 million availability it has under its $525
million secured borrowing base revolving credit as of June 30,
2012. The borrowing base was increased on June 29 from $425
million based on PDC's 2011 reserves audit and reserves associated
with additional acquired Wattenberg acreage. Revolver covenants
include a current ratio of 1.0x or better, and a debt to EBITDAX
ratio of no more than 4.0x. At June 30, PDC was fully in
compliance, and Moody's expects it to remain so through 2013.
There are no debt maturities until 2015 when the revolving credit
facility is scheduled to mature. Substantially all of PDC's assets
are pledged as security under the credit facility, which will
limit the extent to which asset sales could provide a source of
additional liquidity if needed. PDC conducts its operations in the
Marcellus through its 50% stake the PDC Mountaineer, LLC (PDCM)
joint venture, which maintains an $80 million secured borrowing
base revolving credit; outstandings at June 30 totaled $52
million. This credit facility is scheduled to mature in 2014 and
is non-recourse to PDC.

The rating outlook is positive. An upgrade could result should
average daily production increase to 35 MBOE per day while
maintaining debt to average daily production below $25,000 per
BOE, assuming returns and the company's business risk profile do
not deteriorate as a result of further expansion and development.
Moody's could downgrade the ratings should debt to average daily
production increase above $35,000 per BOE for a sustained period,
or should capital productivity decline to the extent that PDC's
leveraged full-cycle ratio falls below 1.0x.

The B3 senior unsecured note rating reflects both the overall
probability of default of PDC, to which Moody's assigns a PDR of
B2, and a loss given default of LGD5-75%. PDC's senior unsecured
notes are subordinate to its $525 million secured borrowing base
revolving credit facility's potential priority claim to the
company's assets. The size of the potential senior secured claims
relative to PDC's outstanding senior unsecured notes results in
the notes being rated one notch below the B2 CFR under Moody's
Loss Given Default Methodology.

The principal methodology used in rating PDC was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
PDC is an independent E&P company headquartered in Denver,
Colorado.


PDC ENERGY: S&P Gives 'B-' Rating on $400MM Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to PDC Energy Inc.'s (PDC's) proposed $400 million senior
unsecured notes due 2022. "At the same time, we assigned a '5'
recovery rating to this issue, indicating modest (10% to 30%)
recovery in the event of a payment default. PDC, formerly
Petroleum Development Corp., intends to use the net proceeds from
this offering to redeem its 12% senior notes due 2018, to repay
other debt, and for general corporate purposes," S&P said.

"The ratings on Denver-based PDC reflect our view that natural gas
prices will remain weak in the near term. The rating also reflects
the company's limited scale with significant concentration in the
Rocky Mountain region and our estimate that the company will
outspend operating cash flows in 2012. We also incorporated PDC's
long reserve life, the increasing percentage of oil and natural
gas liquids in its production mix, and adequate liquidity and
satisfactory credit metrics for the rating," S&P said.

"We characterize PDC's business risk profile as 'vulnerable',
given its significant exposure to weak natural gas prices, the
company's limited scale, and its high concentration in the Rockies
(where natural gas typically trades at a discount to Henry Hub).
PDC is a relatively small, independent exploration and production
(E&P) company, with 1.015 trillion cubic feet equivalent (Tcfe) of
total proved reserves--66% natural gas and 46% proved developed.
About 91% of PDC's proven reserves at fiscal year-end 2011 are in
the Rockies and about 50% of its reserves are Rockies natural
gas," S&P said.

Ratings List

PDC Energy Inc.
Corporate Credit Rating           B/Stable/--

Ratings Assigned
PDC Energy Inc.

$400M sr unsecd notes
due 2022                         B-
  Recovery Rating                 5


PLAINS EXPLORATION: S&P Rates $5-Bil. Credit Facilities 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Plains
Exploration & Production Co. will remain on CreditWatch, where it
placed them with negative implications on Sept. 10, 2012. "Upon
completion of the transaction, we expect to lower the corporate
credit rating on the company to 'BB-', assign a negative outlook,
and lower the issue ratings on the company's existing unsecured
debt to 'B'," S&P said.

"At the same time, we assigned our 'BB' senior secured rating and
'2' recovery rating to Plains Exploration & Production Co.'s new
$5.0 billion senior secured credit facility--consisting of $3
billion secured revolver due 2017, $750 million secured term loan
due 2017, and $1.25 billion term loan due 2019. We also assigned a
'B' rating and '6' recovery rating to the company's $2.0 billion
unsecured bridge facility. These ratings are not on CreditWatch
Negative," S&P said.

"The ratings on the $7.0 billion of facilities the company is
raising to fund the transaction reflect our assessment of the
company's corporate credit rating following the transaction," said
credit analyst Lawrence Wilkinson.

"We will resolve the CreditWatch upon the closing of the
acquisitions. If the transaction is completed upon substantially
similar terms as those we currently expect, we will lower the
corporate credit rating to 'BB-' and assign a negative outlook,"
S&P said.


PORTER BANCORP: John Davis Named Chief Credit Officer of PBI Bank
-----------------------------------------------------------------
John R. Davis was appointed the Chief Credit Officer of PBI Bank
following its receipt of approval of the appointment from the
Federal Deposit Insurance Corporation.  In his new position, Mr.
Davis will have responsibility for establishing and executing the
credit quality policies and overseeing credit administration for
the Porter Bancorp organization.

Mr. Davis, age 49, joined PBI Bank as a credit officer in August
2012 after having served as Executive Vice President - Chief
Credit Officer of American Founders Bank, Inc., and American
Founders Bancorp, Inc., of Lexington, Kentucky.  Before joining
American Founders in 2005, he served for 17 years in various
commercial lending and credit administration positions of
increasing authority with National City Bank.  Mr. Davis has an
MBA degree from Bellarmine University and is a graduate of the
Stonier Graduate School of Banking.

In connection with his appointment, Mr. Davis entered into an
employment agreement with Porter Bancorp and PBI Bank, effective
on Sept. 24, 2012.

Mr. Davis' employment as CCO is effective Sept. 24, 2012, and will
terminate on Sept. 23, 2015, subject to extension.

Mr. Davis' initial base salary is $235,000 per year and may be
increased from time to time in those amounts as the boards of
directors of the Company and the Bank may determine, but may not
be decreased without his express written consent.  No increase in
the base salary is expected to occur during the first two years of
the agreement.

On the effective date, the Company granted a restricted stock
award to Mr. Davis which has a grant date value equal to one-third
of his projected total compensation for 2012.  For purposes of
this award, Mr. Davis' total compensation for 2012 will equal the
sum of his base salary earned for the year plus the grant date
value of the 2012 restricted stock award.

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

                        http://is.gd/HYaDEZ

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.33 billion
in total assets, $1.25 billion in total liabilities and
$81.50 million in stockholders' equity.


PTC ALLIANCE: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Wexford, Penn.-based PTC Alliance
Holdings Corp. The outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating to the company's proposed $225 million senior secured term
loan. The recovery rating on the loan is '4', indicating our
expectation that lenders would receive average (30% to 50%)
recovery in the event of payment default under our default
scenario," S&P said.

The company intends to use the proceeds from the offering to pay a
$180 million dividend to its owners and for general corporate
purposes.

"The rating on PTC reflects our view of its business risk profile
as 'vulnerable' and financial risk profile as 'aggressive,'" said
credit analyst Gayle Bowerman. "Our assessment of PTC's business
risk incorporates our view of the company's dependence on a single
product line for most of its EBITDA, as well as our view that the
company's operations lack size and scope. Our view of PTC's
financial risk profile considers the risk that the company may
be unable to adjust its operating costs or pass through raw
material costs to customers in a timely manner, or that cyclical
volume declines could be severe enough to significantly reduce
operating performance and stress liquidity."

"The stable rating outlook reflects our expectation that credit
metrics will remain at a level we would consider to be in line
with the rating over the next few quarters, given our view of
PTC's vulnerable business risk profile. Specifically, we expect
total adjusted debt-to-EBITDA in the 2.5x to 3.5x range through
the end of fiscal 2013, based on our assumption that the company's
operating performance will improve modestly amid a gradual
economic recovery," S&P said.


QUINCY MEDICAL: Buyer Liable to Severance Claims
------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman ruled that Quincy Medical
Center, a Steward Family Hospital Inc., which purchased
substantially all of Quincy Medical Center Inc.'s assets in
bankruptcy is liable to Apurv Gupta and Victor Munger, senior
executives of the Debtor, for severance pay due them under QMC's
Executive Severance Policy.  Specifically, the Court said Steward
is liable to each of Dr. Gupta and Mr. Munger for severance pay
equal to six months' compensation under QMC's executive severance
policy: $156,000 for Dr. Gupta and $90,000 for Mr. Munger.  In
addition, the executives are entitled to three months' salary:
$78,000 for Dr. Gupta and $45,000 for Mr. Munger.

In a previous ruling, the Court denied the executives' request to
collect on their claims from the Debtor.

Dr. Gupta, Mr. Munger and QMC have argued that the asset purchase
agreement governing the sale of the hospital required Steward to
offer employment to individuals who were employed by QMC on an
agreed upon date at or near the closing and who were on the list
of employees QMC provided to Steward prior to the closing.  Dr.
Gupta and Mr. Munger were not offered employment.

A copy of the Court's Sept. 25, 2012 Memorandum of Decision is
available at http://is.gd/2OLSMrfrom Leagle.com.

                    About Quincy Medical Center

Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy,
Massachusetts.  Quincy Medical Center, Inc. together with two
affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead
Case No. 11-16394) on July 1, 2011.  John T. Morrier, Esq., at
Casner & Edwards, LLP, in Boston, serves as counsel to the
Debtors.  Navigant Capital Advisor LLC and Navigant Consulting
Inc. serve as financial advisors.  Epiq Bankruptcy Solutions LLC
is the claims, noticing, and balloting agent.

Quincy disclosed assets of $73 million and liabilities of
$79.4 million.  Debt includes $56.4 million owing on secured bonds
issued through a state health-care finance agency.  There is
another $2.5 million secured obligation owing to Boston Medical
Center Corp.  Accrued liabilities are $18.2 million.

On July 12, 2011, the U.S. Trustee for the District of
Massachusetts appointed the Official Committee of Unsecured
Creditors.  Counsel to the Creditors' Committee is Jeffrey D.
Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts.
Deloitte Financial Advisory Services LLC is the financial advisor
to the Creditors' Committee.

Quincy sold its hospital facility to Steward Health Care System
LLC, in October 2011 for $52.4 million, not enough for full
payment to secured bondholders owed $56.5 million. The bonds were
issued through a state health-care finance agency.  Nonetheless,
$562,500 -- not subject to bondholders' deficiency claims -- was
set aside for unsecured creditors with claims estimated to total
between $6 million and $7 million.  The disclosure statement
estimated unsecured creditors would recover about 8.4%.

In November 2011, the Court approved the Chapter 11 liquidation
plan.  The Plan was later declared effective on Dec. 7, 2011.


RADIOSHACK CORP: James Gooch to Step Down as CEO
------------------------------------------------
Drew FitzGerald, writing for Dow Jones Newswires, reports that
RadioShack Corp. said Chief Executive James F. Gooch will step
down after little more than a year on the job, indicating a new
direction for the electronics retailer as it grapples with weak
sales.

"In its discretion, the board decided the timing was right," a
company spokesman said, according to Dow Jones.  "Moving forward
with the decision sooner rather than later will help establish the
right leadership to address the company's challenges and
capitalize on its opportunities."

According the report, Mr. Gooch, who became CEO in May 2011, also
will give up his seat on the board.  He joined the company in
August 2006 as chief financial officer and was promoted after
former Chief Executive Julian Day retired.

Dow Jones says Mr. Gooch, 45 years old, couldn't immediately be
reached for comment.

The report relates Chief Financial Officer Dorvin Lively was
chosen to step in as acting CEO until the company names a
permanent successor.  Mr. Lively, a finance veteran for retail and
consumer-products companies, joined RadioShack in August 2011 from
Ace Hardware Corp.

The report says RadioShack shares rose four cents to $2.60 in 4
p.m. New York Stock Exchange trading Sept. 26, following a 16%
drop on Tuesday after S&P Dow Jones Indices booted RadioShack from
its midcap index, citing the company's small market
capitalization.  RadioShack has shed 80% of its value over the
past year, reflecting its struggle with higher costs amid falling
sales of its more profitable consumer electronics.

Dow Jones says the executive shift follows the resignation of
Chief Merchandise Officer Scott E. Young in June and the departure
of Chief Marketing Officer Lee Applbaum in March. Neither position
has had a permanent replacement.

                          About Radioshack

Fort Worth, Texas-based RadioShack Corp. sells consumer
electronics and peripherals, including cellular phones.  It
operates roughly 4,700 stores in the U.S. and Mexico.  It also
operates about 1,500 wireless phone kiosks in Target stores.  The
company also generates sales through a network of 1,100 dealer
outlets worldwide.  Revenues for the last 12 months' period ending
June 30, 2012 were roughly $4.4 billion.

Radioshack's balance sheet at June 30, 2012, showed $2.08 billion
in total assets, $1.38 billion in total liabilities and $704.6
million in total stockholders' equity.

                            *     *     *

As reported by the Troubled Company Reporter on Aug. 1, 2012,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on RadioShack to 'B-' from 'B+'.
"The downgrade of RadioShack reflects our view that it will be
very difficult for the company to improve its gross margin in the
second half of the year," said Standard & Poor's credit analyst
Jayne Ross, "given the highly promotional nature of year-end
holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack to 'CCC' from 'B-'.  The downgrade reflects the
significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RANCHO HOUSING: Exclusive Plan Filing Period Extended to Nov. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended the period within which the Rancho Housing Alliance,
Inc. has the exclusive right to propose a Chapter 11 plan of
reorganization until Nov. 27, 2012, and the period within which
the Debtor has the exclusive right to solicit acceptances of that
plan until Jan. 27, 2013.

The Debtor in its Motion said that its Disclosure statement, as
amended, and Plan will have the support of every class of
creditors, except American West Bank, the Class 6a and 6b
creditor.  "Over the past several weeks, the Debtor has been in
negotiations with the Bank regarding potential collateral
substitutions that could radically alter the treatment of Classes
6a and 6b, but which could also result in the Plan being confirmed
consensually," the Debtor stated.  After filing its proposed
amended Disclosure Statement and Plan, the Debtor and the Bank
have been negotiating regarding various alternate collateral
packages that would result in making some of the cash deposits
available to the Debtor for use in its operations.  These
negotiations, if successful, will necessitate revisions to the
Plan and the Disclosure Statement, in that the treatment of
Classes 6a and 6b could be altered significantly.

                   About Rancho Housing Alliance

Rancho Housing Alliance, Inc., is a California non-profit public
benefit corporation authorized and operating pursuant to Division
2 of Title I of the California Corporations Code.  RHA has members
but does not issue equity securities of any kind.  Each member
also serves on the Debtor's board of directors.  However,
operational control of the Debtor rests with its Executive
Director, Mr. Jeffrey Hays.

RHA's specific charitable purposes are to benefit and support
another California non-profit public benefit corporation known as
Desert Alliance for Community Empowerment, Inc.  In assisting
DACE, RHA, among other things, provides affordable, decent, safe
and sanitary housing for low income persons where adequate housing
does not exist and assists low-income households to secure
education, training and services for self-sufficiency.  In meeting
these goals, RHA owns and operates a number of properties and
programs.

RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-27519) on May 27, 2011.  Judge Scott C. Clarkson presides over
the case.  Michael B. Reynolds, Esq., at Snell & Wilmer LLP,
serves as the Debtor's counsel.  The Debtor disclosed $12,882,123
in assets and $22,404,858 in liabilities as of the Chapter 11
filing.

The bankruptcy filing was precipitated when the City of Coachella
Redevelopment Agency filed a judicial foreclosure action on the
Tierra Bonita project and began threatening to do so with respect
to the Calle Verde Project.  The aggregate debt for both projects
is roughly $6 million, with a potential deficiency judgment that
could reach $4.9 million.


RG STEEL: Asks Court to Preserve Critical Access to Cash
--------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that RG Steel LLC is begging not to be cut off from its lenders'
cash, warning that its ability to pay its remaining employees and
cover the costs of its Chapter 11 proceeding are at stake.

                          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: Boater's World Mark Sold for $140,000
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ritz Camera & Image LLC held an auction this week for
non-core intellectual property and emerged with a high bid of
$140,000.

According to the report, the winning bidder was Central Florida
Yamaha Inc. from Lake Placid, Florida.  The opening bid at auction
was $25,000.  The auction was for the right to use the name
Boater's World and related trademarks and Internet names.  The
bankruptcy court in Delaware was slated to hold a hearing Sept. 27
to approve the sale.  Ritz is liquidating entirely.  Unable to
find a buyer to acquire the remaining camera stores as a going
concern, liquidators were hired to run going-out-of-business sales
through the end of October.

                         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.


ROCK POINTE: Court OKs Ken Gates as Committee Attorney
------------------------------------------------------
The Unsecured Creditors Committee of Rock Pointe Holdings Company
LLC sought and obtained approval from the U.S. Bankruptcy Court to
retain Kenneth W. Gates, as counsel.

The attorney will charge the Debtor's estates $230 per hour.
Daily charge is limited to $1,840 if traveling to out of area
representation.

Robert D. Miller Jr., the United States Trustee for Region 18, in
June appointed five unsecured creditors to serve on the Committee.

                    About Rock Pointe Holdings

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
Brett L. Wittner, Esq., at Kent & Wittner PS, represents the
Debtor.  The Debtor estimated both assets and debts of between
$50 million and $100 million.


ROCKLIN ACADEMIES: S&P Affirms 'BB+' Rating on 2 Bond Series
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
from stable on California Statewide Communities Development
Authority's charter school revenue bonds, series 2011A and taxable
series 2011B, issued for The Rocklin Academies (TRA). "At the same
time, Standard & Poor's affirmed its 'BB+' rating on the bonds.

"The negative one-year outlook reflects our view of the difficult
funding environment and school's lower-than-anticipated growth,
and the subsequent credit risks to the school's liquidity and
budgeting in fiscal 2013," said Standard & Poor's credit analyst
Carlotta Mills.

The rating reflects S&P's view of:

-- The general credit risks associated with charter schools,
    including that of charter nonrenewal;

-- The school's negative operations in fiscal 2010 following a
    recent trend of positive operations;

-- The school's very low cash on hand in fiscal 2011 (fewer than
    three days) due to receivables from the state outstanding; and

-- Underenrollment at the high school.


RYERSON HOLDING: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on metals service center Ryerson Holding Corp.
(Ryerson). The outlook is stable.

"At the same time, we assigned our 'CCC+' issue-level rating (one
notch lower than the corporate credit rating) to the proposed $600
million senior secured notes due 2017. The recovery rating is '5',
indicating our expectation for modest (10% to 30%) recovery in the
event of a payment default. At the same time, we assigned a 'CCC'
issue-level rating (two notches lower than the corporate credit
rating) to the proposed $300 million senior unsecured notes due
2018. The recovery rating is '6', indicating our expectation of a
negligible (0% to 10%) recovery in the event of a payment default.
The secured notes and unsecured notes will be issued by Ryerson
Inc. and Joseph T. Ryerson & Son Inc.," S&P said.

"We expect the company to use the proceeds of the proposed notes
issuance to repay the company's existing floating-rate senior
secured notes due 2014, its 12% senior secured notes due 2015, its
senior discount notes due 2015, a portion of the outstanding
amount on its senior secured revolving credit facility, and
related fees and expenses. We anticipate that we will withdraw
our ratings on Ryerson's existing notes upon successful completion
of the refinancing," S&P said.

"The ratings and stable outlook on Ryerson reflect the combination
of what we consider to be the company's 'highly leveraged'
financial risk profile and 'vulnerable' business risk profile,"
said credit analyst Marie Shmaruk. "These assessments take into
account the company's high debt leverage and thin interest
coverage, slow steel demand growth, low margins relative to some
of its peers, and participation in the highly cyclical and
volatile steel industry. Still, we expect its near-term liquidity
position to remain adequate to meet its obligations despite the
likelihood that the company will draw on its revolving credit
facility as demand improves and increases inventory to service
customers."

"The outlook is stable. We expect Ryerson's operating performance
to continue to gradually improve into 2013--in line with a
moderate economic recovery and increased end-market demand and
better margins. However, we expect credit measures to remain in
line with the current rating, with pro-forma debt-to-EBITDA of
about 8.0x, declining to below 7.0x in 2013, still more in-line
with the current rating," S&P said.

"A negative rating action could occur if operating performance
were to deteriorate from poor execution of management's strategic
direction and leverage climbs to and is sustained at levels above
10x or the company's ABL availability declines--specifically, to
less than $125 million," S&P said.

"We could take a positive rating action if prices and volumes were
to continue to increase, resulting in better operating performance
and much stronger credit measures--for example, if debt-to-EBITDA
were to strengthen to less than 6x and we believe it would remain
there. This could occur if a there is a sustainable improvement in
margins to well above 6%," S&P said.


RYERSON INC: Moody's Rates $600-Mil. Sr. Secured Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Ryerson Inc.'s
proposed $600 million senior secured notes and a Caa3 rating to
the proposed $300 million senior unsecured notes. Moody's also
assigned a Caa1 corporate family rating (CFR) and probability of
default rating (PDR) and a liquidity rating of SGL-3 to Ryerson
Inc. The rating outlook is stable.

The proceeds from the proposed note offerings will be used to
repay debt including the redemption of Ryerson Inc.'s $103 million
senior secured floating rate notes (Caa1) and $369 million 12%
senior secured notes (Caa1), Ryerson Holding Corporation's senior
discount notes (Caa3) and for general corporate purposes. The
rating on Ryerson Inc.'s senior secured floating rate notes and
12% senior secured notes and Ryerson Holding Corporation's senior
discount notes as well as the Caa1 corporate family rating and
probability of default rating on Ryerson Holding Corporation will
be withdrawn when the notes are redeemed. The CFR and PDR will be
moved to Ryerson Inc. since there will no longer be any
outstanding debt at Ryerson Holding Corporation.

The following rating actions were taken:

Proposed $600 million senior secured notes, assigned Caa2,
LGD4-63%;

Proposed $300 million senior unsecured notes, assigned Caa3,
LGD6-94%;

Corporate family rating, assigned Caa1;

Probability of default rating, assigned Caa1;

Speculative grade liquidity rating, assigned SGL-3

Ratings Rationale

Ryerson Inc.'s Caa1 corporate family rating reflects the company's
elevated leverage, acquisitive history, low profit margins versus
other rated metal service centers, and the cyclicality and
competitiveness of the metals distribution industry. The rating is
supported by the company's size and scale, geographic, product and
customer diversification, modest capital spending, adequate
liquidity, and the countercyclical nature of its working capital
investment.

Ryerson's performance has been weak in recent years, but has the
potential to improve based on the company's strategic efforts to
enhance its profitability. This includes a shift towards
transactional versus contract customers and a focus on higher
margin long and fabricated plate products versus flat rolled
steel. However, this transformation is likely to transpire
gradually over a longer time horizon.

Ryerson's stable outlook presumes the company will carefully
balance its leverage and other credit metrics with its growth
strategy and maintain adjusted debt-to-EBITDA below 7.0x and
(EBITDA-CapEx)/Interest above 1.0x.

An upgrade is possible if the company achieves a marked and
sustainable improvement in operating margins and a material
reduction in debt levels while maintaining adequate liquidity and
interest coverage. This would include sustainable operating
margins above 5%, a reduction in the company's leverage ratio
below 6.0x and an improvement in (EBITDA-CapEx/Interest) above
1.5x.

Ryerson's ratings could come under pressure if debt financed
acquisitions, shareholder dividends or softening steel market
demand results in the company's leverage ratio increasing to above
7.0x or (EBITDA-CapEx)/Interest declining to less than 0.75x. The
ratings could also be negatively impacted by an erosion of
Ryerson's liquidity.

The principal methodology used in rating Ryerson Holding
Corporation was the Global Distribution & Supply Chain Services
Industry Methodology published in November 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Ryerson Holding Corporation, through its subsidiary Ryerson Inc.,
is the second largest metals service center company in North
America, with approximately 95 locations in the U.S., Canada and
Mexico. The company also has six locations in China and one joint
venture location in Brazil. Ryerson provides a full line of
carbon, stainless and aluminum products to more than 40,000
customers in a broad range of end markets. The company generated
sales of approximately $4.5 billion for the 12-month period ending
June 30, 2012. Ryerson is primarily owned by Platinum Equity.


SAVERS INC: Moody's Assigns 'Ba3' Rating to $790MM Secured Loans
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$790 million senior secured bank credit facilities of thrift store
retailer Savers, Inc. ("Savers," initially Evergreen AcqCo 1 LP).
The credit facilities consist of a $75 million revolver due 2017
and a $715 million term loan due 2019. Concurrently, Moody's
affirmed the B2 corporate family and probability of default
ratings. The outlook is stable.

Proceeds from the proposed term loan combined with modest cash on
hand will be used to acquire a regional chain for $35 million and
to pay off $27 million of outstanding borrowings under the
revolver.

The company is already highly leveraged as a result of its July
2012 leveraged buyout by Leonard Green & Partners, L.P. and TPG
Capital. Pro forma for the LBO and the acquisition (net of
revolver repayment), total balance sheet debt will rise further by
about $33 million to $1.01 billion. "However, the acquisition is
leverage neutral given the expected EBITDA generation from the
acquired chain," stated Moody's analyst Mariko Semetko.

Given the company's history of consistent sales and earnings
growth and cash generation, Moody's expects credit metrics will
improve steadily over time as the company anniversaries the LBO
and the acquisition of the regional chain. Furthermore, the
proposed credit facilities will likely be priced at a lower
interest rate than the existing facilities, resulting in about $5
million of expected annual interest expense savings and higher
interest coverage. Moody's also expects Savers to maintain good
near-term liquidity given its $75 million revolver, expected cash
flow generation, and modest cash balances.

The ratings are contingent upon the receipt and review of final
documentation.

The following rating has been assigned:

- Proposed $75 million revolver due 2017 at Ba3 (LGD3, 31%)

- Proposed $715 million term loan due 2019 at Ba3 (LGD3, 31%)

The following ratings have been affirmed:

- Corporate Family Rating of B2

- Probability of Default Rating of B2

Ratings affirmed and to be withdrawn following closing of new
senior secured credit facilities:

- $75 million senior secured revolver at Ba3 (LGD3, 30%)

- $655 million term loan at Ba3 (LGD3, 30%)

Ratings Rationale

The B2 corporate family rating reflects the company's high
financial leverage and modest scale, as well as the high degree of
competition in the off-price retail segment. Debt/EBITDA pro forma
for the LBO and the acquisition of the regional chain will be well
above 7.0x (incorporating Moody's operating lease adjustment).
However, given the company's consistent same store sales growth,
proven resilience throughout economic cycles, limited seasonality
and low fashion risk, Savers is better positioned to manage the
high debt load than some of its more volatile retail peers. The
rating also benefits from Savers' good liquidity.

The Ba3 ratings on the proposed $790 million bank credit
facilities consisting of a $715 million term loan and a $75
million revolver reflect their first priority lien on
substantially all domestic assets of the company and upstream
guarantees by all existing and future indirect wholly owned
subsidiaries. The ratings also benefit from the loss absorption
provided by the $295 million senior unsecured notes due June 2022
(unrated by Moody's).

The stable outlook reflects Moody's expectations for high-single
to low-double-digit revenue growth driven by a combination of
continued same store sales increases and new store openings.
Moody's anticipates that Savers will generate moderate levels of
free cash flow and maintain good liquidity.

Savers' ratings could be downgraded if the company does not make
progress towards reducing debt/EBITDA below 7.0 times or does not
maintain EBITA/interest expense above 1.25 times. Further,
negative ratings pressure would rise if financial policies become
aggressive or if liquidity deteriorates for any reason.

An upgrade is unlikely in the near term and would require
debt/EBITDA sustained below 5.5 times and EBITA/interest expense
above 2.0 times while demonstrating a willingness to maintain a
conservative financial policy, including the use of free cash flow
for debt reduction.

The principal methodology used in rating Evergreen AcqCo 1 LP was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Bellevue, Washington, Savers operates roughly 290
for-profit thrift stores in the United States, Canada, and
Australia under the Savers, Value Village, and Village des Valeurs
banners. Revenues for the last 12 months through June 30, 2012
were about $1 billion. Following the July 2012 LBO, Savers is
owned by Leonard Green & Partners, L.P. and TPG Capital
(approximately 45.5% in aggregate, split evenly between the two)
in partnership with Savers' chairman Thomas Ellison (45.5%) and
management (9%).


SENECA GAMING: Panel Appointment No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service said that Seneca Gaming Corporation's
("SGC") ratings and outlook (B2, negative) are not affected by the
its announcement this week that an arbitration panel of three
members has been named to resolve a Class III gaming compact
dispute between the Seneca Nation, SGC's owner, and the State of
New York.

While the naming of the panel marks a material step forward
towards the final resolution of this long-standing dispute -- the
dispute is a key rating factor with respect to SGC's ratings and
outlook -- the appointment of this panel does not ensure a
favorable outcome for the Seneca Nation as the potential outcome
still remain uncertain.

Seneca Gaming Corporation owns and operates Seneca Niagara Falls
Casino and Hotel in Niagara Falls, NY, Seneca Allegany Casino and
Hotel in Salamanca, NY, and Seneca Buffalo Creek Casino in Erie
County, NY.


SIERRA NEGRA: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Sierra Negra Ranch LLC filed with the U.S. Bankruptcy Court for
the District of Nevada schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,949,250
  B. Personal Property              $248,736
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,619,277
E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $180,759
                                 -----------      -----------
        TOTAL                    $26,197,986       $4,800,037

The Debtor also filed a statement of financial affairs, a copy of
which is available at:

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

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch LLC is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.

The Debtor is "Single Asset Real Estate" as defined in 11 U.S.C.
Sec 101(51B) and its asset is located in Maricopa County, Arizona.

Gerald M. Gordon, Esq., at Gordon Silver, serves as the Debtor's
bankruptcy counsel.


SIERRA NEGRA: Taps Gordon Silver as Bankruptcy Counsel
------------------------------------------------------
Sierra Negra Ranch, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ the law firm
of Gordon Silver as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Gordon Silver will, among other things, prepare and pursue
confirmation of a plan of reorganization and approval of a
disclosure statement, and prepare on behalf of the Debtor all
necessary applications, motions, answers, proposed orders, other
pleadings, notices, schedules and other documents, and review all
financial and other reports to be filed at these hourly rates:

      Paraprofessionals         $135 to $190
      Associates                $190 to $360
      Shareholders              $400 to $725

The Debtor paid Gordon Silver the sum of $8,570 for legal services
rendered in connection with its restructuring.  Gordon Silver is
also currently holding in retainer the sum of $33,430.

To the best of the Debtor's knowledge, Gordon Silver does not hold
or represent any interest adverse to the Debtor's estate, and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

A hearing on the Debtor's motion will be held on Oct. 17, 2012, at
2:00 p.m.

                        About Sierra Negra

Las Vegas, Nevada-based Sierra Negra Ranch LLC is a limited
liability company organized in November 2004 to purchase an
aggregate of approximately 2,757.5 acres of undeveloped land in
the Tonopah area of incorporated Maricopa County, west of Phoenix,
Arizona.  It filed a bare-bones Chapter 11 petition (Bankr. D.
Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012.

In its schedules, the Debtor disclosed $26,197,986 in total assets
and $4,800,037 in total liabilities.  The Debtor is "Single Asset
Real Estate" as defined in 11 U.S.C. Sec 101(51B) and its asset is
located in Maricopa County, Arizona.


SOLYNDRA LLC: Given OK to Auction Fremont Plant for at Least $90MM
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC, the liquidating solar panel maker, was
told by the bankruptcy judge that she will approve the holding of
an auction for the plant in Fremont, California, where the first
bid of $90.3 million will be made by an affiliate of Seagate
Technology Plc.

According to the report, the date for a hearing to approve the
sale wasn't determined at the Sept. 24 hearing because the parties
were looking for a time when Seagate personnel would be available.

The report relates that creditors are voting on Solyndra's
proposed Chapter 11 plan.  There will be a confirmation hearing on
Oct. 17 where the bankruptcy judge in Delaware will consider
approving the plan.

                        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.


SOUTH LAKES DAIRY: Sec. 341 Creditors' Meeting Set for Oct. 2
-------------------------------------------------------------
Mark L. Pope, Assistant U.S. Trustee for Region 17, will hold a
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of South Lakes Dairy Farm on Oct. 2, 2012, at 1:00 p.m. at
Fresno Meeting Room 1452.  The last day to oppose discharge is
Dec. 3, 2012.  Proofs of claim are due by Jan. 2, 2013.

                     About South Lakes Dairy

South Lakes Dairy Farm filed a bare-bones Chapter 11 petition
(Bankr. E.D. Calif. Case No. 12-17458) in Fresno, California
on Aug. 30, 2012, disclosing $19.5 million in assets and
$25.4 million in liabilities in its schedules.  The Debtor said it
has $1.97 million in accounts receivable charged to Dairy Farmers
of America on account of milk proceeds, and that it has cattle
worth $12.06 million.  The farm owes $12.7 million to Wells Fargo
Bank on a secured note.  A copy of the schedules is available for
free at http://bankrupt.com/misc/caeb12-17458.pdf

Bankruptcy Judge W. Richard Lee presides over the case.  The
Debtor has tapped Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, as counsel.


SOUTH LAKES DAIRY: U.S. Trustee Appoints 5-Member Creditors' Panel
------------------------------------------------------------------
Mark L. Pope, Assistant U.S. Trustee for Region 17, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to
serve on the Official Committee of Unsecured Creditors of
Alexander Gallo Holdings LLC.

The Creditors Committee members are:

       1. Cal-By Products
          Attn: Lyle W. Ens
          P.O. Box 9247
          Fresno CA 93791-9247

       2. Center For Race, Poverty And The Environment
          Attn: Caroline Farrell
          1012 Jefferson Street
          Delano CA 93215

       3. Gillespie AG Service
          Attn: Dana Gillespie
          15301 Road 192
          Porterville CA 93257-8967

       4. Troost Hay Sales
          Attn: Richard Owens
          400 Carsen Way
          Shafter CA 93263

       5. Western Milling, LLC
          Attn: Mark La Bounty
          P.O Box 1029
          Goshen CA 93227-1028

                     About South Lakes Dairy

South Lakes Dairy Farm filed a bare-bones Chapter 11 petition
(Bankr. E.D. Calif. Case No. 12-17458) in Fresno, California
on Aug. 30, 2012, disclosing $19.5 million in assets and
$25.4 million in liabilities in its schedules.  The Debtor said it
has $1.97 million in accounts receivable charged to Dairy Farmers
of America on account of milk proceeds, and that it has cattle
worth $12.06 million.  The farm owes $12.7 million to Wells Fargo
Bank on a secured note.  A copy of the schedules is available for
free at http://bankrupt.com/misc/caeb12-17458.pdf

Bankruptcy Judge W. Richard Lee presides over the case.  The
Debtor has tapped Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, as counsel.


STANADYNE CORP: UTC Executive Named Chief Operating Officer
-----------------------------------------------------------
David P. Galuska, age 56, was appointed Chief Operating Officer of
Stanadyne Corporation effective Sept. 21, 2012.  Mr. Galuska will
be responsible for Stanadyne's global operations in the United
States, China, India and Italy.

Since 2009, Mr. Galuska served as Senior Vice President, Module
Centers and Operations for Pratt & Whitney, a division of United
Technologies Corporation.  Pratt & Whitney is a world leader in
the design, manufacture and service of aircraft engines, space
propulsion systems and industrial gas turbines.  UTC is a
diversified company providing high technology products and
services to the global aerospace and commercial building
industries.  Previously, he served as Vice President, Operations
for Hamilton Sundstrand from 2005 to 2009, as well as Vice
President, Operations from 2004 to 2005 and Vice President,
Precision Manufacturing from 2001 to 2004 for Sikorsky Aircraft,
both divisions of UTC.  Mr. Galuska began his tenure with UTC at
Hamilton Standard (now known as Hamilton Sundstrand) where he held
positions of increasing responsibility over a span of 22 years.
Mr. Galuska has an M.B.A. from Western New England College and a
B.A. in Marketing from the University of Connecticut.

Mr. Galuska is an at-will employee and does not have an employment
agreement with Stanadyne.  The written and unwritten arrangements
under which Mr. Galuska is compensated include:

   * a base salary, reviewed each year by the Compensation
     Committee of the Board of Directors and the Chief Executive
     Officer;

   * a monthly allowance for transportation costs;

   * an annual allowance for financial planning, health and
     wellness activities;

   * eligibility for annual cash bonuses under Stanadyne's
     Employee Incentive Plan based on the achievement of financial
     performance measures established annually by Stanadyne;

   * eligibility for Stanadyne paid term life insurance in an
     amount up to twice his annual salary;

   * eligibility for Stanadyne paid long term disability insurance
     coverage; and

   * a broad-based benefits package offered to all employees,
     including participation in health and welfare programs for
     medical, dental, life insurance and accidental death and
     disability.

In connection with Mr. Galuska's appointment as COO, Stanadyne
will seek approval from the Compensation Committee of Stanadyne
Holdings, Inc., for a grant of stock options.  Stanadyne
anticipates that any stock options granted to Mr. Galuska will be
under the terms of the Stanadyne Holdings, Inc., 2004 Equity
Incentive Plan.

                    About Stanadyne Corporation

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010, were
$240 million.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Moody's Investors Service confirmed Stanadyne Holdings, Inc.'s
Caa1 Corporate Family Rating and revised the rating outlook to
stable.

In the March 12, 2012, edition of the TCR, Standard & Poor's
Ratings Services affirmed its ratings, including the 'CCC+'
corporate credit rating, on Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


SUSAN BENSON: Court Confirms Funeral Parlor's Amended Plan
----------------------------------------------------------
Bankruptcy Judge Frank L. Kurtz confirmed the Second Amended Plan
of Reorganization of Susan L. Benson, d/b/a Benson Family Funeral
Service, Inc., filed July 13, 2012.  The Plan incorporates a
Stipulation Resolving Objections to Plan by Sterling Savings Bank.
The Plan also modifies the treatment of the claim of Tri County
Economic Development District.  The claim will be paid $1,000 per
month as and for adequate protection until paid in full. The first
payment will be made within 30 days of the sale and closing of
Funeral Home and Chapel.  Tri Co will retain its lien upon and in
Cemetery and Crematorium.  A copy of the Court's Sept. 25, 2012
decision is available at http://is.gd/fg60Yifrom Leagle.com.

Susan L. Benson, d/b/a Benson Family Funeral Service, Inc., filed
for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-03679) on
July 28, 2011.


TEXAS RANGERS: Raine Advisors Granted $2.5 Million in Fees
----------------------------------------------------------
Raine Advisors, LLC, which assisted HSG Sports Group LLC in 2009
in finding a buyer for Texas Rangers Baseball Partners before the
club was placed in bankruptcy protection, may collect on $2.5
million in fees after the Bankruptcy Court in Dallas tossed out
objections filed by Alan Jacobs, the Plan Administrator under the
baseball club's confirmed plan of reorganization; and JP Morgan
Chase Bank, N.A., the administrative and collateral agent to the
first lien lenders.

Raine, along with Merrill Lynch, Pierce, Fenner & Smith Inc. and
Perella Weinberg Partners LP, served as a financial advisor to
HSG, the Rangers' ultimate parent, during the period when HSG
first sought an investor, then a buyer, for the baseball club.  In
return for financial services provided by Raine, Raine was to
receive in addition to a monthly payment a transaction fee which
would have totaled $5,000,000 had the original sale of the Rangers
to Rangers Baseball Express, LLC, agreed to by the Debtor
following an auction overseen by Major League Baseball at the end
of 2009, been consummated.  The Original Agreement contained a
tail provision, which stipulated that Raine was entitled to the
Original Transaction Fee if a Rangers Transaction was consummated
within 12 months after termination of the Original Agreement by
the Hicks Parent Entities.

HSG and Debtor, however, were unable to close the sale of the
Rangers to Express prepetition, and the Debtor thereafter sought
bankruptcy court in May 2010.  Shortly before the Petition Date,
Raine entered into a new engagement letter with the Debtor that
designated Raine as financial advisor to the Debtor in connection
with a sale of the Rangers.  Similar to the Original Agreement,
Raine was to be paid a transaction fee in the event a Rangers
Transaction was consummated, although the fee in the Replacement
Agreement was reduced to $2,500,000.  The Replacement Agreement
also contained its own tail provision by which Raine was entitled
to receive the Replacement Transaction Fee if a Rangers
Transaction was consummated within 12 months after termination of
the Replacement Agreement by the Debtor.  Simultaneously with the
Replacement Agreement, HSG and Raine executed an agreement
terminating the Original Agreement, purporting to replace it with
the Replacement Agreement.

On May 23, 2010, Debtor and Express entered into the Asset
Purchase Agreement, pursuant to which the Debtor again agreed to
sell the Rangers to Express.  The APA replaced the agreement by
which Express had previously intended to purchase the Rangers.
The transactions contemplated by the APA, following postpetition
amendments to the APA that ultimately increased the return to
Debtor's (and HSG's) principal creditors, closed on the day
Debtor's plan of reorganization became effective, Aug. 12, 2010.

Raine, relying on the Replacement Tail Provision, sought a
Replacement Transaction Fee of $2.5 million.

The Plan Administrator and the First Lien Agent objected, alleging
that the Replacement Agreement was a fraudulent incurrence of an
obligation under 11 U.S.C. Section 548(a)(1).  They pointed to the
simultaneous termination of the Original Agreement and execution
of the Replacement Agreement on the eve of bankruptcy, when, for
all intents and purposes, Raine had completed its work and would
do no further substantive work under either agreement.

Bankruptcy Judge D. Michael Lynn, however, determined that the
Debtor was liable under the Original Agreement, and that the
Replacement Agreement simply took the place of the Original (with
a change in the amount of the transaction fee that benefited the
Debtor).  Considering the totality of the circumstances, the Court
found no actual intent of the Debtor to defraud creditors under 11
U.S.C. Section 548(a)(1)(A).

The Plan Administrator and the First Lien Agent also objected to
the proof of claim filed by Merrill.  Merrill, however, reached
agreement with the Objectors on the eve of the hearing.

A copy of the Court's Sept. 25 Memorandum Opinion is available at
http://is.gd/0lnxDMfrom Leagle.com.

                        About Texas Rangers

Texas Rangers Baseball Partners owned and operated the Texas
Rangers Major League Baseball Club, a professional baseball club
in the Dallas/Fort Worth Metroplex.  TRBP is a Texas general
partnership, in which subsidiaries of HSG Sports Group LLC own a
100% stake.  Controlled by Thomas O. Hicks, HSG also indirectly
wholly-owns Dallas Stars, L.P., which owns and operates the Dallas
Stars National Hockey League franchise.  The Texas Rangers have
had five owners since the club moved to Arlington in 1972.  Mr.
Hicks became the fifth owner in the history of the Texas Rangers
on June 16, 1998.

Texas Rangers Baseball Partners filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 10-43400) on May 24, 2010.  The
partnership filed simultaneously with the bankruptcy petition a
Chapter 11 plan that contemplated the sale of the club to an
entity formed by a group that includes the President of the Texas
Rangers, Nolan Ryan, and Chuck Greenberg, a sports lawyer and
minor league club owner.  In its petition, Texas Rangers Baseball
Partners said it had both assets and debt of less than $500
million.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, served as
bankruptcy counsel to the Debtor.  Forshey & Prostok LLP acted as
conflicts counsel.  Parella Weinberg Partners LP served as
financial advisor.  Major League Baseball was represented by Sandy
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka PC.

Lenders to the Texas Rangers sought to force the baseball team's
equity owners -- Rangers Equity Holdings, L.P. and Rangers Equity
Holdings GP, LLC -- into bankruptcy court protection (Bankr. N.D.
Tex. Case No. 10-43624 and 10-43625).  The lenders, a group that
includes investment funds Monarch Alternative Capital and
Kingsland Capital Management, filed an involuntary bankruptcy
petition on May 28, 2010 against the two companies.  The two
companies were not included in the May 24 Chapter 11 filing of
TRBP.

U.S. Bankruptcy Judge Stacey G. C. Jernigan on Aug. 5, 2010
confirmed the Debtor's fourth amended version of the Prepackaged
Plan of Reorganization.  The judge's confirmation order cleared
the way for a group of Hall of Fame pitcher Nolan Ryan, and
Pittsburgh sports attorney and minor-league team owner Charles
Greenberg to purchase the Texas Rangers.  The Ryan group paid
$385 million in cash and assumed $208 million in liabilities.  The
Ryan group outbid Dallas Mavericks owner Mark Cuban at an auction.


TRI-VALLEY: Opus Equity Panel Opposes New Loan
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the official equity holders' committee for TVC Opus I
Drilling Program LP, an affiliate of bankrupt Tri-Valley Corp., is
urging the bankruptcy judge to hold off for two weeks in approving
the financing for the Chapter 11 reorganization.

According to the report, the Opus equity committee, appointed
Sept. 15, contends the proposed loan will improperly convert
$7.2 million of pre-bankruptcy debt into a post-bankruptcy loan,
when Opus was never liable on the old debt.  The Opus owners also
don't like having liability for $3.85 million in fresh cash
because "only a portion" might be used for Opus.  The Opus owners
point out that Tri-Valley is the manager of Opus under a
partnership agreement.  As manager, Tri-Valley isn't an equity
partner in Opus, the owners say.

The report relates that if the bankruptcy judge isn't inclined to
postpone the financing hearing for two weeks beyond the hearing
scheduled for Sept. 27, the equity committee wants the judge to
sever Opus from the loan and collateral package.  Opus is "by far"
the largest unsecured creditor of Tri-Valley, resulting from
millions of dollars in expenses improperly charged to Opus over
the years, the equity committee said.  An oil and natural gas
production and development company, Tri-Valley is scheduled to
sell the assets at auctions on Oct. 17 and Dec. 5, under
procedures approved on Sept. 5 by the bankruptcy court.

                         About Tri-Valley

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.

The Debtor is contemplating a quick sale of the assets.  Bids are
due by Oct. 10 or Oct 17, depending on which package of assets a
bidder hopes to buy.  A hearing to approve the sales is set for
Dec. 6.


TRITON CONTAINER: S&P Says 'BB+' CCR Reflects Stable Earnings
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating to Triton Container International Ltd.'s (Triton) proposed
$100 million senior notes series 2012-A due 2022 and 2024. "The
recovery rating on this issue is '1', indicating our expectation
that lenders would receive a very high (90% to 100%) recovery in
the event of a payment default," S&P said.

The 'BB+' corporate credit rating on San Francisco-based Triton
reflects the company's significant position within the marine
cargo container leasing industry and the relatively stable
earnings and cash flow generated from a substantial proportion of
its long-term leases. The ratings also incorporate the cyclicality
and capital intensity of the marine cargo container leasing
industry.

Ratings List

Triton Container International Ltd.
Corporate credit rating                BB+/Stable/--

New Ratings

Triton Container International Ltd.
$50 mil. senior secured due 2022       BBB
  Recovery rating                       1
$50 mil. senior secured due 2024       BBB
  Recovery rating                       1


TRIZETTO GROUP: Moody's Cuts CFR to 'B2'; Rates Term Loan 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded TriZetto Group, Inc.'s
corporate family rating to B2 from B1 and affirmed the probability
of default rating at B2. Concurrently, Moody's assigned a Caa1
rating to the proposed $150 million second lien term loan and
affirmed the B1 ratings of the first lien credit facilities. The
rating outlook is stable.

The downgrade of the corporate family rating reflects
deterioration in TriZetto's credit metrics that has resulted from
aggressive growth strategy. The latter includes pre-funding $100
million of acquisitions with proceeds from the proposed $150
million second lien term loan. The remainder of the proceeds are
expected to be applied toward reducing revolver outstandings that
have spiked due to acquisition activity as well. TriZetto's
adjusted debt-to EBITDA is projected to increase to above 6.0
times and adjusted free cash flow-to-debt to decline to the low-
to-mid single digit range by the end of 2012. Moody's does not
foresee the company's credit metrics improving significantly over
the next 12 to 18 months such as to warrant the maintenance of a
B1 corporate family rating.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to review of final
documentation):

$150 million second lien term loan, due 2019, assigned Caa1
(LGD5, 89%);

Corporate family rating downgraded to B2 from B1;

Probability of default rating affirmed at B2;

$85 million first lien revolving credit facility, due 2016,
affirmed at B1; LGD rate changed to LGD3, 39% from LGD3, 33%;

$650 million first lien term loan, due 2018, affirmed at B1; LGD
rate changed to LGD3, 39% from LGD3, 33%.

Rating Rationale

The B2 corporate family rating incorporates TriZetto's aggressive
acquisition strategy that is projected to keep adjusted debt
leverage at around 6.0-6.5 times over the next 12 to 18 months. In
addition, the B2 corporate family rating considers expected margin
pressure partially from the highly competitive healthcare
technology market and TriZetto's switch to full stack solution
business model. However, the B2 rating positively reflects
TriZetto's recurring revenue base of approximately 63% of June 30,
2012 revenues. The visibility of the company's revenues is
expected to be enhanced by the continued migration to the full
stack solutions model from the perpetual model. Further, TriZetto
is expected to benefit from the healthcare industry's need to
battle increasing costs via movement toward increasing technology
utilization. Additionally, future risk sharing between payors and
providers is expected to benefit TriZetto as the healthcare
industry participants need to become more efficient in order to
remain competitive.

The stable outlook reflects end market demand for healthcare
information technology, revenue visibility due to the high and
increasing level of recurring revenues, and the company's good
liquidity profile.

The rating could be downgraded if TriZetto's adjusted debt-to-
EBITDA was projected to be sustained above 6.5 times and adjusted
(EBITDA less capital expenditures)-to-interest expense to be
sustained below 1.0 times. In addition, if TriZetto's liquidity
profile deteriorates, the rating could be downgraded. There may
also be rating pressure if TriZetto were to face increasing
contract losses from competitive pressures or were unable to
integrate acquisitions. Any shareholder friendly activities would
put negative pressure on the rating as well.

The rating could be upgraded if TriZetto successfully grows both
the payer and provider businesses, while de-leveraging the company
to below 5.0 times on a sustained basis. Further rating could be
upgraded if TriZetto were to maintain free cash flow-to-debt above
10%.

The principal methodology used in this rating was Global Business
and 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.

Headquartered in Greenwood Village, Colorado, TriZetto is a
provider of information technology solutions to the healthcare
industry. TriZetto's shareholders include Apax Partners, BlueCross
BlueShield of Tennessee, Inc. and The Regence Group. For the
trailing twelve months ended June 30, 2012 the company's revenues
were $617 million.


UNIGENE LABORATORIES: Gets $4MM Loan, Waivers from Victory Park
---------------------------------------------------------------
Unigene Laboratories, Inc., has entered into a Forbearance
Agreement and First Amendment to Amended and Restated Financing
Agreement with affiliates of Victory Park Capital Advisors, LLC,
dated Sept. 21, 2012, whereby Victory Park Capital has loaned the
Company $4 million and agreed to forbear from exercising certain
rights due to designated events of default through Sept. 21,
2013, subject to the terms and conditions of that agreement.  A
copy of the Forbearance Agreement is available for free at:
http://is.gd/KfONEE

Ashleigh Palmer, Unigene's chief executive officer, stated, "While
the recent unexpected European Medicines Agency recommendation
involving calcitonin and other events have seriously challenged
the Company's turnaround, today's announcement clearly
demonstrates that Victory Park Capital has not lost sight of
Unigene's potential.  In particular, we believe that the Company's
proprietary Peptelligence technology, know-how and expertise
represents the most clinically advanced and validated oral peptide
drug delivery platform in the industry today."

"Following today's announcement, Unigene now has sufficient cash
runway to maintain operations beyond the original VPC note
maturity date and capitalize on potential value-building
milestones realizable during the extended forbearance period.  We
continue to work on 14 feasibility studies that have the potential
to convert into one or more revenue-generating licensing
agreements.  We now have the funds available to complete the
toxicology program for UGP281, our lead proprietary anorexigenic
peptide for the treatment of obesity, and subsequently prepare and
file an Investigational New Drug Application with the FDA next
year.  This would allow the Company to begin human clinical
testing in the event it is able to get additional funding.
Additionally, Unigene is working diligently with Nordic Bioscience
to advance UGP302 into human clinical testing as a treatment for
Type 2 diabetes, and continues the active pursuit of partnering
and funding opportunities for the advanced clinical development
and commercialization of its Phase 2 oral PTH analog program."

Under the terms of the Forbearance Agreement and First Amendment
to Amended and Restated Financing Agreement, Unigene has issued to
an affiliate of Victory Park Capital Advisors, LLC, a one-year
senior secured convertible note in the aggregate principal amount
of $4 million, which bears interest at a rate per annum equal to
the greater of the prime rate plus 5% or 15%.  Of the $4 million,
$500,000 has been deposited with Victory Park Capital to cover
certain of Victory Park Capital's fees and expenses, including
those fees related to the transaction.  The remaining $3.5 million
will be used by Unigene to finance operations.

The agreement allows for the $4 million of new debt to convert
into shares of the Company's common stock based on a conversion
rate of $0.05 per share, while the existing debt that had a
conversion rate of $0.70 per share has been re-issued and now
converts into shares of the Company's common stock based on a
conversion rate of $0.15 per share.  As the Company lacks
sufficient shares of common stock to deliver all of the conversion
shares, the Company is required to obtain stockholder approval to
increase the number of authorized shares to allow for the
conversion of the debt in full.  The agreement amended certain
default provisions under the Amended and Restated Financing
Agreement to include new events of default, including a default in
the event that a required quarterly reconciliation shows a
negative variance of 10% or more of actual cash revenue minus
actual cash expenses for an applicable quarter versus the
applicable quarterly cash flow forecast required to be delivered
by the Company, failure to maintain a cash balance in a specified
account of at least $250,000, and a breach of any agreement or
covenant contained in the agreement.

Pursuant to the terms of the Forbearance Agreement and First
Amendment to Amended and Restated Financing Agreement, the Company
has approved and authorized key employee retention grants and
executive team restructuring grants, as well as employee and
director retention grants.  The Company has also entered into
various ancillary agreements in relation to the transaction.

Further details related to the Forbearance Agreement and First
Amendment to Amended and Restated Financing Agreement and
ancillary agreements is available at http://is.gd/MxrwkY

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UNIVAR INC: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service said Univar Inc.'s B2 Corporate Family
Rating (CFR) and the B2 rating on its term loan B are unaffected
by the proposed $550 million increase in the term loan. The
proceeds from the term loan add-on will be used to repay
outstanding borrowings under the ABL revolver, and for general
corporate purposes, including potential future acquisitions. The
outlook is stable.

The following summarizes the ratings activity:

Univar, Inc.

Ratings affirmed

Corporate Family Rating - B2

Probability of Default Rating - B2

Senior Secured Term Loan B due 2017 -- B2 (LGD3, 47%) from B2
(LGD3, 48%)

Outlook is Stable.

Ratings Rationale

The add-on to the term loan will increase leverage by about 0.5x
to 6.8x (as of June 30, 2012, pro forma for the proposed
financing, assuming the revolver balance is repaid, and including
Moody's standard analytical adjustments, which adds approximately
$667 million to debt to account for unfunded pension liabilities
and operating leases). Pro forma for the new debt financing,
Univar would have had adjusted debt of $4.3 billion as of June 30,
2012. Moody's expects that the company will be able to reduce
leverage over the next 12-18 months by growing EBITDA organically
and through acquisitions or by partially repaying existing high
cost debt, should it not find sufficient attractive acquisition
opportunities on which to spend the add-on term loan proceeds.

The B2 CFR reflects Univar's elevated leverage (6.8x as of June
30, 2012, pro forma for the financing transaction) and the
potential for acquisitions. To date, the company has increased its
debt by approximately $1.5 billion including Moody's analytical
adjustments from year-end 2007 levels. The elevated debt level
positions Univar weakly in the B2 rating category, however Univar
has successfully de-levered in the past after levering events such
as dividends and acquisitions through growing its profits.

Univar's B2 CFR also reflects its modest operating margins (albeit
typical for a chemicals distributor) that allow for a minimal
cushion in its highly leveraged situation, an underperforming
European business with regional concentration, a product mix in
the US weighted towards commodity chemicals, its history of
inconsistent free cash flow generation as cash flow has been
invested in working capital to support sales growth (although it
did produce $141 million of free cash flow as reported for the
twelve month period ending June 30, 2012), and working capital
seasonality associated with the company's agricultural chemicals
distribution business in Canada that will require the company to
borrow additional funds on a seasonal basis. The ratings favorably
recognize Univar's leading market share in North America and large
market share in Europe, economies of scale, long-lived customer
and supplier relationships with minimal concentration, favorable
industry trends in outsourcing to distributors that has resulted
in the distribution business growing faster than overall chemicals
sales, the stable nature of the firm's historical EBITDA
generation, and relatively modest maintenance capital expenditure
requirements.

The rating outlook is stable. There is little upward pressure on
the rating given Univar's high leverage weakly positions it in the
B2 rating category and the potential for event risk (e.g., debt-
financed acquisitions). If the company maintained a leverage (Debt
/ EBITDA) ratio of less than 4.5x on a sustained basis, the
ratings could be upgraded. The ratings could be downgraded if the
company is unable to continue to grow EBITDA, maintain adequate
liquidity or if leverage (Debt / EBITDA) exceeded 7x on a
sustained basis.

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

Univar Inc. is one of the largest distributors of industrial
chemicals and providers of related services, operating over 200
distribution centers to service a diverse set of end markets in
the US, Canada and Europe. The company was taken private in
October 2007, and is currently majority owned by funds managed by
CVC Capital Partners and Clayton, Dubilier & Rice, LLC. The
company had revenues of $9.8 billion for the twelve months ended
June 30, 2012.


UROLOGIX INC: Had $4.7-Mil. Net Loss in Fiscal Year Ended June 30
-----------------------------------------------------------------
Urologix, Inc., filed on Sept. 24, 2012, its annual report on Form
10-K for the fiscal year ended June 30, 2012.

KPMG LLP, in Minneapolis, Minnesota, expressed substantial doubt
about Urologix, Inc.'s ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and negative operating cash flows
and has significant current obligations related to the Sept. 6,
2011 acquisition of the Prostiva(R) Radio Frequency (RF) Therapy
System from Medtronic, Inc.

The Company reported a net loss of $4.7 million on $17.0 million
of sales for fiscal 2012, compared with a net loss of $3.7 million
on $12.8 million of sales for fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $12.7 million
in total assets, $12.1 million in total liabilities, and
stockholders' equity of $626,000.

A copy of the Form 10-K is available at http://is.gd/twFIjl

Minneapolis, Minnesota-based Urologix, Inc., develops,
manufactures, and markets non-surgical, office-based therapies for
the treatment of the symptoms and obstruction resulting from non-
cancerous prostate enlargement also known as benign prostatic
hyperplasia (BPH).


VHGI HOLDINGS: Michael Fasci Appointed Chief Financial Officer
--------------------------------------------------------------
VHGI Holdings, Inc.'s Board of Directors unanimously approved the
appointment of Mr. Michael E. Fasci as Chief Financial Officer on
Sept. 21, 2012.

Since 1987, Mr. Fasci has owned and operated Process Engineering
Services, Inc., and since 2006, he has served as CFO of RedFin
Network, Inc.  In the last five years, Mr. Fasci has also worked
as an independent consultant for a number of public and private
companies, and in 1997 he qualified for, and he currently
maintains, Enrolled Agent status with the Internal Revenue
Service.

Upon his appointment Mr. Fasci stated, "I'm excited about the
challenges that lie ahead during these exciting as well as
critical times in the Company's growth.  Being an investor and a
note holder myself in the company I can relate to the concerns of
investors regarding the lack of communication from the Company
during the last 6 months or so.  In addition to immediately
getting the Company's SEC financial filings back to a timely
status, we plan on contacting each of our valued note holders to
discuss the status and plan of repayment.  Our goal is to make the
Company much more transparent to investors going forward so they
can keep abreast of our progress.  I can be contacted directly by
email at mike@lilygroup.com with specific questions."

"There have been many changes within the company in recent months
which I believe have been very positive for the Company.  My
decision to accept the position of CFO was made after careful
evaluation of the Company, its personnel, and specifically Mr.
Rick Risinger the Company's recently appointed CEO.  While Rick
may be new to the CEO position at VHGI Holdings, he is no stranger
to The Landree Mine here in Sullivan.  Rick has been working non-
stop for years at the Lily Group to execute his plan to get the
coal out of the ground and I look forward to helping him get that
job done."

"Everyone is aware of the difficulty the Company has had in the
past in closing on the larger expected financing needed to keep
the mine open and producing.  The people that were engaged to
deliver did not execute.  While we are not out of the woods yet,
the Company is working with lenders who have expressed a desire to
be a part of this worthwhile venture.  I hope our creditors will
continue to work with us as we work our way to a much stronger
financial position."

"As a result of the many recent developments and changes within
the Company, as well as some short-term bridge financing, I am
pleased to report that effective today, the mine is open and is
producing coal to fulfill our Indianapolis Power and Light
contract.  While success is never guaranteed, I believe that with
the assets the Company has in both its people and the
infrastructure at the mine, and with the help of our lenders and
creditors, we can bring this project to fruition and make the mine
the success that everyone originally envisioned."

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $49.06
million in total assets, $48.54 million in total liabilities and
$524,106 in total stockholders' equity.

In its auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.


VHGI HOLDINGS: Issues $2.5MM Notes to CEO, Largest Stockholder
--------------------------------------------------------------
VHGI Holdings, Inc., issued two promissory notes, each in the
principal amount of $1,275,000.  The Notes were issued to (i) Paul
R. Risinger, the Company's Chief Executive Officer and a member of
the Company's Board of Directors, and (ii) the James W. Stuckert
Revocable Trust, the Company's largest stockholder.  Each of the
Notes carries an interest rate of 10% per annum, and all principal
and accrued but unpaid interest under the Notes is due and payable
on March 15, 2013.

On Sept. 24, 2012, the Company entered into an agreement with Mr.
Risinger, who was formerly the sole stockholder of Lily Group
Inc., prior to the purchase of all of the issued and outstanding
common stock of Lily by VHGI Coal, Inc., a wholly-owned subsidiary
of the Company, pursuant to a stock purchase agreement dated
Dec. 29, 2011, as amended.  Simultaneously with the closing of the
Lily SPA, Coal issued 700,000 shares of Series A Preferred Stock
to Lily Group Holdings Company, an entity owned by Mr. Risinger.
Pursuant to Section 1.1 of the Lily SPA, the Series A Shares were
deemed to have a value of $7,000,000.

Pursuant to the Exchange Agreement, the Company and Coal will
exchange the Series A Shares for 50,000,000 shares of Common Stock
of the Company and issue a promissory note that converts the
accrued, but unpaid, interest and dividends on the Series A Shares
into amounts owed under the Interest Note.  The Exchange Shares
and Interest Note will be issued upon the filing and effectiveness
of an amendment to the Company's Certificate of Incorporation
increasing the authorized Common Stock of the Company to
250,000,000 shares.

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $49.06
million in total assets, $48.54 million in total liabilities and
$524,106 in total stockholders' equity.

In its auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.


VIKING SYSTEMS: Three Directors Resign from Board
-------------------------------------------------
Each of John "Jed" Kennedy, William C. Bopp and Joseph A. De Perio
resigned from the Board of Directors of Viking Systems, Inc., and
from all Board Committees on which those directors served,
effective as of Sept. 24, 2012.  Each resigning director resigned
pursuant to the provisions of the Merger Agreement, and no
director resigned from the Board because of any disagreements with
the Company on any matter relating to the Company's operations,
policies, or practices.

On Sept. 21, 2012, CONMED Corporation successfully completed the
tender offer by its wholly-owned subsidiary, Arrow Merger
Corporation, for all of the outstanding shares of common stock of
Viking Systems, Inc., at a price of $0.27 per share, net to the
seller in cash.

Hooks K. Johnston, Amy S. Paul and William Tumber of the Company's
Board are expected to continue as directors.

In addition, effective as of Sept. 24, 2012, the Board appointed
the following individuals as members of the Board: Daniel S.
Jonas, Robert D. Shallish, Jr., Luke A. Pomilio and Terence M.
Berge.  Those persons were designated for appointment as directors
of the Company by Purchaser pursuant to the Merger Agreement.

Viking Systems filed a Form 15 with the U.S. Securities and
Exchange Commission notifying of its suspension of its duty under
Section 15(d) to file reports required by Section 13(a) of the
Securities Exchange Act of 1934 with respect to its common stock,
par value $0.001 per share.  There was only one holder of the
common shares as of Sept. 26, 2012.

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in  2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.71 million
in total assets, $3.10 million in total liabilities and
$1.61 million in total stockholders' equity.


VITAMIN SHOPPE: S&P Raises CCR to 'BB' on Sustained Improvement
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on North Bergen, N.J.-based Vitamin Shoppe Industries Inc.
to 'BB' from 'BB-'. The outlook is stable.

The rating on Vitamin Shoppe reflects S&P's assessment that the
company's financial risk profile is "significant" and the business
risk profile is "fair." "The financial risk profile reflects
Vitamin Shoppe's moderate financial policies, no funded debt, and
its good cash flow generation. We view the business risk profile
as fair, reflecting Vitamin Shoppe's position as the No.2 player
in the highly competitive and fragmented retail vitamin industry,
the company's deep product offerings compared to its competitors,
our expectation of growth greater than the industry average, and
the risks associated with its store expansion plans," S&P said.

"Credit measures have strengthened over the past year because of
EBITDA growth and repayment of all funded debt," said Standard &
Poor's credit analyst Jayne Ross. "As a result, leverage improved
to 2.6x for the 12 months ended June 30, 2012, from 2.8x a year
ago, and interest coverage strengthened to 4.9x from 3.8x year
over year. We expect total debt (which is only capitalized
operating leases) to EBITDA to remain in the mid- to high-2x range
in fiscal 2012, as continued growth in lease commitments will
likely partially offset EBITDA growth."

"Although credit metrics may be indicative of a higher financial
risk score, the absolute size of its cash flow is a limiting
factor," added Ms. Ross.

"Our outlook on Vitamin Shoppe is stable. We expect the company to
modestly improve current credit metrics and margins due to sales
leverage and growth in profitability, despite expectations for
about 48 new stores in fiscal 2012. We expect adjusted leverage to
remain in the mid-2x area, adjusted funds from operations to total
debt in the mid-30% area, and EBITDA to interest in the 5x area,"
S&P said.

"We would consider a downgrade if credit metrics deteriorate
because of debt-funded shareholder-friendly initiatives, leading
to adjusted debt leverage approaching the 3.5x area. Also, we
estimate leverage could increase if operating performance declines
due to adverse regulatory measures, negative publicity, or
competitive pressures such that EBITDA declines by 30%. This
could occur, for example, if revenue growth slows to the low-
single digits, gross margins contract by 100 bps or more, or some
combination of the two," S&P said.

"We could consider an upgrade if credit ratios demonstrate further
improvement because of consistently strong same-store sales and
EBITDA growth that outpaces increases in lease commitments. If
positive operating performance enhances credit metrics such that
leverage improves to below 2x and the company sustains this metric
for several quarters, we could consider an upgrade. For this to
occur, sales growth would have to be in the mid-to-high teens, and
margins would have to expand by 200 bps or more or some
combination of the two," S&P said.


VITRO SAB: Claims Bondholders Revealed Restructuring Secrets
------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a Vitro SAB de CV
attorney told a New York state appeals court Wednesday that some
of its bondholders, including Aurelius Capital Management LP and
Elliott Management Corp., should be held responsible for divulging
confidential information on the eve of the bankrupt glassmaker's
restructuring.

Vitro, which ran into trouble after it defaulted on $1.2 billion
in debt, has accused bondholders of trying to torpedo Vitro's
then-proposed restructuring plan and exchange offer with an
October 2010 press release that allegedly disclosed Vitro's
confidential information, according to Bankruptcy Law360.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WALL STREET SYSTEMS: Moody's Rates New Secured 2nd Lien Debt Caa1
-----------------------------------------------------------------
Moody's Investors Service rated Wall Street Systems Holdings,
Inc.'s ("WSS") new debt -- secured first lien at B1 and secured
second lien at Caa1. The Corporate Family (CFR) and Probability of
Default Ratings (PDR) are B2, and the rating outlook is stable.
WSS plans to use the proceeds to repay the existing debt and to
fund up to a $186 million equity distribution to WSS's owner, Ion
Investment Group (a TA Associates company). Following repayment of
the existing credit facilities, the ratings of these two credit
facilities will be withdrawn.

Ratings Rationale

The B2 CFR reflects Moody's expectation that WSS will delever
quickly from free cash flow bringing debt to EBITDA (Moody's
standard adjustments) to below 6x by the end of the year. Moody's
expects leverage will remain in the mid to high 5x level, however,
which is high given WSS's relatively small scale as a niche
provider of software and services for corporate treasury
management, foreign exchange trade processing, and Central Bank
reserve management. Moody's believes that revenue growth will be
modest and that there will be few opportunities for further cost
reductions. Moreover, Moody's believes that some of the cost
reductions achieved to date may prove unsustainable, and that WSS
may need to add costs related to software development in order to
boost revenue growth in time. Thus, Moody's believes that the
rapid deleveraging that has occurred since June 2011 is unlikely
to be repeated.

"Given the limited opportunity for further cost reductions and our
expectation that WSS will periodically increase financial leverage
to fund equity distributions, we expect that debt to EBITDA
(Moody's standard adjustments) will vary between 5.5x and 6x over
time", said Terry Dennehy, Senior Analyst at Moody's Investors
Service.

WSS has a solid position in its niche marker, and a fairly
predictable revenue base driven by a subscription-based model and
minimal client attrition (e.g., 95%+ revenue retention rate). This
is expected to produce stable funds from operations (FFO) though
somewhat variable cash from operations (CFO) due to working
capital movements.

The stable outlook reflects Moody's expectation that WSS will
maintain its market position and to be able to generate low
single-digit annual revenue growth, as WSS further penetrates the
foreign exchange trading and central bank markets. Moody's also
expects EBITDA margins (Moody's standard adjustments) to settle in
the low 40s percent, as WSS benefits from the cost efficiencies
achieved since the acquisition in June 2011. As a result, Moody's
expects lower debt to EBITDA (Moody's standard adjustments) mostly
from modest debt reduction while maintaining an EBITDA about equal
to the run rate of the last several quarters.

The ratings could be downgraded if WSS Moody's expects net
customer attrition or steadily declining EBITDA margins (Moody's
standard adjustments), both of which could imply a weakening
competitive position. Moreover, the rating could also be
downgraded if WSS were to pursue an even more aggressive financial
policy than already demonstrated such that Moody's expects that
debt to EBITDA (Moody's standard adjustments) will remain above
6x.

The ratings could be upgraded if WSS were to increase market share
such that revenues and operating income are on-course to grow
organically in the upper single digits, resulting in increasing
EBITDA and free cash flow (FCF). Moody's would further expect that
WSS would demonstrate a more conservative financial policy by
using this increased FCF to reduce debt by at least 10% per year,
such that the ratio of debt to EBITDA (Moody's standard
adjustments) is on-course to remain below 4.5x on a sustained
basis.

WSS, based in New York, New York, is a provider of treasury
management, central banking reserve management, and foreign
exchange processing software and services.

Rating assigned:

Senior Secured First Lien Credit Facilities: B1 (LGD3, 33%);
revolving credit due 2017 and first lien term loan due 2019

Senior Secured Second Lien Term Loan: Caa1 (LGD5, 86%); second
lien term loan due 2020

The following ratings were affirmed:

Corp Family Rating - B2

Probability of Default Rating - B2

Outlook is stable.

The principal methodology used in rating WSS was the Global
Software Methodology dated May 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published in June 2009.


WALL STREET SYSTEMS: S&P Affirms 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
New York City-based Wall Street Systems Holdings Inc. to stable
from positive. The outlook revision reflects a more leveraged
financial profile pro forma for the transaction. "We also affirmed
our 'B' corporate credit rating on the company," S&P said.

"At the same time, we assigned a 'B' issue-level rating to the
company's proposed $335 million first-lien term loan due 2019 and
$30 million revolving credit facility due 2017. The '3' recovery
rating indicates our expectation of meaningful (50% to 70%)
recovery in the event of payment default," S&P said.

"In addition, we assigned a 'B-' issue-level rating to the
company's proposed $140 million second-lien term loan due 2020.
The '5' recovery rating indicates our expectation of modest (10%
to 30%) recovery in the event of payment default," S&P said.

"The new facilities will be issued by WSS Delaware Inc., a wholly
owned subsidiary of Wall Street Systems Holdings Inc. The
corporate credit rating is assigned to Wall Street Systems
Holdings Inc. based on our expectation that all existing debt at
Wall Street Systems Holdings Inc. will be repaid by the proposed
transaction. Therefore, for analytical purposes, we treat of WSS
Delaware Inc. as a fully consolidated entity," S&P said.

The ratings reflect Wall Street Systems' "weak" business risk
profile resulting from its narrow market focus and its revenue
exposure to the financial sector and Europe, as well as its
"highly leveraged" financial profile, with pro forma leverage in
the low-7x area.

"Nevertheless, we expect the company's solid base of recurring
revenue and good profitability to allow it to reduce leverage to
below 6x in 2013," said Standard & Poor's credit analyst Christian
Frank, "as revenue recognition from existing contract cycles'
past-purchase accounting deferred revenue write-downs."

"The stable outlook incorporates our view that the company's solid
recurring revenue base and good free cash flow support operating
stability. Although unlikely over the next 12 months, if the
company can maintain its recent profitability gains while reducing
leverage below 5x, we could raise the rating by one notch," S&P
said.

"Conversely, if sales fall as the result of poor macroeconomic
conditions, if the company experiences margin compression, or if
it pursues debt-financed acquisitions or shareholder returns,
precluding it from reducing leverage from pro forma levels, we
could lower the ratings," S&P said.


* Moody's Says Number of Lower-Rated Cos. Unchanged Since May
-------------------------------------------------------------
The number of companies on the B3 Negative and Lower Corporate
Ratings List remains virtually unchanged since May, Moody's
Investors Service says in its latest update on the list, "Stable
Size of Ratings List a Good Sign for US Default Rate." This
suggests that credit conditions for US high-yield companies remain
stable despite ongoing concerns about the outlook for the US
economy, the euro area debt crisis and economic slowdown in China.

"The list has remained remarkably stable, indicating that the
credit quality of high-yield issuers is steady and that a spike in
corporate defaults is unlikely in the next year," says Senior Vice
President and author of the report David Keisman. In addition, he
says, all of Moody's other proprietary indicators point to a low
default rate, including Moody's Liquidity-Stress Index and
Covenant Stress Index, as does the number of ratings on review for
downgrade.

"Our Liquidity-Stress Index remains at historical lows, indicating
that companies have adequate liquidity to manage their cash needs
over the coming 12 months, and further that they are managing
their liquidity proactively to weather potential threats," Keisman
says. A similar low reading on Moody's Covenant Stress Index
suggests that few companies are at risk of breaching their
covenants.

Upgrades and downgrades of high-yield companies have leaned toward
downgrades in the past year, though the absolute number of
downgrades has been modest, particularly compared with levels seen
during the financial crisis. And while ratings on review are also
slightly skewed toward reviews for downgrade, again the absolute
number is relatively low.

"All these indicators support our forecast for a US speculative-
grade default rate of 3.2% a year from now, down from 3.5% in
August and below the historic average of 4.6%, which dates back to
1992," Keisman says.

The average tenure on Moody's B3 Negative and Lower Corporate
Ratings List is just under two years. Although firms continue to
be added to the list through rating downgrades or removed from it
due to upgrades, defaults or rating withdrawals, an average tenure
of 21 months indicates that many companies on the list have
avoided default but have not yet generated sufficient gains to be
taken off it through an upgrade above B3 negative.


* North-Am Telco High-Yield Bonds Offer Above Average Protection
----------------------------------------------------------------
North American high yield telecom bonds offer stronger covenant
protection than other high-yield non-financial company bonds, due
to strong debt-incurrence provisions and protection against lien
subordination, says Moody's Investors Service in a new special
comment, "North American Telecom Bonds Offer Above-Average
Protections."

The special comment reviews 21 telecom bond deals from Moody's
High Yield Covenant Database and compares them to 398 North
American non-financial company bonds, excluding those bonds with
high yield-lite structures.

"The prevalence of a leverage test for debt incurrence and
generally low debt carve-outs within high yield telecom structures
result in more investor protection than the broader universe of
high yield bonds," said Mark Stodden, a Moody's Assistant Vice
President -- Analyst.

The greater investor protections offered by telecom bonds
primarily reflect the strong debt-incurrence protections found in
these bonds, which are likely to stem from the industry's high
capital intensity, significant dividend payouts and recent debt-
financed consolidation that pushes investors to demand protection
against higher leverage, says Moody's.

A debt incurrence covenant regulates the ability of a company to
incur additional leverage after it issues a bond, and is generally
not customized to the financial metrics of the company at the time
of issuance. However, bonds within Moody's telecom sample
overwhelmingly included customized debt incurrence tests which are
more restrictive than standardized incurrence tests common outside
of the sector.

But structural subordination is a weak spot, says the rating
agency. Moody's found that protections against structural
subordination across the telecom sample was weaker than the
average for non-financial companies. The weakness within the
telecom sector reflects the impact of unrestrictive structures for
several debt issuances by holding companies that have no operating
company guarantees.

Some of the strongest Covenant Quality Scores within the telecom
sample were from debt issued by Consolidated Communications Inc.
(B1 stable), Zayo Group, LLC (B2 stable) and EarthLink Inc. (B1
stable), says Moody's.

Moody's Covenant Database is to be launched later this year, and
contains the key contents of Moody's Covenant Quality Snapshots,
which provide pre-sale and post-sale analysis of the strengths and
weaknesses of covenant packages, and it adds information such as
book runners, private equity sponsors, credit ratings, loss given
default and the use of proceeds -- about 150 data points in all.


* Judge Edith Jones Stepping Down as Fifth Circuit Chief Judge
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chief Judge Edith H. Jones will step down as chief
judge of the U.S. Court of Appeals in New Orleans effective
Oct. 1.  Judge Jones's early retirement as chief judge is a result
of "various family problems," she told U.S. Supreme Court Chief
Justice John G. Roberts Jr. in a letter obtained by Bloomberg
News.

According to the report, Judge Jones, an expert on bankruptcy law
before her appointment as a judge, was the author of many
bankruptcy opinions by the Fifth Circuit in New Orleans.  Judge
Jones, who will continue as a judge on the appeals court, said
that she will be replaced as chief judge by Circuit Judge Carl E.
Stewart, a 1994 appointment by President Bill Clinton.  The
circuit court in New Orleans hears appeals from Texas, Louisiana
and Mississippi.


* Hunton & Williams Gets Turnaround Management Award
----------------------------------------------------
The Turnaround Management Association, an international nonprofit
organization dedicated to corporate renewal and turnaround
management, has awarded Peter Partee and Mike Wilson, partners in
Hunton & Williams LLP's Bankruptcy, Restructuring & Creditors'
Rights practice group, the "Small Company Transaction of the Year"
honor for successfully handling the reorganization of Raser
Technologies, Inc. and 19 of its subsidiaries under Chapter 11 of
the Bankruptcy Code.  The award will be presented at the
TMA's 24th Annual Convention, held in Boston, Mass.

Before its remarkable turnaround in 2011, Raser operated two
business segments: one focused on producing geothermal electricity
and one devoted to developing technology for alternative-fuel
vehicles.  The economic recession, limited access to capital, and
operational issues related to equipment at the company's Thermo
One plant placed severe financial pressures on Raser in July 2010,
leaving in doubt the company's ability to survive as a going
concern.  When drastic cost-cutting measures failed to fully
address the company's financial issues, Raser turned to Hunton &
Williams to advise it on a potential restructuring.

The team from Hunton & Williams pursued multiple avenues in early
2011 to keep the company intact.  Following negotiations among
numerous creditor constituencies, Raser was able to execute a Plan
Support Agreement that provided a basis for a complete
restructuring of the company's balance sheet through a Chapter 11
plan of reorganization.

In September 2011, Raser emerged from bankruptcy after only 126
days with a rationalized balance sheet and having drastically
reduced its debt load from $112 million to approximately $6
million.  Moreover, the company now has the ability and financial
backing to implement its business plan and develop numerous other
promising geothermal projects.  For more details on Raser's
amazing turnaround, visit http://is.gd/okZtri

Hunton & Williams handles major bankruptcy, restructuring and
creditors' rights representations for a wide range of clients in
federal and state courts across the United States, including the
traditional bankruptcy fora of the Southern District of New York
and the District of Delaware.

                   About Hunton & Williams LLP

Hunton & Williams LLP -- http://www.hunton.com-- provides legal
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 800 lawyers serving clients in 100 countries
from 19 offices around the world.  While its practice has a strong
industry focus on energy, financial services and life sciences,
the depth and breadth of its experience extends to more than 100
separate practice areas, including bankruptcy and creditors'
rights, commercial litigation, corporate transactions and
securities law, intellectual property, international and
government relations, regulatory law, products liability, and
privacy and data security.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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.


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